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 811-05361

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

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2013

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 2035 Portfolio, Freedom 2040 Portfolio, Freedom 2045 Portfolio, Freedom 2050 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 VIP Target Volatility Portfolio series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Asset Manager Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.62%
Actual		$ 1,000.00	$ 1,035.20	$ 3.13
Hypothetical^A		$ 1,000.00	$ 1,021.72	$ 3.11
Service Class	.74%
Actual		$ 1,000.00	$ 1,034.10	$ 3.73
Hypothetical^A		$ 1,000.00	$ 1,021.12	$ 3.71
Service Class 2	.88%
Actual		$ 1,000.00	$ 1,033.10	$ 4.44
Hypothetical^A		$ 1,000.00	$ 1,020.43	$ 4.41
Investor Class	.71%
Actual		$ 1,000.00	$ 1,034.70	$ 3.58
Hypothetical^A		$ 1,000.00	$ 1,021.27	$ 3.56

^A 5% return per year before expenses

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

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

Semiannual 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 the investments of Fidelity's Central Funds, other than the Money Market Central Funds and, as of December 31, 2012, the Commodity Strategy Central Fund.

Top Five Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	1.9	2.4
Google, Inc. Class A	1.0	0.0
Bank of America Corp.	0.9	0.1
Gilead Sciences, Inc.	0.8	0.6
Green Mountain Coffee Roasters, Inc.	0.7	0.4
	5.3
Top Five Bond Issuers as of June 30, 2013
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
U.S. Treasury Obligations	15.9	14.8
Fannie Mae	7.2	6.1
Ginnie Mae	2.2	1.8
Freddie Mac	1.8	2.0
California General Obligation	0.5	0.2
	27.6
Top Five Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	14.9	13.5
Financials	13.4	12.2
Health Care	9.7	7.3
Energy	7.6	7.0
Information Technology	6.4	9.0

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stock Class and Equity Futures 52.8%			Stock Class and Equity Futures*** 52.2%
	Bond Class 44.8%			Bond Class 42.4%
	Short-Term Class 2.4%			Short-Term Class 5.4%
* Foreign investments		19.6%	** Foreign investments		17.7%

ang5519068

*** Includes investment in Fidelity Commodity Strategy Central Fund of 1.0%

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.

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 39.2%
	Shares		Value
CONSUMER DISCRETIONARY - 11.6%
Auto Components - 0.4%
Delphi Automotive PLC	108,500		$ 5,499,865
Diversified Consumer Services - 0.2%
Anhanguera Educacional Participacoes SA	165,600		969,250
Estacio Participacoes SA	213,900		1,547,201
			2,516,451
Hotels, Restaurants & Leisure - 1.1%
Alsea S.A.B. de CV	423,900		1,008,924
Chipotle Mexican Grill, Inc. (a)	12,200		4,445,070
Fiesta Restaurant Group, Inc. (a)	41,000		1,409,990
Las Vegas Sands Corp.	49,700		2,630,621
Panera Bread Co. Class A (a)	12,000		2,231,280
Penn National Gaming, Inc. (a)	31,900		1,686,234
			13,412,119
Household Durables - 2.1%
D.R. Horton, Inc.	290,000		6,171,200
KB Home	324,700		6,373,861
Mohawk Industries, Inc. (a)	4,600		517,454
PulteGroup, Inc. (a)	453,100		8,595,307
Toll Brothers, Inc. (a)	133,700		4,362,631
			26,020,453
Internet & Catalog Retail - 0.5%
priceline.com, Inc. (a)	7,000		5,789,910
Media - 3.2%
CBS Corp. Class B	131,200		6,411,744
Comcast Corp. Class A	212,000		8,878,560
Naspers Ltd. Class N	13,800		1,019,115
News Corp. Class A	242,200		7,895,720
Sirius XM Radio, Inc. (d)	739,700		2,477,995
The Walt Disney Co.	115,300		7,281,195
Time Warner, Inc.	109,500		6,331,290
			40,295,619
Multiline Retail - 0.5%
Macy's, Inc.	135,000		6,480,000
Specialty Retail - 2.1%
Cabela's, Inc. Class A (a)	48,900		3,166,764
Conn's, Inc. (a)	47,900		2,479,304
Dick's Sporting Goods, Inc.	3,800		190,228
Gap, Inc.	12,100		504,933
GNC Holdings, Inc.	129,200		5,711,932
Home Depot, Inc.	88,300		6,840,601
Lowe's Companies, Inc.	40,200		1,644,180
Pier 1 Imports, Inc.	53,200		1,249,668
TJX Companies, Inc.	93,600		4,685,616
			26,473,226
Textiles, Apparel & Luxury Goods - 1.5%
Arezzo Industria e Comercio SA	41,700		637,830
Coach, Inc.	11,100		633,699

	Shares		Value
Crocs, Inc. (a)	41,600		$ 686,400
Deckers Outdoor Corp. (a)	57,700		2,914,427
Michael Kors Holdings Ltd. (a)	73,163		4,537,569
Prada SpA	197,300		1,790,850
PVH Corp.	25,200		3,151,260
Vera Bradley, Inc. (a)(d)	37,700		816,582
VF Corp.	18,500		3,571,610
			18,740,227
TOTAL CONSUMER DISCRETIONARY			145,227,870
CONSUMER STAPLES - 1.4%
Beverages - 0.7%
Fomento Economico Mexicano S.A.B. de CV unit	184,300		1,910,355
Monster Beverage Corp. (a)	108,800		6,611,776
			8,522,131
Food Products - 0.7%
Green Mountain Coffee Roasters, Inc. (a)	121,500		9,119,790
TOTAL CONSUMER STAPLES			17,641,921
ENERGY - 4.7%
Oil, Gas & Consumable Fuels - 4.7%
Anadarko Petroleum Corp.	96,300		8,275,059
Cabot Oil & Gas Corp.	52,100		3,700,142
Cobalt International Energy, Inc. (a)	77,100		2,048,547
Concho Resources, Inc. (a)	59,800		5,006,456
Continental Resources, Inc. (a)	62,600		5,387,356
EOG Resources, Inc.	31,700		4,174,256
Genel Energy PLC (a)	104,800		1,462,454
Hess Corp.	69,600		4,627,704
HollyFrontier Corp.	40,600		1,736,868
Kosmos Energy Ltd. (a)	103,300		1,049,528
Marathon Petroleum Corp.	46,700		3,318,502
Murphy Oil Corp.	9,700		590,633
Occidental Petroleum Corp.	48,000		4,283,040
PBF Energy, Inc. Class A (d)	52,700		1,364,930
Phillips 66	53,200		3,134,012
Pioneer Natural Resources Co.	56,400		8,163,900
			58,323,387
FINANCIALS - 4.7%
Capital Markets - 2.0%
Apollo Global Management LLC Class A	269,100		6,485,310
BlackRock, Inc. Class A	17,500		4,494,875
Goldman Sachs Group, Inc.	25,600		3,872,000
KKR & Co. LP	133,700		2,628,542
Morgan Stanley	171,900		4,199,517
The Blackstone Group LP	159,700		3,363,282
			25,043,526
Diversified Financial Services - 1.7%
Bank of America Corp.	860,300		11,063,458
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc.	170,500		$ 8,178,885
JPMorgan Chase & Co.	27,800		1,467,562
			20,709,905
Real Estate Investment Trusts - 0.3%
American Tower Corp.	54,000		3,951,180
Real Estate Management & Development - 0.4%
Altisource Asset Management Corp. (a)	2,600		702,000
Altisource Portfolio Solutions SA	24,900		2,342,592
Altisource Residential Corp. Class B (a)	45,266		755,490
CBRE Group, Inc. (a)	63,300		1,478,688
			5,278,770
Thrifts & Mortgage Finance - 0.3%
Ocwen Financial Corp. (a)	94,500		3,895,290
TOTAL FINANCIALS			58,878,671
HEALTH CARE - 7.6%
Biotechnology - 4.4%
Achillion Pharmaceuticals, Inc. (a)	52,400		428,632
Alexion Pharmaceuticals, Inc. (a)	48,900		4,510,536
Amgen, Inc.	78,800		7,774,408
ARIAD Pharmaceuticals, Inc. (a)	107,500		1,880,175
Biogen Idec, Inc. (a)	36,000		7,747,200
BioMarin Pharmaceutical, Inc. (a)	43,100		2,404,549
Clovis Oncology, Inc. (a)	20,000		1,339,600
Gilead Sciences, Inc. (a)	199,800		10,231,758
Infinity Pharmaceuticals, Inc. (a)	18,800		305,500
Intercept Pharmaceuticals, Inc.	21,100		946,124
InterMune, Inc. (a)	80,200		771,524
KYTHERA Biopharmaceuticals, Inc.	30,900		835,845
MannKind Corp. (a)(d)	66,500		432,250
Medivation, Inc. (a)	114,200		5,618,640
Onyx Pharmaceuticals, Inc. (a)	31,800		3,816,000
Regeneron Pharmaceuticals, Inc. (a)	19,000		4,272,720
Synageva BioPharma Corp. (a)	49,100		2,062,200
			55,377,661
Health Care Equipment & Supplies - 0.8%
Edwards Lifesciences Corp. (a)	75,300		5,060,160
Haemonetics Corp. (a)	35,100		1,451,385
The Cooper Companies, Inc.	28,500		3,392,925
			9,904,470
Health Care Providers & Services - 1.3%
Catamaran Corp. (a)	45,700		2,224,382
Community Health Systems, Inc.	45,500		2,133,040
Express Scripts Holding Co. (a)	133,000		8,204,770
Tenet Healthcare Corp. (a)	71,300		3,286,930
			15,849,122

	Shares		Value
Pharmaceuticals - 1.1%
Jazz Pharmaceuticals PLC (a)	34,500		$ 2,371,185
Pacira Pharmaceuticals, Inc. (a)	11,500		333,500
Santarus, Inc. (a)	56,500		1,189,325
Valeant Pharmaceuticals International, Inc. (Canada) (a)	90,050		7,764,319
ViroPharma, Inc. (a)	64,400		1,845,060
			13,503,389
TOTAL HEALTH CARE			94,634,642
INDUSTRIALS - 2.4%
Airlines - 1.8%
AMR Corp. (a)	539,800		2,175,394
Copa Holdings SA Class A	11,500		1,507,880
Delta Air Lines, Inc.	300,125		5,615,339
U.S. Airways Group, Inc. (a)	451,800		7,418,556
United Continental Holdings, Inc. (a)	188,570		5,900,355
			22,617,524
Construction & Engineering - 0.0%
Quanta Services, Inc. (a)	14,600		386,316
Electrical Equipment - 0.4%
Eaton Corp. PLC	68,400		4,501,404
Professional Services - 0.2%
Bureau Veritas SA	79,200		2,050,989
TOTAL INDUSTRIALS			29,556,233
INFORMATION TECHNOLOGY - 5.1%
Communications Equipment - 0.1%
Alcatel-Lucent SA sponsored ADR (a)	680,100		1,237,782
Computers & Peripherals - 2.1%
3D Systems Corp. (a)(d)	32,600		1,431,140
Apple, Inc.	58,700		23,249,895
SanDisk Corp. (a)	20,400		1,246,440
			25,927,475
Internet Software & Services - 1.9%
Bankrate, Inc. (a)	198,700		2,853,332
Cornerstone OnDemand, Inc. (a)	59,600		2,580,084
eBay, Inc. (a)	85,200		4,406,544
Facebook, Inc. Class A (a)	39,821		989,950
Google, Inc. Class A (a)	13,800		12,149,106
Liquidity Services, Inc. (a)(d)	19,300		669,131
			23,648,147
IT Services - 0.7%
FleetCor Technologies, Inc. (a)	42,200		3,430,860
Visa, Inc. Class A	29,200		5,336,300
			8,767,160
Semiconductors & Semiconductor Equipment - 0.1%
Freescale Semiconductor Holdings I Ltd. (a)	124,100		1,681,555
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 0.2%
CommVault Systems, Inc. (a)	32,600		$ 2,474,014
TOTAL INFORMATION TECHNOLOGY			63,736,133
MATERIALS - 1.5%
Chemicals - 1.5%
Axiall Corp.	33,600		1,430,688
Eastman Chemical Co.	62,600		4,382,626
LyondellBasell Industries NV Class A	94,800		6,281,448
Mexichem S.A.B. de CV	199,300		830,426
Rockwood Holdings, Inc.	23,800		1,523,914
Sherwin-Williams Co.	11,800		2,083,880
Westlake Chemical Corp.	29,100		2,805,531
			19,338,513
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
SBA Communications Corp. Class A (a)	35,500		2,631,260
TOTAL COMMON STOCKS (Cost $367,375,032)		489,968,630
Fixed-Income Funds - 46.7%

Fidelity Emerging Markets Debt Central Fund (f)	500,572		5,110,844
Fidelity Floating Rate Central Fund (f)	300,962		31,868,914
Fidelity High Income Central Fund 1 (f)	265,159		26,751,896
Fidelity Inflation-Protected Bond Index Central Fund (a)(f)	321,974		31,402,124
Fidelity VIP Investment Grade Central Fund (f)	4,706,153		488,922,240
TOTAL FIXED-INCOME FUNDS (Cost $573,494,256)		584,056,018
Equity Funds - 13.2%

International Equity Funds - 13.2%
Fidelity Emerging Markets Equity Central Fund (f)	68,399		12,677,088
Fidelity International Equity Central Fund (f)	2,163,493		152,591,150
TOTAL EQUITY FUNDS (Cost $189,022,635)		165,268,238

U.S. Treasury Obligations - 0.1%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 0.04% to 0.05% 7/5/13 to 7/18/13 (e) (Cost $839,996)	$ 840,000	$ 839,999

Money Market Funds - 1.2%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	5,649,708		5,649,708
Fidelity Money Market Central Fund, 0.27% (b)	5,422,308		5,422,308
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	4,126,375		4,126,375
TOTAL MONEY MARKET FUNDS (Cost $15,198,391)		15,198,391
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $1,145,930,310)			1,255,331,276
NET OTHER ASSETS (LIABILITIES) - (0.4)%			(5,147,186)
NET ASSETS - 100%		$ 1,250,184,090

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
84 NYSE E-mini MSCI EAFE Index Contracts	Sept. 2013	$ 6,886,740	$ (149,260)

The face value of futures purchased as a percentage of net assets is 0.6%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $394,999.

(f) Affiliated fund that is generally 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 website at www.sec.gov. 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website 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	$ 42,236
Fidelity Emerging Markets Debt Central Fund	189,871
Fidelity Emerging Markets Equity Central Fund	471,549
Fidelity Floating Rate Central Fund	916,414
Fidelity High Income Central Fund 1	905,798
Fidelity International Equity Central Fund	2,176,142
Fidelity Money Market Central Fund	8,736
Fidelity Securities Lending Cash Central Fund	101,507
Fidelity VIP Investment Grade Central Fund	5,325,381
Total	$ 10,137,634

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 Commodity Strategy Central Fund	$ 12,545,365	$ -	$ 12,015,778	$ -	0.0%
Fidelity Emerging Markets Debt Central Fund	6,467,629	225,243	969,058	5,110,844	5.9%
Fidelity Emerging Markets Equity Central Fund	52,978,373	471,549	36,210,629	12,677,088	6.6%
Fidelity Floating Rate Central Fund	50,838,245	916,100	20,355,446	31,868,914	2.4%
Fidelity High Income Central Fund 1	38,097,411	905,798	11,831,821	26,751,896	6.7%
Fidelity Inflation-Protected Bond Index Central Fund	49,805,151	14,021,656	30,074,321	31,402,124	7.0%
Fidelity International Equity Central Fund	105,633,406	45,986,068	1,572,340	152,591,150	6.5%
Fidelity VIP Investment Grade Central Fund	439,718,435	81,237,918	12,011,096	488,922,240	11.7%
Total	$ 756,084,015	$ 143,764,332	$ 125,040,489	$ 749,324,256

Other Information

The following is a summary of the inputs used, as of June 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 145,227,870	$ 145,227,870	$ -	$ -
Consumer Staples	17,641,921	17,641,921	-	-
Energy	58,323,387	58,323,387	-	-
Financials	58,878,671	58,878,671	-	-
Health Care	94,634,642	90,818,642	3,816,000	-
Industrials	29,556,233	29,556,233	-	-
Information Technology	63,736,133	63,736,133	-	-
Materials	19,338,513	19,338,513	-	-
Telecommunication Services	2,631,260	2,631,260	-	-
U.S. Government and Government Agency Obligations	839,999	-	839,999	-
Fixed-Income Funds	584,056,018	584,056,018	-	-
Money Market Funds	15,198,391	15,198,391	-	-
Equity Funds	165,268,238	165,268,238	-	-
Total Investments in Securities:	$ 1,255,331,276	$ 1,250,675,277	$ 4,655,999	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (149,260)	$ (149,260)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (149,260)
Total Value of Derivatives	$ -	$ (149,260)

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

Other Information

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of the investments of Fidelity's Central Funds, other than the Money Market Central Funds. Percentages in the below tables are adjusted for the effect of TBA Sale Commitments.

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

U.S. Government and U.S. Government Agency Obligations	27.1%
AAA,AA,A	5.8%
BBB	6.9%
BB	2.4%
B	2.2%
CCC,CC,C	0.6%
D	0.0%*
Not Rated	0.6%
Equities	52.3%
Short-Term Investments and Net Other Assets	2.1%
	100.0%

* Amount represents less than 0.1%

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

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

United States of America	80.4%
United Kingdom	3.3%
Japan	2.4%
France	1.3%
Australia	1.3%
Canada	1.1%
Others (Individually Less Than 1%)	10.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $4,018,673) - See accompanying schedule: Unaffiliated issuers (cost $368,215,028)	$ 490,808,629
Fidelity Central Funds (cost $777,715,282)	764,522,647
Total Investments (cost $1,145,930,310)		$ 1,255,331,276
Receivable for investments sold		12,155,475
Receivable for fund shares sold		748,085
Dividends receivable		142,378
Distributions receivable from Fidelity Central Funds		83,344
Other receivables		74,127
Total assets		1,268,534,685

Liabilities
Payable to custodian bank	$ 222,629
Payable for investments purchased	12,878,911
Payable for foreign currency contracts	253
Payable for fund shares redeemed	338,346
Accrued management fee	531,729
Distribution and service plan fees payable	6,902
Payable for daily variation margin for derivative instruments	12,600
Other affiliated payables	147,641
Other payables and accrued expenses	85,209
Collateral on securities loaned, at value	4,126,375
Total liabilities		18,350,595

Net Assets		$ 1,250,184,090
Net Assets consist of:
Paid in capital		$ 1,098,574,902
Undistributed net investment income		8,604,223
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		33,754,528
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		109,250,437
Net Assets		$ 1,250,184,090

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($1,091,120,689 ÷ 69,498,343 shares)		$ 15.70

Service Class: Net Asset Value, offering price and redemption price per share ($8,016,467 ÷ 514,201 shares)		$ 15.59

Service Class 2: Net Asset Value, offering price and redemption price per share ($29,466,657 ÷ 1,911,802 shares)		$ 15.41

Investor Class: Net Asset Value, offering price and redemption price per share ($121,580,277 ÷ 7,778,290 shares)		$ 15.63

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Dividends		$ 2,674,491
Interest		484
Income from Fidelity Central Funds		10,137,634
Total income		12,812,609

Expenses
Management fee	$ 3,244,153
Transfer agent fees	504,346
Distribution and service plan fees	41,668
Accounting and security lending fees	262,236
Custodian fees and expenses	15,720
Independent trustees' compensation	2,536
Appreciation in deferred trustee compensation account	129
Audit	27,986
Legal	2,605
Miscellaneous	6,209
Total expenses before reductions	4,107,588
Expense reductions	(42,928)	4,064,660
Net investment income (loss)		8,747,949
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	25,646,309
Fidelity Central Funds	9,834,453
Foreign currency transactions	(13,218)
Futures contracts	1,660,602
Capital gain distributions from Fidelity Central Funds	4,778,042
Total net realized gain (loss)		41,906,188
Change in net unrealized appreciation (depreciation) on: Investment securities	(5,815,179)
Assets and liabilities in foreign currencies	(667)
Futures contracts	(409,994)
Total change in net unrealized appreciation (depreciation)		(6,225,840)
Net gain (loss)		35,680,348
Net increase (decrease) in net assets resulting from operations		$ 44,428,297

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 8,747,949	$ 19,922,007
Net realized gain (loss)	41,906,188	38,436,996
Change in net unrealized appreciation (depreciation)	(6,225,840)	92,574,785
Net increase (decrease) in net assets resulting from operations	44,428,297	150,933,788
Distributions to shareholders from net investment income	(330,141)	(19,181,825)
Distributions to shareholders from net realized gain	-	(9,275,331)
Total distributions	(330,141)	(28,457,156)
Share transactions - net increase (decrease)	(58,314,836)	(110,410,297)
Total increase (decrease) in net assets	(14,216,680)	12,066,335

Net Assets
Beginning of period	1,264,400,770	1,252,334,435
End of period (including undistributed net investment income of $8,604,223 and undistributed net investment income of $186,415, respectively)	$ 1,250,184,090	$ 1,264,400,770

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.17	$ 13.80	$ 14.54	$ 13.00	$ 10.31	$ 16.58
Income from Investment Operations
Net investment income (loss) ^E	.11	.23	.28	.23	.26	.36
Net realized and unrealized gain (loss)	.42	1.49	(.66)	1.62	2.73	(4.75)
Total from investment operations	.53	1.72	(.38)	1.85	2.99	(4.39)
Distributions from net investment income	-^I	(.24)	(.29)	(.24)	(.28)	(.37)
Distributions from net realized gain	-	(.11)	(.07)	(.07)	(.02)	(1.51)
Total distributions	-^I	(.35)	(.36)	(.31)	(.30)	(1.88)
Net asset value, end of period	$ 15.70	$ 15.17	$ 13.80	$ 14.54	$ 13.00	$ 10.31
Total Return^B,C,D	3.52%	12.48%	(2.56)%	14.26%	29.11%	(28.76)%
Ratios to Average Net Assets^F,H
Expenses before reductions	.62% ^A	.63%	.63%	.63%	.67%	.63%
Expenses net of fee waivers, if any	.62% ^A	.63%	.63%	.63%	.67%	.63%
Expenses net of all reductions	.62% ^A	.62%	.62%	.62%	.66%	.63%
Net investment income (loss)	1.37% ^A	1.57%	1.91%	1.72%	2.31%	2.62%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,091,121	$ 1,114,021	$ 1,108,494	$ 1,279,306	$ 1,249,955	$ 1,093,133
Portfolio turnover rate ^G	55% ^A	47%	56%	54%	95%	90%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.08	$ 13.71	$ 14.45	$ 12.92	$ 10.25	$ 16.48
Income from Investment Operations
Net investment income (loss) ^E	.10	.21	.26	.22	.25	.34
Net realized and unrealized gain (loss)	.41	1.49	(.65)	1.60	2.71	(4.71)
Total from investment operations	.51	1.70	(.39)	1.82	2.96	(4.37)
Distributions from net investment income	-^I	(.22)	(.28)	(.22)	(.27)	(.35)
Distributions from net realized gain	-	(.11)	(.07)	(.07)	(.02)	(1.51)
Total distributions	-^I	(.33)	(.35)	(.29)	(.29)	(1.86)
Net asset value, end of period	$ 15.59	$ 15.08	$ 13.71	$ 14.45	$ 12.92	$ 10.25
Total Return^B,C,D	3.41%	12.43%	(2.69)%	14.14%	28.94%	(28.82)%
Ratios to Average Net Assets^F,H
Expenses before reductions	.74% ^A	.74%	.75%	.75%	.79%	.75%
Expenses net of fee waivers, if any	.74% ^A	.74%	.74%	.74%	.79%	.75%
Expenses net of all reductions	.73% ^A	.73%	.74%	.73%	.78%	.75%
Net investment income (loss)	1.26% ^A	1.45%	1.79%	1.60%	2.18%	2.50%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,016	$ 8,429	$ 8,042	$ 8,613	$ 8,230	$ 7,413
Portfolio turnover rate ^G	55% ^A	47%	56%	54%	95%	90%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 14.92	$ 13.57	$ 14.30	$ 12.79	$ 10.15	$ 16.34
Income from Investment Operations
Net investment income (loss) ^E	.09	.19	.24	.19	.23	.32
Net realized and unrealized gain (loss)	.40	1.47	(.65)	1.59	2.68	(4.67)
Total from investment operations	.49	1.66	(.41)	1.78	2.91	(4.35)
Distributions from net investment income	-^I	(.19)	(.25)	(.20)	(.25)	(.33)
Distributions from net realized gain	-	(.11)	(.07)	(.07)	(.02)	(1.51)
Total distributions	-^I	(.31)^J	(.32)	(.27)	(.27)	(1.84)
Net asset value, end of period	$ 15.41	$ 14.92	$ 13.57	$ 14.30	$ 12.79	$ 10.15
Total Return^B,C,D	3.31%	12.24%	(2.82)%	13.96%	28.76%	(28.95)%
Ratios to Average Net Assets^F,H
Expenses before reductions	.88% ^A	.89%	.90%	.90%	.93%	.90%
Expenses net of fee waivers, if any	.88% ^A	.89%	.89%	.89%	.93%	.90%
Expenses net of all reductions	.88% ^A	.88%	.89%	.88%	.92%	.89%
Net investment income (loss)	1.11% ^A	1.30%	1.64%	1.46%	2.04%	2.36%
Supplemental Data
Net assets, end of period (000 omitted)	$ 29,467	$ 29,966	$ 32,508	$ 39,148	$ 39,475	$ 37,360
Portfolio turnover rate ^G	55% ^A	47%	56%	54%	95%	90%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share. ^J Total distributions of $.31 per share is comprised of distributions from net investment income of $.194 and distributions from net realized gain of $.113 per share.

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.11	$ 13.74	$ 14.49	$ 12.96	$ 10.28	$ 16.53
Income from Investment Operations
Net investment income (loss) ^E	.10	.22	.27	.22	.25	.34
Net realized and unrealized gain (loss)	.42	1.49	(.67)	1.61	2.73	(4.72)
Total from investment operations	.52	1.71	(.40)	1.83	2.98	(4.38)
Distributions from net investment income	-^I	(.22)	(.28)	(.23)	(.28)	(.36)
Distributions from net realized gain	-	(.11)	(.07)	(.07)	(.02)	(1.51)
Total distributions	-^I	(.34)^J	(.35)	(.30)	(.30)	(1.87)
Net asset value, end of period	$ 15.63	$ 15.11	$ 13.74	$ 14.49	$ 12.96	$ 10.28
Total Return^B,C,D	3.47%	12.44%	(2.72)%	14.16%	29.01%	(28.79)%
Ratios to Average Net Assets^F,H
Expenses before reductions	.71% ^A	.71%	.71%	.72%	.77%	.73%
Expenses net of fee waivers, if any	.71% ^A	.71%	.71%	.71%	.77%	.73%
Expenses net of all reductions	.70% ^A	.70%	.70%	.70%	.76%	.72%
Net investment income (loss)	1.29% ^A	1.48%	1.82%	1.63%	2.21%	2.53%
Supplemental Data
Net assets, end of period (000 omitted)	$ 121,580	$ 111,985	$ 103,290	$ 98,171	$ 67,641	$ 51,264
Portfolio turnover rate ^G	55% ^A	47%	56%	54%	95%	90%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share. ^J Total distributions of $.34 per share is comprised of distributions from net investment income of $.223 and distributions from net realized gain of $.113 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP 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.

2. Investments in Fidelity Central Funds.

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

Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the 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	Expense Ratio*
Fidelity Emerging Markets Debt Central Fund	FMR Co., Inc. (FMRC)	Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.	Foreign Securities Loans & Direct Debt Instruments Restricted Securities	.01%
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities Futures Restricted Securities	.11%
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 Futures	.01%
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	.00%**
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.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity Inflation-Protected Bond Index Central Fund	Fidelity Investment Money Management, Inc. (FIMM)	Seeks to provide investment results that correspond to the performance of the inflation-protected United States Treasury market, and may invest in derivatives.	Repurchase Agreements	.00%**
VIP Investment Grade Central Fund	FIMM	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swaps	.00%**
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	.00%**

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

** Amount represents less than 0.01%

Semiannual Report

2. Investments in Fidelity Central Funds - continued

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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the Fidelity Central Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Fidelity Central Funds' expenses through the impact of these expenses on each Fidelity Central Fund's NAV. Based on their most recent shareholder report date, expenses of the Fidelity Central Funds ranged from less than .01% to .11%.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to short-term gains distributions from Fidelity Central Funds, futures contracts, foreign currency transactions, market discount, partnerships (including allocations from Fidelity Central Funds), in-kind transactions, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 159,912,205
Gross unrealized depreciation	(38,708,846)
Net unrealized appreciation (depreciation) on securities and other investments	$ 121,203,359

Tax cost	$ 1,134,127,917

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Fiscal year of expiration
2017	$ (32,388,993)

4. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $1,660,602 and a change in net unrealized appreciation (depreciation) of ($409,994) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $335,540,493 and $354,737,735, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .50% of the Fund's average net assets.

FMR pays a portion of the management fees received from the Fund to the Fidelity Central Funds' investment advisers, who are also affiliates, for managing the assets of the Fidelity Central Funds.

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

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

Service Class	$ 4,120
Service Class 2	37,548
	$ 41,668

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

Initial Class	$ 396,682
Service Class	3,437
Service Class 2	12,201
Investor Class	92,026
	$ 504,346

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8,774 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,666 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Semiannual Report

8. Security Lending - continued

apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $259,920. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $101,507, including $28,381 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund, and certain Central Funds, provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $42,928 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ 290,159	$ 17,052,128
Service Class	2,075	114,427
Service Class 2	7,786	392,929
Investor Class	30,121	1,622,341
Total	$ 330,141	$ 19,181,825
From net realized gain
Initial Class	$ -	$ 8,164,790
Service Class	-	59,587
Service Class 2	-	228,871
Investor Class	-	822,083
Total	$ -	$ 9,275,331

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	995,304	2,183,168	$ 15,709,827	$ 32,447,664
Reinvestment of distributions	18,541	1,678,889	290,159	25,216,918
Shares redeemed	(4,931,455)	(10,780,089)	(77,889,163)	(160,348,899)
Net increase (decrease)	(3,917,610)	(6,918,032)	$ (61,889,177)	$ (102,684,317)
Service Class
Shares sold	16,071	105,187	$ 251,625	$ 1,549,922
Reinvestment of distributions	133	11,663	2,075	174,014
Shares redeemed	(61,065)	(144,367)	(949,409)	(2,118,322)
Net increase (decrease)	(44,861)	(27,517)	$ (695,709)	$ (394,386)
Service Class 2
Shares sold	117,367	275,190	$ 1,830,203	$ 4,055,076
Reinvestment of distributions	506	42,127	7,786	621,800
Shares redeemed	(214,995)	(704,421)	(3,326,951)	(10,322,539)
Net increase (decrease)	(97,122)	(387,104)	$ (1,488,962)	$ (5,645,663)
Investor Class
Shares sold	642,521	927,759	$ 10,067,528	$ 13,650,637
Reinvestment of distributions	1,932	163,397	30,121	2,444,424
Shares redeemed	(275,740)	(1,196,468)	(4,338,637)	(17,780,992)
Net increase (decrease)	368,713	(105,312)	$ 5,759,012	$ (1,685,931)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 32% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 28% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAM-SANN-0813
1.705701.115

Fidelity® Variable Insurance Products:
Asset Manager: Growth Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

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.

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.72%
Actual		$ 1,000.00	$ 1,055.20	$ 3.67
Hypothetical^A		$ 1,000.00	$ 1,021.22	$ 3.61
Service Class	.82%
Actual		$ 1,000.00	$ 1,054.90	$ 4.18
Hypothetical^A		$ 1,000.00	$ 1,020.73	$ 4.11
Service Class 2	1.03%
Actual		$ 1,000.00	$ 1,053.80	$ 5.25
Hypothetical^A		$ 1,000.00	$ 1,019.69	$ 5.16
Investor Class	.81%
Actual		$ 1,000.00	$ 1,054.70	$ 4.13
Hypothetical^A		$ 1,000.00	$ 1,020.78	$ 4.06

^A 5% return per year before expenses

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.5	3.3
Google, Inc. Class A	1.3	0.0
Bank of America Corp.	1.2	0.1
Gilead Sciences, Inc.	1.1	0.9
Green Mountain Coffee Roasters, Inc.	1.0	0.6
Comcast Corp. Class A	1.0	0.7
Anadarko Petroleum Corp.	0.9	0.5
PulteGroup, Inc.	0.9	1.1
Citigroup, Inc.	0.9	1.0
Pioneer Natural Resources Co.	0.9	1.0
	11.7
Market Sectors as of June 30, 2013
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.1	15.7
Health Care	12.1	9.0
Financials	11.2	9.2
Information Technology	8.0	11.3
Energy	7.8	7.4
Industrials	5.4	5.9
Consumer Staples	4.2	4.1
Materials	3.7	4.3
Telecommunication Services	1.3	1.7
Utilities	0.8	0.6

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stock Class and Equity Futures 72.9%			Stock Class and Equity Futures*** 72.1%
	Bond Class 25.1%			Bond Class 24.2%
	Short-Term Class 2.0%			Short-Term Class 3.7%
* Foreign investments		26.2%	** Foreign investments		24.4%

ang5519083

*** Includes investment in Fidelity Commodity Strategy Central Fund of 1.0%

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 53.4%
	Shares		Value
CONSUMER DISCRETIONARY - 15.9%
Auto Components - 0.6%
Delphi Automotive PLC	19,800		$ 1,003,662
Diversified Consumer Services - 0.3%
Anhanguera Educacional Participacoes SA	29,400		172,077
Estacio Participacoes SA	37,800		273,418
			445,495
Hotels, Restaurants & Leisure - 1.5%
Alsea S.A.B. de CV	78,200		186,124
Chipotle Mexican Grill, Inc. (a)	2,200		801,570
Fiesta Restaurant Group, Inc. (a)	7,300		251,047
Las Vegas Sands Corp.	9,100		481,663
Panera Bread Co. Class A (a)	2,200		409,068
Penn National Gaming, Inc. (a)	5,800		306,588
			2,436,060
Household Durables - 2.8%
D.R. Horton, Inc.	53,000		1,127,840
KB Home	58,600		1,150,318
Mohawk Industries, Inc. (a)	800		89,992
PulteGroup, Inc. (a)	82,800		1,570,716
Toll Brothers, Inc. (a)	24,400		796,172
			4,735,038
Internet & Catalog Retail - 0.7%
priceline.com, Inc. (a)	1,300		1,075,269
Media - 4.4%
CBS Corp. Class B	24,100		1,177,767
Comcast Corp. Class A	38,700		1,620,756
Naspers Ltd. Class N	2,500		184,622
News Corp. Class A	43,500		1,418,100
Sirius XM Radio, Inc. (d)	134,200		449,570
The Walt Disney Co.	21,100		1,332,465
Time Warner, Inc.	20,000		1,156,400
			7,339,680
Multiline Retail - 0.7%
Macy's, Inc.	24,700		1,185,600
Specialty Retail - 2.9%
Cabela's, Inc. Class A (a)	8,900		576,364
Conn's, Inc. (a)	8,800		455,488
Dick's Sporting Goods, Inc.	600		30,036
Gap, Inc.	2,200		91,806
GNC Holdings, Inc.	23,500		1,038,935
Home Depot, Inc.	16,200		1,255,014
Lowe's Companies, Inc.	7,400		302,660
Pier 1 Imports, Inc.	9,900		232,551
TJX Companies, Inc.	17,300		866,038
			4,848,892
Textiles, Apparel & Luxury Goods - 2.0%
Arezzo Industria e Comercio SA	7,200		110,129
Coach, Inc.	1,900		108,471

	Shares		Value
Crocs, Inc. (a)	7,700		$ 127,050
Deckers Outdoor Corp. (a)	10,600		535,406
Michael Kors Holdings Ltd. (a)	13,359		828,525
Prada SpA	35,900		325,857
PVH Corp.	4,600		575,230
Vera Bradley, Inc. (a)(d)	6,600		142,956
VF Corp.	3,400		656,404
			3,410,028
TOTAL CONSUMER DISCRETIONARY			26,479,724
CONSUMER STAPLES - 1.9%
Beverages - 0.9%
Fomento Economico Mexicano S.A.B. de CV unit	33,800		350,353
Monster Beverage Corp. (a)	19,900		1,209,323
			1,559,676
Food Products - 1.0%
Green Mountain Coffee Roasters, Inc. (a)	22,200		1,666,332
TOTAL CONSUMER STAPLES			3,226,008
ENERGY - 6.4%
Oil, Gas & Consumable Fuels - 6.4%
Anadarko Petroleum Corp.	17,600		1,512,368
Cabot Oil & Gas Corp.	9,400		667,588
Cobalt International Energy, Inc. (a)	14,100		374,637
Concho Resources, Inc. (a)	11,000		920,920
Continental Resources, Inc. (a)	11,500		989,690
EOG Resources, Inc.	5,800		763,744
Genel Energy PLC (a)	18,400		256,767
Hess Corp.	12,800		851,072
HollyFrontier Corp.	7,500		320,850
Kosmos Energy Ltd. (a)	17,900		181,864
Marathon Petroleum Corp.	8,600		611,116
Murphy Oil Corp.	1,400		85,246
Occidental Petroleum Corp.	8,800		785,224
PBF Energy, Inc. Class A (d)	9,600		248,640
Phillips 66	9,800		577,318
Pioneer Natural Resources Co.	10,300		1,490,925
			10,637,969
FINANCIALS - 6.4%
Capital Markets - 2.7%
Apollo Global Management LLC Class A	49,200		1,185,720
BlackRock, Inc. Class A	3,200		821,920
Goldman Sachs Group, Inc.	4,600		695,750
KKR & Co. LP	24,300		477,738
Morgan Stanley	31,700		774,431
The Blackstone Group LP	29,100		612,846
			4,568,405
Diversified Financial Services - 2.3%
Bank of America Corp.	155,400		1,998,444
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc.	31,100		$ 1,491,867
JPMorgan Chase & Co.	5,100		269,229
			3,759,540
Real Estate Investment Trusts - 0.4%
American Tower Corp.	9,800		717,066
Real Estate Management & Development - 0.6%
Altisource Asset Management Corp. (a)	450		121,500
Altisource Portfolio Solutions SA	4,500		423,360
Altisource Residential Corp. Class B (a)	6,300		105,147
CBRE Group, Inc. (a)	11,600		270,976
			920,983
Thrifts & Mortgage Finance - 0.4%
Ocwen Financial Corp. (a)	17,400		717,228
TOTAL FINANCIALS			10,683,222
HEALTH CARE - 10.2%
Biotechnology - 6.0%
Achillion Pharmaceuticals, Inc. (a)	9,200		75,256
Alexion Pharmaceuticals, Inc. (a)	8,900		820,936
Amgen, Inc.	14,400		1,420,704
ARIAD Pharmaceuticals, Inc. (a)	20,100		351,549
Biogen Idec, Inc. (a)	6,600		1,420,320
BioMarin Pharmaceutical, Inc. (a)	7,800		435,162
Clovis Oncology, Inc. (a)	3,600		241,128
Gilead Sciences, Inc. (a)	36,500		1,869,165
Infinity Pharmaceuticals, Inc. (a)	3,100		50,375
Intercept Pharmaceuticals, Inc.	3,800		170,392
InterMune, Inc. (a)	14,400		138,528
KYTHERA Biopharmaceuticals, Inc.	5,600		151,480
MannKind Corp. (a)(d)	11,800		76,700
Medivation, Inc. (a)	20,500		1,008,600
Onyx Pharmaceuticals, Inc. (a)	5,500		660,000
Regeneron Pharmaceuticals, Inc. (a)	3,500		787,080
Synageva BioPharma Corp. (a)	8,900		373,800
			10,051,175
Health Care Equipment & Supplies - 1.1%
Edwards Lifesciences Corp. (a)	13,500		907,200
Haemonetics Corp. (a)	6,600		272,910
The Cooper Companies, Inc.	5,200		619,060
			1,799,170
Health Care Providers & Services - 1.7%
Catamaran Corp. (a)	8,500		413,725
Community Health Systems, Inc.	8,200		384,416
Express Scripts Holding Co. (a)	23,900		1,474,391
Tenet Healthcare Corp. (a)	13,000		599,300
			2,871,832

	Shares		Value
Pharmaceuticals - 1.4%
Jazz Pharmaceuticals PLC (a)	6,300		$ 432,999
Pacira Pharmaceuticals, Inc. (a)	2,000		58,000
Santarus, Inc. (a)	10,000		210,500
Valeant Pharmaceuticals International, Inc. (Canada) (a)	15,806		1,362,830
ViroPharma, Inc. (a)	11,100		318,015
			2,382,344
TOTAL HEALTH CARE			17,104,521
INDUSTRIALS - 3.2%
Airlines - 2.5%
AMR Corp. (a)	99,900		402,597
Copa Holdings SA Class A	2,100		275,352
Delta Air Lines, Inc.	54,600		1,021,566
U.S. Airways Group, Inc. (a)	80,400		1,320,168
United Continental Holdings, Inc. (a)	34,485		1,079,036
			4,098,719
Construction & Engineering - 0.0%
Quanta Services, Inc. (a)	2,500		66,150
Electrical Equipment - 0.5%
Eaton Corp. PLC	12,500		822,625
Professional Services - 0.2%
Bureau Veritas SA	14,400		372,907
TOTAL INDUSTRIALS			5,360,401
INFORMATION TECHNOLOGY - 7.0%
Communications Equipment - 0.1%
Alcatel-Lucent SA sponsored ADR (a)	118,600		215,852
Computers & Peripherals - 2.8%
3D Systems Corp. (a)(d)	6,050		265,595
Apple, Inc.	10,700		4,238,054
SanDisk Corp. (a)	3,700		226,070
			4,729,719
Internet Software & Services - 2.6%
Bankrate, Inc. (a)	36,700		527,012
Cornerstone OnDemand, Inc. (a)	10,800		467,532
eBay, Inc. (a)	15,500		801,660
Facebook, Inc. Class A (a)	7,580		188,439
Google, Inc. Class A (a)	2,500		2,200,925
Liquidity Services, Inc. (a)(d)	3,500		121,345
			4,306,913
IT Services - 1.0%
FleetCor Technologies, Inc. (a)	7,700		626,010
Visa, Inc. Class A	5,300		968,575
			1,594,585
Semiconductors & Semiconductor Equipment - 0.2%
Freescale Semiconductor Holdings I Ltd. (a)	23,100		313,005
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 0.3%
CommVault Systems, Inc. (a)	5,900		$ 447,751
TOTAL INFORMATION TECHNOLOGY			11,607,825
MATERIALS - 2.1%
Chemicals - 2.1%
Axiall Corp.	6,300		268,254
Eastman Chemical Co.	11,400		798,114
LyondellBasell Industries NV Class A	17,300		1,146,298
Mexichem S.A.B. de CV	36,900		153,752
Rockwood Holdings, Inc.	4,300		275,329
Sherwin-Williams Co.	2,100		370,860
Westlake Chemical Corp.	5,300		510,973
			3,523,580
TELECOMMUNICATION SERVICES - 0.3%
Wireless Telecommunication Services - 0.3%
SBA Communications Corp. Class A (a)	6,500		481,780
TOTAL COMMON STOCKS (Cost $66,907,063)		89,105,030
Fixed-Income Funds - 26.1%

Fidelity Emerging Markets Debt Central Fund (f)	48,047		490,555
Fidelity Floating Rate Central Fund (f)	15,684		1,660,732
Fidelity High Income Central Fund 1 (f)	33,845		3,414,613
Fidelity Inflation-Protected Bond Index Central Fund (a)(f)	34,428		3,357,763
Fidelity VIP Investment Grade Central Fund (f)	333,630		34,660,834
TOTAL FIXED-INCOME FUNDS (Cost $42,617,477)		43,584,497
Equity Funds - 19.5%

International Equity Funds - 19.5%
Fidelity Emerging Markets Equity Central Fund (f)	18,284		3,388,823
Fidelity International Equity Central Fund (f)	412,640		29,103,506
TOTAL EQUITY FUNDS (Cost $39,094,082)		32,492,329

U.S. Treasury Obligations - 0.0%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 0.04% to 0.05% 7/5/13 (e) (Cost $100,000)	$ 100,000	$ 100,000

Money Market Funds - 1.7%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	1,694,374		1,694,374
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	1,208,400		1,208,400
TOTAL MONEY MARKET FUNDS (Cost $2,902,774)		2,902,774
TOTAL INVESTMENT PORTFOLIO - 100.7% (Cost $151,621,396)			168,184,630
NET OTHER ASSETS (LIABILITIES) - (0.7)%			(1,216,423)
NET ASSETS - 100%		$ 166,968,207

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
7 NYSE E-mini MSCI EAFE Index Contracts	Sept. 2013	$ 573,895	$ (12,438)

The face value of futures purchased as a percentage of net assets is 0.3%

Legend

(a) Non-income producing

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $100,000.

(f) Affiliated fund that is generally 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 website 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 are available on the SEC's website 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	$ 4,235
Fidelity Emerging Markets Debt Central Fund	23,747
Fidelity Emerging Markets Equity Central Fund	95,682
Fidelity Floating Rate Central Fund	55,229
Fidelity High Income Central Fund 1	110,796
Fidelity International Equity Central Fund	433,482
Fidelity Securities Lending Cash Central Fund	17,672
Fidelity VIP Investment Grade Central Fund	371,711
Total	$ 1,112,554

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 Commodity Strategy Central Fund	$ 1,583,138	$ -	$ 1,515,013	$ -	0.0%
Fidelity Emerging Markets Debt Central Fund	808,859	28,170	269,824	490,555	0.6%
Fidelity Emerging Markets Equity Central Fund	9,027,490	248,522	4,963,568	3,388,823	1.8%
Fidelity Floating Rate Central Fund	4,048,579	55,198	2,481,105	1,660,732	0.1%
Fidelity High Income Central Fund 1	4,042,127	110,796	680,823	3,414,613	0.9%
Fidelity Inflation-Protected Bond Index Central Fund	4,799,420	1,893,692	3,084,414	3,357,763	0.7%
Fidelity International Equity Central Fund	21,589,033	7,423,623	424,720	29,103,506	1.2%
Fidelity VIP Investment Grade Central Fund	28,673,911	7,455,220	-	34,660,834	0.8%
Total	$ 74,572,557	$ 17,215,221	$ 13,419,467	$ 76,076,826

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 26,479,724	$ 26,479,724	$ -	$ -
Consumer Staples	3,226,008	3,226,008	-	-
Energy	10,637,969	10,637,969	-	-
Financials	10,683,222	10,683,222	-	-
Health Care	17,104,521	16,444,521	660,000	-
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Industrials	$ 5,360,401	$ 5,360,401	$ -	$ -
Information Technology	11,607,825	11,607,825	-	-
Materials	3,523,580	3,523,580	-	-
Telecommunication Services	481,780	481,780	-	-
U.S. Government and Government Agency Obligations	100,000	-	100,000	-
Fixed-Income Funds	43,584,497	43,584,497	-	-
Money Market Funds	2,902,774	2,902,774	-	-
Equity Funds	32,492,329	32,492,329	-	-
Total Investments in Securities:	$ 168,184,630	$ 167,424,630	$ 760,000	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (12,438)	$ (12,438)	$ -	$ -

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

Transfers	Total
Level 1 to Level 2	$ 332,332
Level 2 to Level 1	$ 1,624,229

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (12,438)
Total Value of Derivatives	$ -	$ (12,438)

Other Information

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of the investments of Fidelity's Central Funds, other than the Money Market Central Funds. Percentages in the below tables are adjusted for the effect of TBA Sale Commitments.

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

U.S. Government and U.S. Government Agency Obligations	15.2%
AAA,AA,A	2.8%
BBB	3.9%
BB	1.5%
B	1.5%
CCC,CC,C	0.3%
D	0.0%*
Not Rated	0.4%
Equities	72.6%
Short-Term Investments and Net Other Assets	1.8%
	100.0%

* Amount represents less than 0.1%

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

United States of America	73.8%
United Kingdom	4.1%
Japan	3.5%
France	1.9%
Germany	1.4%
Canada	1.3%
Australia	1.3%
Netherlands	1.2%
Switzerland	1.1%
Bailiwick of Jersey	1.0%
Others (Individually Less Than 1%)	9.4%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $1,177,596) - See accompanying schedule: Unaffiliated issuers (cost $67,007,063)	$ 89,205,030
Fidelity Central Funds (cost $84,614,333)	78,979,600
Total Investments (cost $151,621,396)		$ 168,184,630
Cash		35,157
Receivable for investments sold		2,389,566
Receivable for fund shares sold		18,706
Dividends receivable		25,728
Distributions receivable from Fidelity Central Funds		7,736
Other receivables		9,993
Total assets		170,671,516

Liabilities
Payable for investments purchased	$ 2,345,455
Payable for fund shares redeemed	22,197
Accrued management fee	78,198
Distribution and service plan fees payable	996
Payable for daily variation margin for derivative instruments	1,050
Other affiliated payables	22,608
Other payables and accrued expenses	24,405
Collateral on securities loaned, at value	1,208,400
Total liabilities		3,703,309

Net Assets		$ 166,968,207
Net Assets consist of:
Paid in capital		$ 167,985,760
Undistributed net investment income		964,398
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(18,532,524)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		16,550,573
Net Assets		$ 166,968,207

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($116,317,695 ÷ 7,283,972 shares)		$ 15.97

Service Class: Net Asset Value, offering price and redemption price per share ($3,431,625 ÷ 216,348 shares)		$ 15.86

Service Class 2: Net Asset Value, offering price and redemption price per share ($3,362,220 ÷ 213,178 shares)		$ 15.77

Investor Class: Net Asset Value, offering price and redemption price per share ($43,856,667 ÷ 2,758,236 shares)		$ 15.90

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Dividends		$ 478,487
Interest		40
Income from Fidelity Central Funds		1,112,554
Total income		1,591,081

Expenses
Management fee	$ 468,307
Transfer agent fees	80,865
Distribution and service plan fees	6,319
Accounting and security lending fees	41,592
Custodian fees and expenses	9,500
Independent trustees' compensation	328
Audit	26,886
Legal	316
Miscellaneous	573
Total expenses before reductions	634,686
Expense reductions	(8,010)	626,676
Net investment income (loss)		964,405
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,957,902
Fidelity Central Funds	1,184,083
Foreign currency transactions	(2,569)
Futures contracts	195,039
Capital gain distributions from Fidelity Central Funds	333,481
Total net realized gain (loss)		5,667,936
Change in net unrealized appreciation (depreciation) on: Investment securities	2,232,109
Assets and liabilities in foreign currencies	(132)
Futures contracts	(13,752)
Total change in net unrealized appreciation (depreciation)		2,218,225
Net gain (loss)		7,886,161
Net increase (decrease) in net assets resulting from operations		$ 8,850,566

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 964,405	$ 2,047,482
Net realized gain (loss)	5,667,936	5,765,525
Change in net unrealized appreciation (depreciation)	2,218,225	15,662,987
Net increase (decrease) in net assets resulting from operations	8,850,566	23,475,994
Distributions to shareholders from net investment income	-	(2,210,245)
Distributions to shareholders from net realized gain	(53,235)	(580,372)
Total distributions	(53,235)	(2,790,617)
Share transactions - net increase (decrease)	(2,816,922)	(18,745,600)
Total increase (decrease) in net assets	5,980,409	1,939,777

Net Assets
Beginning of period	160,987,798	159,048,021
End of period (including undistributed net investment income of $964,398 and distributions in excess of net investment income of $7, respectively)	$ 166,968,207	$ 160,987,798

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.14	$ 13.35	$ 14.52	$ 12.66	$ 9.68	$ 15.51
Income from Investment Operations
Net investment income (loss) ^E	.09	.19	.22	.16	.17	.26
Net realized and unrealized gain (loss)	.75	1.87	(1.12)	1.91	3.01	(5.82)
Total from investment operations	.84	2.06	(.90)	2.07	3.18	(5.56)
Distributions from net investment income	-	(.21)	(.24)	(.16)	(.18)	(.26)
Distributions from net realized gain	(.01)	(.06)	(.03)	(.05)	(.02)	(.01)
Total distributions	(.01)	(.27)	(.27)	(.21)	(.20)	(.27)
Net asset value, end of period	$ 15.97	$ 15.14	$ 13.35	$ 14.52	$ 12.66	$ 9.68
Total Return ^{B, C, D}	5.52%	15.45%	(6.17)%	16.34%	32.91%	(35.81)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.72% ^A	.72%	.73%	.74%	.78%	.74%
Expenses net of fee waivers, if any	.72% ^A	.72%	.72%	.73%	.78%	.74%
Expenses net of all reductions	.71% ^A	.71%	.71%	.72%	.77%	.73%
Net investment income (loss)	1.17% ^A	1.29%	1.49%	1.20%	1.57%	1.90%
Supplemental Data
Net assets, end of period (000 omitted)	$ 116,318	$ 116,252	$ 113,899	$ 138,051	$ 136,479	$ 118,672
Portfolio turnover rate ^G	62% ^A	59%	71%	68%	126%	110%

^A Annualized

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

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

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

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

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

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

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

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.04	$ 13.26	$ 14.42	$ 12.58	$ 9.62	$ 15.41
Income from Investment Operations
Net investment income (loss) ^E	.08	.17	.20	.14	.16	.24
Net realized and unrealized gain (loss)	.75	1.86	(1.11)	1.89	2.99	(5.77)
Total from investment operations	.83	2.03	(.91)	2.03	3.15	(5.53)
Distributions from net investment income	-	(.20)	(.22)	(.15)	(.17)	(.25)
Distributions from net realized gain	(.01)	(.06)	(.03)	(.05)	(.02)	(.01)
Total distributions	(.01)	(.25) ^I	(.25)	(.19)^J	(.19)	(.26)
Net asset value, end of period	$ 15.86	$ 15.04	$ 13.26	$ 14.42	$ 12.58	$ 9.62
Total Return ^{B, C, D}	5.49%	15.34%	(6.26)%	16.18%	32.79%	(35.88)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.82% ^A	.82%	.83%	.84%	.88%	.84%
Expenses net of fee waivers, if any	.82% ^A	.82%	.82%	.84%	.88%	.84%
Expenses net of all reductions	.81% ^A	.81%	.81%	.82%	.87%	.83%
Net investment income (loss)	1.07% ^A	1.19%	1.39%	1.09%	1.47%	1.80%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,432	$ 3,541	$ 5,654	$ 3,999	$ 3,838	$ 2,911
Portfolio turnover rate ^G	62% ^A	59%	71%	68%	126%	110%

^A Annualized

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

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

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

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

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

^I Total distributions of $.25 per share is comprised of distributions from net investment income of $.195 and distributions from net realized gain of $.055 per share.

^J Total distributions of $.19 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.045 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 14.97	$ 13.21	$ 14.36	$ 12.51	$ 9.57	$ 15.34
Income from Investment Operations
Net investment income (loss) ^E	.07	.14	.17	.12	.14	.22
Net realized and unrealized gain (loss)	.74	1.84	(1.09)	1.88	2.97	(5.75)
Total from investment operations	.81	1.98	(.92)	2.00	3.11	(5.53)
Distributions from net investment income	-	(.17)	(.20)	(.11)	(.15)	(.23)
Distributions from net realized gain	(.01)	(.06)	(.03)	(.05)	(.02)	(.01)
Total distributions	(.01)	(.22) ^I	(.23)	(.15) ^J	(.17)	(.24)
Net asset value, end of period	$ 15.77	$ 14.97	$ 13.21	$ 14.36	$ 12.51	$ 9.57
Total Return ^{B, C, D}	5.38%	15.03%	(6.39)%	16.02%	32.55%	(36.05)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	1.03% ^A	1.04%	1.01%	1.02%	1.06%	1.01%
Expenses net of fee waivers, if any	1.03% ^A	1.04%	1.01%	1.02%	1.06%	1.01%
Expenses net of all reductions	1.02% ^A	1.03%	1.00%	1.00%	1.05%	1.01%
Net investment income (loss)	.86% ^A	.97%	1.20%	.91%	1.29%	1.62%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,362	$ 3,621	$ 3,260	$ 6,046	$ 8,139	$ 6,545
Portfolio turnover rate ^G	62% ^A	59%	71%	68%	126%	110%

^A Annualized

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

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

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

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

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

^I Total distributions of $.22 per share is comprised of distributions from net investment income of $.167 and distributions from net realized gain of $.055 per share.

^J Total distributions of $.15 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.045 per share.

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.08	$ 13.30	$ 14.46	$ 12.61	$ 9.65	$ 15.46
Income from Investment Operations
Net investment income (loss) ^E	.09	.18	.20	.15	.16	.24
Net realized and unrealized gain (loss)	.74	1.86	(1.10)	1.90	2.99	(5.78)
Total from investment operations	.83	2.04	(.90)	2.05	3.15	(5.54)
Distributions from net investment income	-	(.20)	(.23)	(.15)	(.17)	(.26)
Distributions from net realized gain	(.01)	(.06)	(.03)	(.05)	(.02)	(.01)
Total distributions	(.01)	(.26)	(.26)	(.20)	(.19)	(.27)
Net asset value, end of period	$ 15.90	$ 15.08	$ 13.30	$ 14.46	$ 12.61	$ 9.65
Total Return ^{B, C, D}	5.47%	15.34%	(6.20)%	16.25%	32.68%	(35.85)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.81% ^A	.81%	.81%	.83%	.89%	.83%
Expenses net of fee waivers, if any	.81% ^A	.81%	.81%	.82%	.89%	.83%
Expenses net of all reductions	.80% ^A	.79%	.80%	.81%	.87%	.83%
Net investment income (loss)	1.09% ^A	1.21%	1.41%	1.11%	1.47%	1.81%
Supplemental Data
Net assets, end of period (000 omitted)	$ 43,857	$ 37,574	$ 36,235	$ 33,627	$ 26,307	$ 20,137
Portfolio turnover rate ^G	62% ^A	59%	71%	68%	126%	110%

^A Annualized

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP 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.

2. Investments in Fidelity Central Funds.

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

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices	Expense Ratio*
Fidelity Emerging Markets Debt Central Fund	FMR Co., Inc. (FMRC)	Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.	Foreign Securities Loans & Direct Debt Instruments Restricted Securities	.01%
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities Futures Restricted Securities	.11%
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 Futures	.01%
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	.00%**
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.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity Inflation-Protected Bond Index Central Fund	Fidelity Investment Money Management, Inc. (FIMM)	Seeks to provide investment results that correspond to the performance of the inflation-protected United States Treasury market, and may invest in derivatives.	Repurchase Agreements	.00%**
VIP Investment Grade Central Fund	FIMM	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swaps	.00%**
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	.00%**

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

** Amount represents less than .01%.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Investments in Fidelity Central Funds - continued

3. Significant Accounting Policies.

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies. - continued

Foreign Currency - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the Fidelity Central Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Fidelity Central Funds' expenses through the impact of these expenses on each Fidelity Central Fund's NAV. Based on their most recent shareholder report date, expenses of the Fidelity Central Funds ranged from less than .01% to .11%.

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, in-kind transactions, futures contracts, foreign currency transactions, 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 federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 25,812,750
Gross unrealized depreciation	(8,887,807)
Net unrealized appreciation (depreciation) on securities and other investments	$ 16,924,943

Tax cost	$ 151,259,687

Fiscal year of expiration
2016	$ (10,948,943)
2017	(21,359,159)
Total capital loss carryforward	$ (32,308,102)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments.

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

Equity Risk

During the period the Fund recognized net realized gain (loss) of $195,039 and a change in net unrealized appreciation (depreciation) of $(13,752) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $51,252,430 and $50,083,142, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

FMR pays a portion of the management fees received from the Fund to the Fidelity Central Funds' investment advisers, who are also affiliates, for managing the assets of the Fidelity Central Funds.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees- continued

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

Service Class	$ 1,830
Service Class 2	4,489
	$ 6,319

Initial Class	$ 44,218
Service Class	1,383
Service Class 2	2,355
Investor Class	32,909
	$ 80,865

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $214 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $86,640. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $17,672, including $635 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 $8,010 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 1,629,244
Service Class	-	45,299
Service Class 2	-	40,910
Investor Class	-	494,792
Total	$ -	$ 2,210,245
From net realized gain
Initial Class	$ 38,063	$ 418,731
Service Class	1,193	12,776
Service Class 2	1,207	13,474
Investor Class	12,772	135,391
Total	$ 53,235	$ 580,372

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	115,078	209,683	$ 1,823,724	$ 3,101,220
Reinvestment of distributions	2,406	137,264	38,063	2,047,975
Shares redeemed	(512,588)	(1,201,677)	(8,196,224)	(17,554,476)
Net increase (decrease)	(395,104)	(854,730)	$ (6,334,437)	$ (12,405,281)
Service Class
Shares sold	6,515	67,757	$ 100,928	$ 988,975
Reinvestment of distributions	76	3,916	1,193	58,075
Shares redeemed	(25,619)	(262,622)	(414,507)	(3,862,828)
Net increase (decrease)	(19,028)	(190,949)	$ (312,386)	$ (2,815,778)
Service Class 2
Shares sold	23,506	48,258	$ 369,559	$ 685,875
Reinvestment of distributions	77	3,682	1,207	54,384
Shares redeemed	(52,180)	(57,062)	(823,749)	(826,629)
Net increase (decrease)	(28,597)	(5,122)	$ (452,983)	$ (86,370)
Investor Class
Shares sold	384,977	326,655	$ 6,150,797	$ 4,754,809
Reinvestment of distributions	811	42,379	12,772	630,183
Shares redeemed	(119,208)	(602,703)	(1,880,685)	(8,823,163)
Net increase (decrease)	266,580	(233,669)	$ 4,282,884	$ (3,438,171)

12. Other.

At the end of the period, FMR or its affiliates were the owners of record of 79% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

Fidelity Investments Money Management, Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAMG-SANN-0813
1.705700.115

Fidelity® Variable Insurance Products:

Freedom Funds -
Income, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

VIP Freedom Income Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2005 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2010 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2015 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2020 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2025 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2030 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2035 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2040 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2045 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2050 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

Notes

(Click Here)

Notes to the financial statements.

Semiannual Report

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

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

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

This report and the financial statements contained herein are submitted for the general information of the shareholders of the 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.

Semiannual 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 (January 1, 2013 to June 30, 2013).

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^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
VIP Freedom Income
Initial Class	.00%
Actual		$ 1,000.00	$ 1,012.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,011.70	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,011.80	$ 1.25
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2005
Initial Class	.00%
Actual		$ 1,000.00	$ 1,030.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,029.30	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,029.40	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
VIP Freedom 2010
Initial Class	.00%
Actual		$ 1,000.00	$ 1,043.80	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,042.90	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,042.20	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2015
Initial Class	.00%
Actual		$ 1,000.00	$ 1,045.00	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,044.20	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,043.40	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2020
Initial Class	.00%
Actual		$ 1,000.00	$ 1,051.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,050.90	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,049.30	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2025
Initial Class	.00%
Actual		$ 1,000.00	$ 1,065.90	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,066.00	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,065.30	$ 1.28
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2030
Initial Class	.00%
Actual		$ 1,000.00	$ 1,070.20	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,069.30	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,069.60	$ 1.28
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
VIP Freedom 2035
Initial Class	.00%
Actual		$ 1,000.00	$ 1,085.20	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,084.50	$ .52
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,083.40	$ 1.29
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2040
Initial Class	.00%
Actual		$ 1,000.00	$ 1,086.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,086.40	$ .52
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,085.90	$ 1.29
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2045
Initial Class	.00%
Actual		$ 1,000.00	$ 1,090.80	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,090.10	$ .52
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,088.90	$ 1.29
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2050
Initial Class	.00%
Actual		$ 1,000.00	$ 1,092.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,091.90	$ .52
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,091.30	$ 1.30
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/ 365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Funds' invest are not included in each class' annualized expense ratio.

Semiannual Report

VIP Freedom Income Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	2.6	2.5
VIP Equity-Income Portfolio Initial Class	2.8	2.7
VIP Growth & Income Portfolio Initial Class	3.3	3.0
VIP Growth Portfolio Initial Class	2.7	2.5
VIP Mid Cap Portfolio Initial Class	0.8	0.7
VIP Value Portfolio Initial Class	2.1	2.0
VIP Value Strategies Portfolio Initial Class	1.0	1.0
	15.3	14.4
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	4.4	4.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	1.2	1.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.0	5.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.2	35.1
Short-Term Funds
VIP Money Market Portfolio Initial Class	39.9	39.8
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	15.3%
	Developed International Equity Funds	4.4%
	Emerging Markets Equity Funds	1.2%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.2%
	Short-Term Funds	39.9%

ang5519132

Six months ago
	Domestic Equity Funds	14.4%
	Developed International Equity Funds	4.3%
	Emerging Markets Equity Funds	1.3%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	35.1%
	Short-Term Funds	39.8%

ang5519140

Expected
	Domestic Equity Funds	14.6%
	Developed International Equity Funds	4.2%
	Emerging Markets Equity Funds	1.2%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	35.0%
	Short-Term Funds	40.0%

ang5519148

The six months ago allocation is based on the fund's holdings as of December 31, 2012. The period end allocation is based on the fund's holdings as of June 30, 2013. The expected allocation represents the fund's anticipated allocation at December 31, 2013.

Semiannual Report

VIP Freedom Income Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 15.3%
	Shares		Value
Domestic Equity Funds - 15.3%
VIP Contrafund Portfolio Initial Class	23,908		$ 704,343
VIP Equity-Income Portfolio Initial Class	33,172		756,329
VIP Growth & Income Portfolio Initial Class	51,284		865,156
VIP Growth Portfolio Initial Class	15,205		712,940
VIP Mid Cap Portfolio Initial Class	6,105		206,763
VIP Value Portfolio Initial Class	38,513		557,673
VIP Value Strategies Portfolio Initial Class	21,708		271,134
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,616,148)		4,074,338
International Equity Funds - 5.6%

Developed International Equity Funds - 4.4%
VIP Overseas Portfolio Initial Class	68,441		1,164,867
Emerging Markets Equity Funds - 1.2%
VIP Emerging Markets Portfolio Initial Class	38,948		326,381
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,332,904)		1,491,248
Bond Funds - 39.2%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Initial Class	229,892		$ 1,342,569
Investment Grade Bond Funds - 34.2%
VIP Investment Grade Bond Portfolio Initial Class	716,745		9,124,168
TOTAL BOND FUNDS (Cost $10,420,982)		10,466,737
Short-Term Funds - 39.9%

VIP Money Market Portfolio Initial Class (Cost $10,641,307)	10,641,307		10,641,307
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $26,011,341)			26,673,630
NET OTHER ASSETS (LIABILITIES) - 0.0%			(1,775)
NET ASSETS - 100%		$ 26,671,855

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

Semiannual Report

VIP Freedom Income Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $26,011,341) - See accompanying schedule		$ 26,673,630
Cash		1
Receivable for investments sold		8,142
Receivable for fund shares sold		246
Total assets		26,682,019

Liabilities
Payable for fund shares redeemed	$ 8,389
Distribution and service plan fees payable	1,775
Total liabilities		10,164

Net Assets		$ 26,671,855
Net Assets consist of:
Paid in capital		$ 26,099,260
Accumulated net investment loss		(7,326)
Accumulated undistributed net realized gain (loss) on investments		(82,368)
Net unrealized appreciation (depreciation) on investments		662,289
Net Assets		$ 26,671,855

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($16,092,251 ÷ 1,512,100 shares)		$ 10.64

Service Class: Net Asset Value, offering price and redemption price per share ($3,396,308 ÷ 319,071 shares)		$ 10.64

Service Class 2: Net Asset Value, offering price and redemption price per share ($7,183,296 ÷ 677,952 shares)		$ 10.60

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 3,547

Expenses
Distribution and service plan fees	$ 10,395
Independent trustees' compensation	45
Total expenses before reductions	10,440
Expense reductions	(45)	10,395
Net investment income (loss)		(6,848)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	19,329
Capital gain distributions from underlying funds	3,760
Total net realized gain (loss)		23,089
Change in net unrealized appreciation (depreciation) on underlying funds		255,517
Net gain (loss)		278,606
Net increase (decrease) in net assets resulting from operations		$ 271,758

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (6,848)	$ 323,590
Net realized gain (loss)	23,089	324,012
Change in net unrealized appreciation (depreciation)	255,517	712,493
Net increase (decrease) in net assets resulting from operations	271,758	1,360,095
Distributions to shareholders from net investment income	(2,189)	(322,416)
Distributions to shareholders from net realized gain	(137,893)	(296,101)
Total distributions	(140,082)	(618,517)
Share transactions - net increase (decrease)	3,393,379	1,231,616
Total increase (decrease) in net assets	3,525,055	1,973,194

Net Assets
Beginning of period	23,146,800	21,173,606
End of period (including accumulated net investment loss of $7,326 and undistributed net investment income of $1,711, respectively)	$ 26,671,855	$ 23,146,800

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.57	$ 10.21	$ 10.27	$ 10.00	$ 9.14	$ 10.80
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.16	.19	.19	.39	.36
Net realized and unrealized gain (loss)	.13	.50	(.02)	.56	.96	(1.48)
Total from investment operations	.13	.66	.17	.75	1.35	(1.12)
Distributions from net investment income	- ^I	(.16)	(.19)	(.20)	(.35)	(.37)
Distributions from net realized gain	(.06)	(.14)	(.04)	(.28)	(.15)	(.17)
Total distributions	(.06)	(.30)	(.23)	(.48)	(.49) ^J	(.54)
Net asset value, end of period	$ 10.64	$ 10.57	$ 10.21	$ 10.27	$ 10.00	$ 9.14
Total Return ^{B, C, D}	1.27%	6.52%	1.63%	7.49%	14.95%	(10.45)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.03% ^A	1.55%	1.85%	1.88%	4.00%	3.50%
Supplemental Data
Net assets, end of period (000 omitted)	$ 16,092	$ 14,184	$ 10,938	$ 11,165	$ 12,679	$ 8,976
Portfolio turnover rate	34% ^A	43%	49%	41%	32%	55%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

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

^J Total distributions of $.49 per share is comprised of distributions from net investment income of $.347 and distributions from net realized gain of $.146 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.58	$ 10.22	$ 10.28	$ 10.00	$ 9.14	$ 10.81
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.15	.18	.18	.37	.35
Net realized and unrealized gain (loss)	.12	.50	(.02)	.56	.97	(1.50)
Total from investment operations	.12	.65	.16	.74	1.34	(1.15)
Distributions from net investment income	- ^H	(.15)	(.18)	(.19)	(.33)	(.35)
Distributions from net realized gain	(.06)	(.14)	(.04)	(.28)	(.15)	(.17)
Total distributions	(.06)	(.29)	(.22)	(.46) ^J	(.48) ^I	(.52)
Net asset value, end of period	$ 10.64	$ 10.58	$ 10.22	$ 10.28	$ 10.00	$ 9.14
Total Return ^{B, C, D}	1.17%	6.42%	1.56%	7.46%	14.81%	(10.65)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.07)% ^A	1.45%	1.75%	1.78%	3.90%	3.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,396	$ 2,467	$ 2,505	$ 172	$ 163	$ 258
Portfolio turnover rate	34% ^A	43%	49%	41%	32%	55%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

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

^I Total distributions of $.48 per share is comprised of distributions from net investment income of $.334 and distributions from net realized gain of $.146 per share.

^J Total distributions of $.46 per share is comprised of distributions from net investment income of $.189 and distributions from net realized gain of $.275 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.54	$ 10.18	$ 10.24	$ 9.97	$ 9.12	$ 10.78
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.14	.17	.17	.36	.33
Net realized and unrealized gain (loss)	.13	.49	(.03)	.55	.96	(1.48)
Total from investment operations	.12	.63	.14	.72	1.32	(1.15)
Distributions from net investment income	- ^H	(.13)	(.16)	(.18)	(.33)	(.34)
Distributions from net realized gain	(.06)	(.14)	(.04)	(.28)	(.15)	(.17)
Total distributions	(.06)	(.27)	(.20)	(.45) ^J	(.47) ^I	(.51)
Net asset value, end of period	$ 10.60	$ 10.54	$ 10.18	$ 10.24	$ 9.97	$ 9.12
Total Return ^{B, C, D}	1.18%	6.26%	1.39%	7.25%	14.64%	(10.70)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.22)% ^A	1.30%	1.60%	1.63%	3.76%	3.25%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,183	$ 6,495	$ 7,731	$ 7,313	$ 6,753	$ 4,836
Portfolio turnover rate	34% ^A	43%	49%	41%	32%	55%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.47 per share is comprised of distributions from net investment income of $.326 and distributions from net realized gain of $.146 per share.

^J Total distributions of $.45 per share is comprised of distributions from net investment income of $.176 and distributions from net realized gain of $.275 per share.

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

Semiannual Report

VIP Freedom 2005 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	4.4	4.5
VIP Equity-Income Portfolio Initial Class	4.7	4.9
VIP Growth & Income Portfolio Initial Class	5.4	5.5
VIP Growth Portfolio Initial Class	4.5	4.5
VIP Mid Cap Portfolio Initial Class	1.3	1.4
VIP Value Portfolio Initial Class	3.5	3.6
VIP Value Strategies Portfolio Initial Class	1.7	1.8
	25.5	26.2
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	7.1	7.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.0	2.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	4.9	5.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	28.8	29.7
Short-Term Funds
VIP Money Market Portfolio Initial Class	31.7	29.0
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	25.5%
	Developed International Equity Funds	7.1%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	4.9%
	Investment Grade Bond Funds	28.8%
	Short-Term Funds	31.7%

ang5519156

Six months ago
	Domestic Equity Funds	26.2%
	Developed International Equity Funds	7.7%
	Emerging Markets Equity Funds	2.3%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	29.7%
	Short-Term Funds	29.0%

ang5519164

Expected
	Domestic Equity Funds	23.4%
	Developed International Equity Funds	6.6%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	29.4%
	Short-Term Funds	33.7%

ang5519173

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 December 31, 2012. The period end allocation is based on the fund's holdings as of June 30, 2013. The expected allocation represents the fund's anticipated allocation at December 31, 2013.

Semiannual Report

VIP Freedom 2005 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 25.5%
	Shares		Value
Domestic Equity Funds - 25.5%
VIP Contrafund Portfolio Initial Class	11,505		$ 338,925
VIP Equity-Income Portfolio Initial Class	15,721		358,431
VIP Growth & Income Portfolio Initial Class	24,333		410,490
VIP Growth Portfolio Initial Class	7,392		346,595
VIP Mid Cap Portfolio Initial Class	2,918		98,834
VIP Value Portfolio Initial Class	18,198		263,503
VIP Value Strategies Portfolio Initial Class	10,263		128,187
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,780,506)		1,944,965
International Equity Funds - 9.1%

Developed International Equity Funds - 7.1%
VIP Overseas Portfolio Initial Class	31,773		540,780
Emerging Markets Equity Funds - 2.0%
VIP Emerging Markets Portfolio Initial Class	18,214		152,633
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $773,240)		693,413
Bond Funds - 33.7%
	Shares		Value
High Yield Bond Funds - 4.9%
VIP High Income Portfolio Initial Class	64,493		$ 376,638
Investment Grade Bond Funds - 28.8%
VIP Investment Grade Bond Portfolio Initial Class	172,248		2,192,719
TOTAL BOND FUNDS (Cost $2,575,982)		2,569,357
Short-Term Funds - 31.7%

VIP Money Market Portfolio Initial Class (Cost $2,412,106)	2,412,106		2,412,106
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $7,541,834)			7,619,841
NET OTHER ASSETS (LIABILITIES) - 0.0%			(124)
NET ASSETS - 100%		$ 7,619,717

Other Information

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

Semiannual Report

VIP Freedom 2005 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $7,541,834) - See accompanying schedule		$ 7,619,841
Receivable for investments sold		34
Receivable for fund shares sold		112
Total assets		7,619,987

Liabilities
Payable to custodian bank	$ 1
Payable for fund shares redeemed	143
Distribution and service plan fees payable	126
Total liabilities		270

Net Assets		$ 7,619,717
Net Assets consist of:
Paid in capital		$ 7,698,607
Undistributed net investment income		265
Accumulated undistributed net realized gain (loss) on investments		(157,162)
Net unrealized appreciation (depreciation) on investments		78,007
Net Assets		$ 7,619,717

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($6,288,363 ÷ 577,763 shares)		$ 10.88

Service Class: Net Asset Value, offering price and redemption price per share ($1,229,344 ÷ 112,958 shares)		$ 10.88

Service Class 2: Net Asset Value, offering price and redemption price per share ($102,010 ÷ 9,394 shares)		$ 10.86

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

Semiannual Report

VIP Freedom 2005 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 839

Expenses
Distribution and service plan fees	$ 575
Independent trustees' compensation	13
Total expenses before reductions	588
Expense reductions	(13)	575
Net investment income (loss)		264
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	28,017
Capital gain distributions from underlying funds	1,703
Total net realized gain (loss)		29,720
Change in net unrealized appreciation (depreciation) on underlying funds		168,097
Net gain (loss)		197,817
Net increase (decrease) in net assets resulting from operations		$ 198,081

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 264	$ 102,489
Net realized gain (loss)	29,720	125,579
Change in net unrealized appreciation (depreciation)	168,097	304,249
Net increase (decrease) in net assets resulting from operations	198,081	532,317
Distributions to shareholders from net investment income	-	(101,614)
Distributions to shareholders from net realized gain	-	(41,617)
Total distributions	-	(143,231)
Share transactions - net increase (decrease)	1,022,991	465,022
Total increase (decrease) in net assets	1,221,072	854,108

Net Assets
Beginning of period	6,398,645	5,544,537
End of period (including undistributed net investment income of $265 and $0, respectively)	$ 7,619,717	$ 6,398,645

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.56	$ 9.86	$ 10.07	$ 9.34	$ 8.14	$ 11.59
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.18	.22	.18	.34	.34
Net realized and unrealized gain (loss)	.32	.76	(.20)	.87	1.48	(3.06)
Total from investment operations	.32	.94	.02	1.05	1.82	(2.72)
Distributions from net investment income	-	(.17)	(.19)	(.20)	(.35)	(.34)
Distributions from net realized gain	-	(.07)	(.04)	(.12)	(.26)	(.39)
Total distributions	-	(.24)	(.23)	(.32)	(.62)^J	(.73)
Net asset value, end of period	$ 10.88	$ 10.56	$ 9.86	$ 10.07	$ 9.34	$ 8.14
Total Return ^{B, C, D}	3.03%	9.57%	.18%	11.34%	23.02%	(23.83)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	1.72%	2.17%	1.90%	3.95%	3.29%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,288	$ 5,971	$ 5,224	$ 5,733	$ 6,833	$ 5,993
Portfolio turnover rate	34% ^A	30%	54%	42%	50%	51%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

^J Total distributions of $.62 per share is comprised of distributions from net investment income of $.353 and distributions from net realized gain of $.262 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.57	$ 9.86	$ 10.08	$ 9.35	$ 8.14	$ 11.59
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.17	.21	.17	.33	.33
Net realized and unrealized gain (loss)	.31	.77	(.21)	.87	1.48	(3.06)
Total from investment operations	.31	.94	-^H	1.04	1.81	(2.73)
Distributions from net investment income	-	(.16)	(.18)	(.19)	(.34)	(.33)
Distributions from net realized gain	-	(.07)	(.04)	(.12)	(.26)	(.39)
Total distributions	-	(.23)	(.22)	(.31)	(.60) ^I	(.72)
Net asset value, end of period	$ 10.88	$ 10.57	$ 9.86	$ 10.08	$ 9.35	$ 8.14
Total Return ^{B, C, D}	2.93%	9.59%	(.04)%	11.24%	23.00%	(23.95)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.08)% ^A	1.62%	2.07%	1.80%	3.85%	3.19%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,229	$ 177	$ 95	$ 179	$ 172	$ 250
Portfolio turnover rate	34% ^A	30%	54%	42%	50%	51%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.60 per share is comprised of distributions from net investment income of $.341 and distributions from net realized gain of $.262 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.55	$ 9.85	$ 10.08	$ 9.35	$ 8.14	$ 11.59
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.15	.19	.16	.32	.31
Net realized and unrealized gain (loss)	.32	.77	(.20)	.86	1.48	(3.06)
Total from investment operations	.31	.92	(.01)	1.02	1.80	(2.75)
Distributions from net investment income	-	(.15)	(.18)	(.18)	(.32)	(.31)
Distributions from net realized gain	-	(.07)	(.04)	(.12)	(.26)	(.39)
Total distributions	-	(.22)	(.22)	(.29) ^I	(.59) ^H	(.70)
Net asset value, end of period	$ 10.86	$ 10.55	$ 9.85	$ 10.08	$ 9.35	$ 8.14
Total Return ^{B, C, D}	2.94%	9.35%	(.09)%	11.06%	22.78%	(24.12)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.23)% ^A	1.48%	1.92%	1.65%	3.70%	3.04%
Supplemental Data
Net assets, end of period (000 omitted)	$ 102	$ 251	$ 226	$ 157	$ 183	$ 271
Portfolio turnover rate	34% ^A	30%	54%	42%	50%	51%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^H Total distributions of $.59 per share is comprised of distributions from net investment income of $.324 and distributions from net realized gain of $.262 per share.

^I Total distributions of $.29 per share is comprised of distributions from net investment income of $.177 and distributions from net realized gain of $.117 per share.

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

Semiannual Report

VIP Freedom 2010 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.2	6.1
VIP Equity-Income Portfolio Initial Class	6.6	6.5
VIP Growth & Income Portfolio Initial Class	7.6	7.4
VIP Growth Portfolio Initial Class	6.3	6.0
VIP Mid Cap Portfolio Initial Class	1.8	1.8
VIP Value Portfolio Initial Class	4.9	4.8
VIP Value Strategies Portfolio Initial Class	2.4	2.4
	35.8	35.0
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	9.9	10.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.8	3.1
High Yield Bond Funds
VIP High Income Portfolio Initial Class	4.9	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	33.3	34.4
Short-Term Funds
VIP Money Market Portfolio Initial Class	13.3	12.2
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	35.8%
	Developed International Equity Funds	9.9%
	Emerging Markets Equity Funds	2.8%
	High Yield Bond Funds	4.9%
	Investment Grade Bond Funds	33.3%
	Short-Term Funds	13.3%

ang5519181

Six months ago
	Domestic Equity Funds	35.0%
	Developed International Equity Funds	10.3%
	Emerging Markets Equity Funds	3.1%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.4%
	Short-Term Funds	12.2%

ang5519189

Expected
	Domestic Equity Funds	34.3%
	Developed International Equity Funds	9.6%
	Emerging Markets Equity Funds	2.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	33.3%
	Short-Term Funds	14.9%

ang5519197

Semiannual Report

VIP Freedom 2010 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 35.8%
	Shares		Value
Domestic Equity Funds - 35.8%
VIP Contrafund Portfolio Initial Class	533,982		$ 15,731,103
VIP Equity-Income Portfolio Initial Class	731,603		16,680,559
VIP Growth & Income Portfolio Initial Class	1,130,561		19,072,570
VIP Growth Portfolio Initial Class	341,139		15,996,011
VIP Mid Cap Portfolio Initial Class	135,691		4,595,859
VIP Value Portfolio Initial Class	846,624		12,259,122
VIP Value Strategies Portfolio Initial Class	477,526		5,964,297
TOTAL DOMESTIC EQUITY FUNDS (Cost $77,276,529)		90,299,521
International Equity Funds - 12.7%

Developed International Equity Funds - 9.9%
VIP Overseas Portfolio Initial Class	1,465,953		24,950,516
Emerging Markets Equity Funds - 2.8%
VIP Emerging Markets Portfolio Initial Class	846,116		7,090,456
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $32,883,445)		32,040,972
Bond Funds - 38.2%
	Shares		Value
High Yield Bond Funds - 4.9%
VIP High Income Portfolio Initial Class	2,126,974		$ 12,421,530
Investment Grade Bond Funds - 33.3%
VIP Investment Grade Bond Portfolio Initial Class	6,593,882		83,940,112
TOTAL BOND FUNDS (Cost $96,886,258)		96,361,642
Short-Term Funds - 13.3%

VIP Money Market Portfolio Initial Class (Cost $33,401,441)	33,401,441		33,401,441
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $240,447,673)			252,103,576
NET OTHER ASSETS (LIABILITIES) - 0.0%			(41,108)
NET ASSETS - 100%		$ 252,062,468

Other Information

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

Semiannual Report

VIP Freedom 2010 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $240,447,673) - See accompanying schedule		$ 252,103,576
Cash		3
Receivable for fund shares sold		867,947
Total assets		252,971,526

Liabilities
Payable for investments purchased	$ 825,818
Payable for fund shares redeemed	42,111
Distribution and service plan fees payable	41,129
Total liabilities		909,058

Net Assets		$ 252,062,468
Net Assets consist of:
Paid in capital		$ 241,470,842
Accumulated net investment loss		(217,255)
Accumulated undistributed net realized gain (loss) on investments		(847,022)
Net unrealized appreciation (depreciation) on investments		11,655,903
Net Assets		$ 252,062,468

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($40,008,455 ÷ 3,465,080 shares)		$ 11.55

Service Class: Net Asset Value, offering price and redemption price per share ($24,972,517 ÷ 2,165,968 shares)		$ 11.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($187,081,496 ÷ 16,303,248 shares)		$ 11.48

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

Semiannual Report

VIP Freedom 2010 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 20,330

Expenses
Distribution and service plan fees	$ 237,585
Independent trustees' compensation	427
Total expenses before reductions	238,012
Expense reductions	(427)	237,585
Net investment income (loss)		(217,255)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	58,936
Capital gain distributions from underlying funds	85,877
Total net realized gain (loss)		144,813
Change in net unrealized appreciation (depreciation) on underlying funds		9,200,443
Net gain (loss)		9,345,256
Net increase (decrease) in net assets resulting from operations		$ 9,128,001

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (217,255)	$ 3,713,684
Net realized gain (loss)	144,813	3,661,695
Change in net unrealized appreciation (depreciation)	9,200,443	14,134,634
Net increase (decrease) in net assets resulting from operations	9,128,001	21,510,013
Distributions to shareholders from net investment income	-	(3,667,794)
Distributions to shareholders from net realized gain	(1,735,303)	(2,915,717)
Total distributions	(1,735,303)	(6,583,511)
Share transactions - net increase (decrease)	25,855,727	24,270,479
Total increase (decrease) in net assets	33,248,425	39,196,981

Net Assets
Beginning of period	218,814,043	179,617,062
End of period (including accumulated net investment loss of $217,255 and $0, respectively)	$ 252,062,468	$ 218,814,043

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.15	$ 10.31	$ 10.61	$ 9.77	$ 8.23	$ 11.96
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.23	.24	.24	.38	.35
Net realized and unrealized gain (loss)	.49	.98	(.26)	1.02	1.60	(3.32)
Total from investment operations	.49	1.21	(.02)	1.26	1.98	(2.97)
Distributions from net investment income	-	(.21)	(.23)	(.23)	(.37)	(.31)
Distributions from net realized gain	(.09)	(.16)	(.06)	(.19)	(.07)	(.45)
Total distributions	(.09)	(.37)	(.28) ^J	(.42)	(.44)	(.76)
Net asset value, end of period	$ 11.55	$ 11.15	$ 10.31	$ 10.61	$ 9.77	$ 8.23
Total Return ^{B, C, D}	4.38%	11.78%	(.19)%	12.95%	24.27%	(25.05)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	2.07%	2.27%	2.38%	4.22%	3.27%
Supplemental Data
Net assets, end of period (000 omitted)	$ 40,008	$ 27,416	$ 22,338	$ 22,573	$ 21,197	$ 24,962
Portfolio turnover rate	15% ^A	18%	17%	29%	28%	34%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

^J Total distributions of $.28 per share is comprised of distributions from net investment income of $.225 and distributions from net realized gain of $.055 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.14	$ 10.30	$ 10.60	$ 9.77	$ 8.23	$ 11.95
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.22	.23	.23	.37	.33
Net realized and unrealized gain (loss)	.48	.98	(.26)	1.01	1.60	(3.30)
Total from investment operations	.48	1.20	(.03)	1.24	1.97	(2.97)
Distributions from net investment income	-	(.20)	(.22)	(.21)	(.36)	(.30)
Distributions from net realized gain	(.09)	(.16)	(.06)	(.19)	(.07)	(.45)
Total distributions	(.09)	(.36)	(.27) ^J	(.41) ^I	(.43)	(.75)
Net asset value, end of period	$ 11.53	$ 11.14	$ 10.30	$ 10.60	$ 9.77	$ 8.23
Total Return ^{B, C, D}	4.29%	11.69%	(.28)%	12.74%	24.15%	(25.08)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.08)% ^A	1.97%	2.17%	2.28%	4.12%	3.17%
Supplemental Data
Net assets, end of period (000 omitted)	$ 24,973	$ 23,896	$ 20,927	$ 19,259	$ 19,238	$ 17,137
Portfolio turnover rate	15% ^A	18%	17%	29%	28%	34%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.41 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.191 per share.

^J Total distributions of $.27 per share is comprised of distributions from net investment income of $.215 and distributions from net realized gain of $.055 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.10	$ 10.26	$ 10.56	$ 9.74	$ 8.21	$ 11.92
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.20	.22	.22	.35	.32
Net realized and unrealized gain (loss)	.48	.98	(.26)	.99	1.60	(3.29)
Total from investment operations	.47	1.18	(.04)	1.21	1.95	(2.97)
Distributions from net investment income	-	(.19)	(.20)	(.20)	(.35)	(.29)
Distributions from net realized gain	(.09)	(.16)	(.06)	(.19)	(.07)	(.45)
Total distributions	(.09)	(.34) ^H	(.26)	(.39)	(.42)	(.74)
Net asset value, end of period	$ 11.48	$ 11.10	$ 10.26	$ 10.56	$ 9.74	$ 8.21
Total Return ^{B, C, D}	4.22%	11.58%	(.43)%	12.55%	23.95%	(25.17)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.23)% ^A	1.82%	2.02%	2.13%	3.97%	3.02%
Supplemental Data
Net assets, end of period (000 omitted)	$ 187,081	$ 167,502	$ 136,353	$ 117,966	$ 87,791	$ 66,370
Portfolio turnover rate	15% ^A	18%	17%	29%	28%	34%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^H Total distributions of $.34 per share is comprised of distributions from net investment income of $.186 and distributions from net realized gain of $.157 per share.

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

Semiannual Report

VIP Freedom 2015 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.5	6.3
VIP Equity-Income Portfolio Initial Class	6.9	6.7
VIP Growth & Income Portfolio Initial Class	7.9	7.6
VIP Growth Portfolio Initial Class	6.6	6.2
VIP Mid Cap Portfolio Initial Class	1.9	1.9
VIP Value Portfolio Initial Class	5.1	5.0
VIP Value Strategies Portfolio Initial Class	2.4	2.5
	37.3	36.2
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	10.4	10.6
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.0	3.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	4.9	5.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.4	35.0
Short-Term Funds
VIP Money Market Portfolio Initial Class	10.0	9.8

Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	37.3%
	Developed International Equity Funds	10.4%
	Emerging Markets Equity Funds	3.0%
	High Yield Bond Funds	4.9%
	Investment Grade Bond Funds	34.4%
	Short-Term Funds	10.0%

ang5519205

Six months ago
	Domestic Equity Funds	36.2%
	Developed International Equity Funds	10.6%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	35.0%
	Short-Term Funds	9.8%

ang5519213

Expected
	Domestic Equity Funds	36.6%
	Developed International Equity Funds	10.3%
	Emerging Markets Equity Funds	3.0%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	35.0%
	Short-Term Funds	10.1%

ang5519221

Semiannual Report

VIP Freedom 2015 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 37.3%
	Shares		Value
Domestic Equity Funds - 37.3%
VIP Contrafund Portfolio Initial Class	236,177		$ 6,957,770
VIP Equity-Income Portfolio Initial Class	323,909		7,385,124
VIP Growth & Income Portfolio Initial Class	499,831		8,432,149
VIP Growth Portfolio Initial Class	150,304		7,047,733
VIP Mid Cap Portfolio Initial Class	60,191		2,038,671
VIP Value Portfolio Initial Class	375,213		5,433,090
VIP Value Strategies Portfolio Initial Class	212,078		2,648,849
TOTAL DOMESTIC EQUITY FUNDS (Cost $31,512,418)		39,943,386
International Equity Funds - 13.4%

Developed International Equity Funds - 10.4%
VIP Overseas Portfolio Initial Class	652,185		11,100,192
Emerging Markets Equity Funds - 3.0%
VIP Emerging Markets Portfolio Initial Class	380,361		3,187,425
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $14,513,951)		14,287,617
Bond Funds - 39.3%
	Shares		Value
High Yield Bond Funds - 4.9%
VIP High Income Portfolio Initial Class	905,388		$ 5,287,463
Investment Grade Bond Funds - 34.4%
VIP Investment Grade Bond Portfolio Initial Class	2,886,515		36,745,339
TOTAL BOND FUNDS (Cost $41,761,770)		42,032,802
Short-Term Funds - 10.0%

VIP Money Market Portfolio Initial Class (Cost $10,656,201)	10,656,201		10,656,201
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $98,444,340)			106,920,006
NET OTHER ASSETS (LIABILITIES) - 0.0%			(13,607)
NET ASSETS - 100%		$ 106,906,399

Other Information

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

Semiannual Report

VIP Freedom 2015 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $98,444,340) - See accompanying schedule		$ 106,920,006
Cash		9
Receivable for investments sold		1,255
Receivable for fund shares sold		109,120
Total assets		107,030,390

Liabilities
Payable for investments purchased	$ 86,335
Payable for fund shares redeemed	24,041
Distribution and service plan fees payable	13,615
Total liabilities		123,991

Net Assets		$ 106,906,399
Net Assets consist of:
Paid in capital		$ 98,878,787
Accumulated net investment loss		(79,016)
Accumulated undistributed net realized gain (loss) on investments		(369,038)
Net unrealized appreciation (depreciation) on investments		8,475,666
Net Assets		$ 106,906,399

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($37,395,299 ÷ 3,224,887 shares)		$ 11.60

Service Class: Net Asset Value, offering price and redemption price per share ($8,923,859 ÷ 770,782 shares)		$ 11.58

Service Class 2: Net Asset Value, offering price and redemption price per share ($60,587,241 ÷ 5,254,523 shares)		$ 11.53

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

Semiannual Report

VIP Freedom 2015 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 8,989

Expenses
Distribution and service plan fees	$ 81,790
Independent trustees' compensation	201
Total expenses before reductions	81,991
Expense reductions	(201)	81,790
Net investment income (loss)		(72,801)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	83,687
Capital gain distributions from underlying funds	42,529
Total net realized gain (loss)		126,216
Change in net unrealized appreciation (depreciation) on underlying funds		4,566,868
Net gain (loss)		4,693,084
Net increase (decrease) in net assets resulting from operations		$ 4,620,283

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (72,801)	$ 1,911,708
Net realized gain (loss)	126,216	2,326,374
Change in net unrealized appreciation (depreciation)	4,566,868	7,433,132
Net increase (decrease) in net assets resulting from operations	4,620,283	11,671,214
Distributions to shareholders from net investment income	(28,001)	(1,889,922)
Distributions to shareholders from net realized gain	(1,120,024)	(1,799,507)
Total distributions	(1,148,025)	(3,689,429)
Share transactions - net increase (decrease)	(209,006)	(6,207,000)
Total increase (decrease) in net assets	3,263,252	1,774,785

Net Assets
Beginning of period	103,643,147	101,868,362
End of period (including accumulated net investment loss of $79,016 and undistributed net investment income of $21,786, respectively)	$ 106,906,399	$ 103,643,147

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.22	$ 10.38	$ 10.70	$ 9.78	$ 8.19	$ 12.29
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.22	.23	.23	.38	.33
Net realized and unrealized gain (loss)	.50	1.04	(.27)	1.04	1.67	(3.61)
Total from investment operations	.50	1.26	(.04)	1.27	2.05	(3.28)
Distributions from net investment income	- ^I	(.23)	(.23)	(.23)	(.34)	(.30)
Distributions from net realized gain	(.12)	(.20)	(.06)	(.13)	(.12)	(.52)
Total distributions	(.12)	(.42) ^M	(.28) ^L	(.35) ^K	(.46)	(.82) ^J
Net asset value, end of period	$ 11.60	$ 11.22	$ 10.38	$ 10.70	$ 9.78	$ 8.19
Total Return ^{B, C, D}	4.50%	12.23%	(.36)%	13.09%	25.28%	(27.03)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	2.01%	2.16%	2.30%	4.21%	3.11%
Supplemental Data
Net assets, end of period (000 omitted)	$ 37,395	$ 36,449	$ 38,879	$ 39,535	$ 37,291	$ 25,977
Portfolio turnover rate	23% ^A	28%	26%	30%	23%	27%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

^J Total distributions of $.82 per share is comprised of distributions from net investment income of $.302 and distributions from net realized gain of $.515 per share.

^K Total distributions of $.35 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.127 per share.

^L Total distributions of $.28 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.055 per share.

^M Total distributions of $.42 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.195 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.21	$ 10.37	$ 10.69	$ 9.77	$ 8.19	$ 12.29
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.21	.22	.22	.37	.31
Net realized and unrealized gain (loss)	.49	1.04	(.26)	1.05	1.66	(3.60)
Total from investment operations	.49	1.25	(.04)	1.27	2.03	(3.29)
Distributions from net investment income	- ^H	(.22)	(.22)	(.22)	(.33)	(.29)
Distributions from net realized gain	(.12)	(.20)	(.06)	(.13)	(.12)	(.52)
Total distributions	(.12)	(.41) ^J	(.28)	(.35)	(.45)	(.81) ^I
Net asset value, end of period	$ 11.58	$ 11.21	$ 10.37	$ 10.69	$ 9.77	$ 8.19
Total Return ^{B, C, D}	4.42%	12.13%	(.41)%	13.00%	25.06%	(27.10)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.08)% ^A	1.91%	2.06%	2.20%	4.12%	3.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,924	$ 6,600	$ 7,743	$ 2,723	$ 1,524	$ 936
Portfolio turnover rate	23% ^A	28%	26%	30%	23%	27%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.81 per share is comprised of distributions from net investment income of $.294 and distributions from net realized gain of $.515 per share.

^J Total distributions of $.41 per share is comprised of distributions from net investment income of $.216 and distributions from net realized gain of $.195 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.17	$ 10.34	$ 10.65	$ 9.74	$ 8.16	$ 12.26
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.19	.21	.21	.35	.30
Net realized and unrealized gain (loss)	.49	1.03	(.26)	1.03	1.67	(3.61)
Total from investment operations	.48	1.22	(.05)	1.24	2.02	(3.31)
Distributions from net investment income	- ^H	(.20)	(.20)	(.20)	(.32)	(.28)
Distributions from net realized gain	(.12)	(.20)	(.06)	(.13)	(.12)	(.52)
Total distributions	(.12)	(.39) ^J	(.26)	(.33)	(.44)	(.79) ^I
Net asset value, end of period	$ 11.53	$ 11.17	$ 10.34	$ 10.65	$ 9.74	$ 8.16
Total Return ^{B, C, D}	4.34%	11.90%	(.52)%	12.79%	25.02%	(27.30)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.23)% ^A	1.76%	1.91%	2.05%	3.97%	2.86%
Supplemental Data
Net assets, end of period (000 omitted)	$ 60,587	$ 60,594	$ 55,246	$ 56,112	$ 42,534	$ 25,855
Portfolio turnover rate	23% ^A	28%	26%	30%	23%	27%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.79 per share is comprised of distributions from net investment income of $.279 and distributions from net realized gain of $.515 per share.

^J Total distributions of $.39 per share is comprised of distributions from net investment income of $.199 and distributions from net realized gain of $.195 per share.

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

Semiannual Report

VIP Freedom 2020 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	7.1	7.0
VIP Equity-Income Portfolio Initial Class	7.5	7.5
VIP Growth & Income Portfolio Initial Class	8.6	8.4
VIP Growth Portfolio Initial Class	7.2	6.9
VIP Mid Cap Portfolio Initial Class	2.0	2.1
VIP Value Portfolio Initial Class	5.5	5.6
VIP Value Strategies Portfolio Initial Class	2.7	2.8
	40.6	40.3
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	11.2	11.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.2	3.6
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.7	5.9
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	32.2	32.1
Short-Term Funds
VIP Money Market Portfolio Initial Class	7.1	6.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than .01%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	40.6%
	Developed International Equity Funds	11.2%
	Emerging Markets Equity Funds	3.2%
	High Yield Bond Funds	5.7%
	Investment Grade Bond Funds	32.2%
	Short-Term Funds	7.1%

ang5519229

Six months ago
	Domestic Equity Funds	40.3%
	Developed International Equity Funds	11.8%
	Emerging Markets Equity Funds	3.6%
	High Yield Bond Funds	5.9%
	Investment Grade Bond Funds	32.1%
	Short-Term Funds	6.3%

ang5519237

Expected
	Domestic Equity Funds	39.1%
	Developed International Equity Funds	10.9%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	5.4%
	Investment Grade Bond Funds	33.4%
	Short-Term Funds	7.9%

ang5519245

Semiannual Report

VIP Freedom 2020 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 40.6%
	Shares		Value
Domestic Equity Funds - 40.6%
VIP Contrafund Portfolio Initial Class	1,640,063		$ 48,316,246
VIP Equity-Income Portfolio Initial Class	2,242,680		51,133,111
VIP Growth & Income Portfolio Initial Class	3,464,325		58,443,164
VIP Growth Portfolio Initial Class	1,048,877		49,181,829
VIP Mid Cap Portfolio Initial Class	416,597		14,110,129
VIP Value Portfolio Initial Class	2,594,550		37,569,080
VIP Value Strategies Portfolio Initial Class	1,464,254		18,288,538
TOTAL DOMESTIC EQUITY FUNDS (Cost $216,733,795)		277,042,097
International Equity Funds - 14.4%

Developed International Equity Funds - 11.2%
VIP Overseas Portfolio Initial Class	4,499,563		76,582,567
Emerging Markets Equity Funds - 3.2%
VIP Emerging Markets Portfolio Initial Class	2,610,470		21,875,739
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $96,445,475)		98,458,306
Bond Funds - 37.9%
	Shares		Value
High Yield Bond Funds - 5.7%
VIP High Income Portfolio Initial Class	6,634,570		$ 38,745,891
Investment Grade Bond Funds - 32.2%
VIP Investment Grade Bond Portfolio Initial Class	17,225,702		219,283,179
TOTAL BOND FUNDS (Cost $260,015,210)		258,029,070
Short-Term Funds - 7.1%

VIP Money Market Portfolio Initial Class (Cost $48,129,162)	48,129,162		48,129,162
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $621,323,642)			681,658,635
NET OTHER ASSETS (LIABILITIES) - 0.0%			(118,853)
NET ASSETS - 100%		$ 681,539,782

Other Information

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

Semiannual Report

VIP Freedom 2020 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $621,323,642) - See accompanying schedule		$ 681,658,635
Cash		1
Receivable for investments sold		14,916
Receivable for fund shares sold		59,160
Total assets		681,732,712

Liabilities
Payable for investments purchased	$ 17,085
Payable for fund shares redeemed	56,962
Distribution and service plan fees payable	118,883
Total liabilities		192,930

Net Assets		$ 681,539,782
Net Assets consist of:
Paid in capital		$ 623,482,333
Accumulated net investment loss		(664,413)
Accumulated undistributed net realized gain (loss) on investments		(1,613,131)
Net unrealized appreciation (depreciation) on investments		60,334,993
Net Assets		$ 681,539,782

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($85,521,569 ÷ 7,318,406 shares)		$ 11.69

Service Class: Net Asset Value, offering price and redemption price per share ($50,603,970 ÷ 4,339,917 shares)		$ 11.66

Service Class 2: Net Asset Value, offering price and redemption price per share ($545,414,243 ÷ 46,965,050 shares)		$ 11.61

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 55,284

Expenses
Distribution and service plan fees	$ 704,908
Independent trustees' compensation	1,212
Total expenses before reductions	706,120
Expense reductions	(1,212)	704,908
Net investment income (loss)		(649,624)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	351,780
Capital gain distributions from underlying funds	279,072
Total net realized gain (loss)		630,852
Change in net unrealized appreciation (depreciation) on underlying funds		31,113,444
Net gain (loss)		31,744,296
Net increase (decrease) in net assets resulting from operations		$ 31,094,672

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (649,624)	$ 11,356,013
Net realized gain (loss)	630,852	10,411,086
Change in net unrealized appreciation (depreciation)	31,113,444	48,277,108
Net increase (decrease) in net assets resulting from operations	31,094,672	70,044,207
Distributions to shareholders from net investment income	(112,548)	(11,215,369)
Distributions to shareholders from net realized gain	(5,402,326)	(7,056,034)
Total distributions	(5,514,874)	(18,271,403)
Share transactions - net increase (decrease)	32,057,493	61,104,235
Total increase (decrease) in net assets	57,637,291	112,877,039

Net Assets
Beginning of period	623,902,491	511,025,452
End of period (including accumulated net investment loss of $664,413 and undistributed net investment income of $97,759, respectively)	$ 681,539,782	$ 623,902,491

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.21	$ 10.21	$ 10.59	$ 9.52	$ 7.71	$ 12.63
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.24	.26	.26	.33	.32
Net realized and unrealized gain (loss)	.58	1.12	(.37)	1.11	1.88	(4.38)
Total from investment operations	.58	1.36	(.11)	1.37	2.21	(4.06)
Distributions from net investment income	- ^I	(.23)	(.23)	(.22)	(.29)	(.28)
Distributions from net realized gain	(.10)	(.13)	(.04)	(.08)	(.11)	(.59)
Total distributions	(.10)	(.36)	(.27)	(.30)	(.40) ^K	(.86) ^J
Net asset value, end of period	$ 11.69	$ 11.21	$ 10.21	$ 10.59	$ 9.52	$ 7.71
Total Return ^{B, C, D}	5.17%	13.38%	(1.03)%	14.49%	28.97%	(32.60)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	2.16%	2.47%	2.61%	3.93%	3.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 85,522	$ 58,113	$ 47,731	$ 45,225	$ 38,330	$ 33,089
Portfolio turnover rate	13% ^A	15%	10%	21%	18%	24%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

^J Total distributions of $.86 per share is comprised of distributions from net investment income of $.279 and distributions from net realized gain of $.585 per share.

^K Total distributions of $.40 per share is comprised of distributions from net investment income of $.293 and distributions from net realized gain of $.107 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.19	$ 10.20	$ 10.58	$ 9.50	$ 7.70	$ 12.62
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.23	.25	.25	.32	.31
Net realized and unrealized gain (loss)	.57	1.11	(.37)	1.12	1.87	(4.38)
Total from investment operations	.57	1.34	(.12)	1.37	2.19	(4.07)
Distributions from net investment income	- ^H	(.22)	(.22)	(.21)	(.29)	(.27)
Distributions from net realized gain	(.10)	(.13)	(.04)	(.08)	(.11)	(.59)
Total distributions	(.10)	(.35)	(.26)	(.29)	(.39) ^J	(.85) ^I
Net asset value, end of period	$ 11.66	$ 11.19	$ 10.20	$ 10.58	$ 9.50	$ 7.70
Total Return ^{B, C, D}	5.09%	13.19%	(1.12)%	14.52%	28.78%	(32.71)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.08)% ^A	2.06%	2.37%	2.51%	3.83%	2.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 50,604	$ 45,779	$ 36,818	$ 33,244	$ 25,941	$ 18,325
Portfolio turnover rate	13% ^A	15%	10%	21%	18%	24%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.85 per share is comprised of distributions from net investment income of $.269 and distributions from net realized gain of $.585 per share.

^J Total distributions of $.39 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.107 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.16	$ 10.17	$ 10.55	$ 9.48	$ 7.69	$ 12.60
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.21	.24	.23	.31	.30
Net realized and unrealized gain (loss)	.56	1.11	(.37)	1.12	1.86	(4.37)
Total from investment operations	.55	1.32	(.13)	1.35	2.17	(4.07)
Distributions from net investment income	- ^H	(.20)	(.21)	(.20)	(.28)	(.26)
Distributions from net realized gain	(.10)	(.13)	(.04)	(.08)	(.11)	(.59)
Total distributions	(.10)	(.33)	(.25)	(.28)	(.38) ^J	(.84) ^I
Net asset value, end of period	$ 11.61	$ 11.16	$ 10.17	$ 10.55	$ 9.48	$ 7.69
Total Return ^{B, C, D}	4.93%	13.07%	(1.24)%	14.33%	28.55%	(32.80)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.23)% ^A	1.91%	2.22%	2.36%	3.68%	2.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 545,414	$ 520,011	$ 426,477	$ 310,255	$ 189,686	$ 106,530
Portfolio turnover rate	13% ^A	15%	10%	21%	18%	24%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.84 per share is comprised of distributions from net investment income of $.255 and distributions from net realized gain of $.585 per share.

^J Total distributions of $.38 per share is comprised of distributions from net investment income of $.275 and distributions from net realized gain of $.107 per share.

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

Semiannual Report

VIP Freedom 2025 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.7	8.5
VIP Equity-Income Portfolio Initial Class	9.2	9.1
VIP Growth & Income Portfolio Initial Class	10.5	10.3
VIP Growth Portfolio Initial Class	8.8	8.4
VIP Mid Cap Portfolio Initial Class	2.5	2.5
VIP Value Portfolio Initial Class	6.8	6.7
VIP Value Strategies Portfolio Initial Class	3.3	3.3
	49.8	48.8
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	13.8	14.2
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.9	4.4
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.2	7.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	24.5	24.5
Short-Term Funds
VIP Money Market Portfolio Initial Class	0.8	0.6
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	49.8%
	Developed International Equity Funds	13.8%
	Emerging Markets Equity Funds	3.9%
	High Yield Bond Funds	7.2%
	Investment Grade Bond Funds	24.5%
	Short-Term Funds	0.8%

ang5519253

Six months ago
	Domestic Equity Funds	48.8%
	Developed International Equity Funds	14.2%
	Emerging Markets Equity Funds	4.4%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	24.5%
	Short-Term Funds	0.6%

ang5519261

Expected
	Domestic Equity Funds	48.0%
	Developed International Equity Funds	13.5%
	Emerging Markets Equity Funds	4.0%
	High Yield Bond Funds	7.3%
	Investment Grade Bond Funds	25.9%
	Short-Term Funds	1.3%

ang5519269

Semiannual Report

VIP Freedom 2025 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 49.8%
	Shares		Value
Domestic Equity Funds - 49.8%
VIP Contrafund Portfolio Initial Class	228,455		$ 6,730,278
VIP Equity-Income Portfolio Initial Class	313,146		7,139,725
VIP Growth & Income Portfolio Initial Class	483,547		8,157,441
VIP Growth Portfolio Initial Class	145,528		6,823,826
VIP Mid Cap Portfolio Initial Class	58,169		1,970,177
VIP Value Portfolio Initial Class	362,589		5,250,295
VIP Value Strategies Portfolio Initial Class	204,802		2,557,978
TOTAL DOMESTIC EQUITY FUNDS (Cost $31,546,634)		38,629,720
International Equity Funds - 17.7%

Developed International Equity Funds - 13.8%
VIP Overseas Portfolio Initial Class	628,529		10,697,559
Emerging Markets Equity Funds - 3.9%
VIP Emerging Markets Portfolio Initial Class	365,505		3,062,932
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $13,509,047)		13,760,491
Bond Funds - 31.7%
	Shares		Value
High Yield Bond Funds - 7.2%
VIP High Income Portfolio Initial Class	962,262		$ 5,619,612
Investment Grade Bond Funds - 24.5%
VIP Investment Grade Bond Portfolio Initial Class	1,490,202		18,970,266
TOTAL BOND FUNDS (Cost $24,849,636)		24,589,878
Short-Term Funds - 0.8%

VIP Money Market Portfolio Initial Class (Cost $629,952)	629,952		629,952
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $70,535,269)			77,610,041
NET OTHER ASSETS (LIABILITIES) - 0.0%			(9,870)
NET ASSETS - 100%		$ 77,600,171

Other Information

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

Semiannual Report

VIP Freedom 2025 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $70,535,269) - See accompanying schedule		$ 77,610,041
Cash		1
Receivable for investments sold		402,805
Receivable for fund shares sold		55,017
Total assets		78,067,864

Liabilities
Payable for fund shares redeemed	$ 457,867
Distribution and service plan fees payable	9,826
Total liabilities		467,693

Net Assets		$ 77,600,171
Net Assets consist of:
Paid in capital		$ 70,747,014
Accumulated net investment loss		(49,199)
Accumulated undistributed net realized gain (loss) on investments		(172,416)
Net unrealized appreciation (depreciation) on investments		7,074,772
Net Assets		$ 77,600,171

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($20,236,293 ÷ 1,710,306 shares)		$ 11.83

Service Class: Net Asset Value, offering price and redemption price per share ($19,031,990 ÷ 1,611,742 shares)		$ 11.81

Service Class 2: Net Asset Value, offering price and redemption price per share ($38,331,888 ÷ 3,260,155 shares)		$ 11.76

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

Semiannual Report

VIP Freedom 2025 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 6,345

Expenses
Distribution and service plan fees	$ 55,544
Independent trustees' compensation	133
Total expenses before reductions	55,677
Expense reductions	(133)	55,544
Net investment income (loss)		(49,199)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	71,963
Capital gain distributions from underlying funds	37,172
Total net realized gain (loss)		109,135
Change in net unrealized appreciation (depreciation) on underlying funds		4,430,398
Net gain (loss)		4,539,533
Net increase (decrease) in net assets resulting from operations		$ 4,490,334

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (49,199)	$ 1,155,079
Net realized gain (loss)	109,135	1,145,671
Change in net unrealized appreciation (depreciation)	4,430,398	5,420,555
Net increase (decrease) in net assets resulting from operations	4,490,334	7,721,305
Distributions to shareholders from net investment income	-	(1,137,450)
Distributions to shareholders from net realized gain	(640,916)	(679,640)
Total distributions	(640,916)	(1,817,090)
Share transactions - net increase (decrease)	6,349,802	12,942,487
Total increase (decrease) in net assets	10,199,220	18,846,702

Net Assets
Beginning of period	67,400,951	48,554,249
End of period (including accumulated net investment loss of $49,199 and $0, respectively)	$ 77,600,171	$ 67,400,951

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.20	$ 10.02	$ 10.49	$ 9.30	$ 7.49	$ 12.71
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.24	.24	.28	.32	.31
Net realized and unrealized gain (loss)	.74	1.27	(.46)	1.19	1.89	(4.58)
Total from investment operations	.74	1.51	(.22)	1.47	2.21	(4.27)
Distributions from net investment income	-	(.21)	(.22)	(.21)	(.29)	(.28)
Distributions from net realized gain	(.11)	(.12)	(.03)	(.06)	(.12)	(.67)
Total distributions	(.11)	(.33)	(.25)	(.28) ^K	(.40) ^J	(.95)
Net asset value, end of period	$ 11.83	$ 11.20	$ 10.02	$ 10.49	$ 9.30	$ 7.49
Total Return ^{B, C, D}	6.59%	15.11%	(2.11)%	15.79%	30.05%	(34.16)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	2.17%	2.25%	2.91%	3.84%	2.90%
Supplemental Data
Net assets, end of period (000 omitted)	$ 20,236	$ 17,792	$ 15,537	$ 17,388	$ 14,888	$ 11,015
Portfolio turnover rate	28% ^A	34%	21%	25%	30%	36%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

^J Total distributions of $.40 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.117 per share.

^K Total distributions of $.28 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.061 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.18	$ 10.01	$ 10.49	$ 9.30	$ 7.49	$ 12.70
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.22	.23	.27	.31	.29
Net realized and unrealized gain (loss)	.74	1.27	(.47)	1.19	1.90	(4.56)
Total from investment operations	.74	1.49	(.24)	1.46	2.21	(4.27)
Distributions from net investment income	-	(.20)	(.21)	(.21)	(.28)	(.27)
Distributions from net realized gain	(.11)	(.12)	(.03)	(.06)	(.12)	(.67)
Total distributions	(.11)	(.32)	(.24)	(.27)	(.40) ^I	(.94)
Net asset value, end of period	$ 11.81	$ 11.18	$ 10.01	$ 10.49	$ 9.30	$ 7.49
Total Return ^{B, C, D}	6.60%	14.97%	(2.26)%	15.70%	29.96%	(34.20)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.08)% ^A	2.07%	2.16%	2.81%	3.74%	2.80%
Supplemental Data
Net assets, end of period (000 omitted)	$ 19,032	$ 16,558	$ 7,149	$ 1,429	$ 679	$ 403
Portfolio turnover rate	28% ^A	34%	21%	25%	30%	36%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $.40 per share is comprised of distributions from net investment income of $.278 and distributions from net realized gain of $.117 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.14	$ 9.97	$ 10.44	$ 9.27	$ 7.47	$ 12.68
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.21	.21	.26	.30	.28
Net realized and unrealized gain (loss)	.74	1.26	(.45)	1.17	1.89	(4.57)
Total from investment operations	.73	1.47	(.24)	1.43	2.19	(4.29)
Distributions from net investment income	-	(.18)	(.19)	(.20)	(.27)	(.25)
Distributions from net realized gain	(.11)	(.12)	(.03)	(.06)	(.12)	(.67)
Total distributions	(.11)	(.30)	(.23) ^I	(.26)	(.39) ^H	(.92)
Net asset value, end of period	$ 11.76	$ 11.14	$ 9.97	$ 10.44	$ 9.27	$ 7.47
Total Return ^{B, C, D}	6.53%	14.80%	(2.35)%	15.47%	29.79%	(34.36)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.23)% ^A	1.92%	2.00%	2.67%	3.59%	2.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 38,332	$ 33,051	$ 25,869	$ 22,782	$ 8,262	$ 3,676
Portfolio turnover rate	28% ^A	34%	21%	25%	30%	36%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^H Total distributions of $.39 per share is comprised of distributions from net investment income of $.270 and distributions from net realized gain of $.117 per share.

^I Total distributions of $.23 per share is comprised of distributions from net investment income of $.192 and distributions from net realized gain of $.033 per share.

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

Semiannual Report

VIP Freedom 2030 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.1	8.9
VIP Equity-Income Portfolio Initial Class	9.7	9.5
VIP Growth & Income Portfolio Initial Class	11.1	10.7
VIP Growth Portfolio Initial Class	9.2	8.8
VIP Mid Cap Portfolio Initial Class	2.7	2.6
VIP Value Portfolio Initial Class	7.2	7.1
VIP Value Strategies Portfolio Initial Class	3.5	3.5
	52.5	51.1
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	14.5	14.9
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.2	4.6
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.3	7.6
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	21.5	21.8
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	52.5%
	Developed International Equity Funds	14.5%
	Emerging Markets Equity Funds	4.2%
	High Yield Bond Funds	7.3%
	Investment Grade Bond Funds	21.5%

ang5519279

Six months ago
	Domestic Equity Funds	51.1%
	Developed International Equity Funds	14.9%
	Emerging Markets Equity Funds	4.6%
	High Yield Bond Funds	7.6%
	Investment Grade Bond Funds	21.8%

ang5519286

Expected
	Domestic Equity Funds	51.4%
	Developed International Equity Funds	14.4%
	Emerging Markets Equity Funds	4.3%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	22.4%

ang5519293

Semiannual Report

VIP Freedom 2030 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 52.5%
	Shares		Value
Domestic Equity Funds - 52.5%
VIP Contrafund Portfolio Initial Class	639,166		$ 18,829,841
VIP Equity-Income Portfolio Initial Class	879,576		20,054,325
VIP Growth & Income Portfolio Initial Class	1,357,033		22,893,139
VIP Growth Portfolio Initial Class	404,627		18,972,979
VIP Mid Cap Portfolio Initial Class	163,087		5,523,743
VIP Value Portfolio Initial Class	1,019,532		14,762,820
VIP Value Strategies Portfolio Initial Class	575,963		7,193,780
TOTAL DOMESTIC EQUITY FUNDS (Cost $91,418,825)		108,230,627
International Equity Funds - 18.7%

Developed International Equity Funds - 14.5%
VIP Overseas Portfolio Initial Class	1,760,584		29,965,146
Emerging Markets Equity Funds - 4.2%
VIP Emerging Markets Portfolio Initial Class	1,024,441		8,584,814
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $38,473,581)		38,549,960
Bond Funds - 28.8%
	Shares		Value
High Yield Bond Funds - 7.3%
VIP High Income Portfolio Initial Class	2,591,709		$ 15,135,583
Investment Grade Bond Funds - 21.5%
VIP Investment Grade Bond Portfolio Initial Class	3,488,374		44,407,005
TOTAL BOND FUNDS (Cost $60,213,846)		59,542,588
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $190,106,252)			206,323,175
NET OTHER ASSETS (LIABILITIES) - 0.0%			(26,193)
NET ASSETS - 100%		$ 206,296,982

Other Information

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

Semiannual Report

VIP Freedom 2030 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $190,106,252) - See accompanying schedule		$ 206,323,175
Receivable for fund shares sold		480,474
Total assets		206,803,649

Liabilities
Payable to custodian bank	$ 24
Payable for investments purchased	425,035
Payable for fund shares redeemed	55,149
Distribution and service plan fees payable	26,459
Total liabilities		506,667

Net Assets		$ 206,296,982
Net Assets consist of:
Paid in capital		$ 191,286,397
Accumulated net investment loss		(146,655)
Accumulated undistributed net realized gain (loss) on investments		(1,059,683)
Net unrealized appreciation (depreciation) on investments		16,216,923
Net Assets		$ 206,296,982

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($56,743,665 ÷ 4,913,639 shares)		$ 11.55

Service Class: Net Asset Value, offering price and redemption price per share ($36,994,855 ÷ 3,208,512 shares)		$ 11.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($112,558,462 ÷ 9,798,134 shares)		$ 11.49

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 15,754

Expenses
Distribution and service plan fees	$ 148,961
Independent trustees' compensation	331
Total expenses before reductions	149,292
Expense reductions	(331)	148,961
Net investment income (loss)		(133,207)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	37,361
Capital gain distributions from underlying funds	96,927
Total net realized gain (loss)		134,288
Change in net unrealized appreciation (depreciation) on underlying funds		11,503,568
Net gain (loss)		11,637,856
Net increase (decrease) in net assets resulting from operations		$ 11,504,649

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (133,207)	$ 3,251,140
Net realized gain (loss)	134,288	2,379,329
Change in net unrealized appreciation (depreciation)	11,503,568	14,353,736
Net increase (decrease) in net assets resulting from operations	11,504,649	19,984,205
Distributions to shareholders from net investment income	(46,800)	(3,199,536)
Distributions to shareholders from net realized gain	(1,372,807)	(1,366,281)
Total distributions	(1,419,607)	(4,565,817)
Share transactions - net increase (decrease)	30,386,416	31,469,851
Total increase (decrease) in net assets	40,471,458	46,888,239

Net Assets
Beginning of period	165,825,524	118,937,285
End of period (including accumulated net investment loss of $146,655 and undistributed net investment income of $33,352, respectively)	$ 206,296,982	$ 165,825,524

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.88	$ 9.70	$ 10.21	$ 9.03	$ 7.12	$ 13.02
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.25	.23	.21	.24	.28
Net realized and unrealized gain (loss)	.76	1.26	(.49)	1.24	1.96	(5.14)
Total from investment operations	.76	1.51	(.26)	1.45	2.20	(4.86)
Distributions from net investment income	- ^H	(.23)	(.22)	(.20)	(.18)	(.25)
Distributions from net realized gain	(.09)	(.10)	(.03)	(.07)	(.11)	(.80)
Total distributions	(.09)	(.33)	(.25)	(.27)	(.29)	(1.04) ^I
Net asset value, end of period	$ 11.55	$ 10.88	$ 9.70	$ 10.21	$ 9.03	$ 7.12
Total Return ^{B, C, D}	7.02%	15.58%	(2.60)%	16.08%	31.66%	(38.04)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions ^J	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	2.39%	2.27%	2.25%	3.13%	2.69%
Supplemental Data
Net assets, end of period (000 omitted)	$ 56,744	$ 39,111	$ 30,601	$ 28,917	$ 23,836	$ 19,592
Portfolio turnover rate	12% ^A	17%	16%	25%	24%	23%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $1.04 per share is comprised of distributions from net investment income of $.245 and distributions from net realized gain of $.795 per share.

^J Amount represents less than .01%.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.87	$ 9.69	$ 10.20	$ 9.02	$ 7.12	$ 13.01
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.24	.22	.20	.24	.27
Net realized and unrealized gain (loss)	.75	1.26	(.49)	1.24	1.94	(5.13)
Total from investment operations	.75	1.50	(.27)	1.44	2.18	(4.86)
Distributions from net investment income	- ^H	(.22)	(.21)	(.19)	(.17)	(.24)
Distributions from net realized gain	(.09)	(.10)	(.03)	(.07)	(.11)	(.80)
Total distributions	(.09)	(.32)	(.24)	(.26)	(.28)	(1.03) ^I
Net asset value, end of period	$ 11.53	$ 10.87	$ 9.69	$ 10.20	$ 9.02	$ 7.12
Total Return ^{B, C, D}	6.93%	15.48%	(2.70)%	16.00%	31.40%	(38.08)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	(.08)% ^A	2.29%	2.17%	2.15%	3.03%	2.59%
Supplemental Data
Net assets, end of period (000 omitted)	$ 36,995	$ 32,295	$ 28,666	$ 23,137	$ 16,162	$ 10,298
Portfolio turnover rate	12% ^A	17%	16%	25%	24%	23%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

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

^I Total distributions of $1.03 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.

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.83	$ 9.67	$ 10.18	$ 9.00	$ 7.11	$ 12.99
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.23	.21	.19	.23	.26
Net realized and unrealized gain (loss)	.76	1.23	(.50)	1.24	1.93	(5.12)
Total from investment operations	.75	1.46	(.29)	1.43	2.16	(4.86)
Distributions from net investment income	-^K	(.21)	(.19)	(.17)	(.16)	(.22)
Distributions from net realized gain	(.09)	(.10)	(.03)	(.07)	(.11)	(.80)
Total distributions	(.09)	(.30) ^I	(.22)	(.25) ^H	(.27)	(1.02) ^J
Net asset value, end of period	$ 11.49	$ 10.83	$ 9.67	$ 10.18	$ 9.00	$ 7.11
Total Return ^{B, C, D}	6.96%	15.18%	(2.83)%	15.89%	31.18%	(38.17)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	(.23)% ^A	2.14%	2.02%	2.01%	2.88%	2.44%
Supplemental Data
Net assets, end of period (000 omitted)	$ 112,558	$ 94,419	$ 59,671	$ 49,574	$ 34,809	$ 19,273
Portfolio turnover rate	12% ^A	17%	16%	25%	24%	23%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^H Total distributions of $.25 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.072 per share.

^I Total distributions of $.30 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $.096 per share.

^J Total distributions of $1.02 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.795 per share.

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

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

Semiannual Report

VIP Freedom 2035 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.4	10.3
VIP Equity-Income Portfolio Initial Class	11.1	10.9
VIP Growth & Income Portfolio Initial Class	12.7	12.4
VIP Growth Portfolio Initial Class	10.6	10.3
VIP Mid Cap Portfolio Initial Class	3.1	3.1
VIP Value Portfolio Initial Class	8.2	8.1
VIP Value Strategies Portfolio Initial Class	4.0	4.0
	60.1	59.1
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	16.7	17.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.8	5.2
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.3	7.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	11.1	10.8
Net Other Assets (Liabilities)	0.0*	0.1
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	60.1%
	Developed International Equity Funds	16.7%
	Emerging Markets Equity Funds	4.8%
	High Yield Bond Funds	7.3%
	Investment Grade Bond Funds	11.1%

ang5519300

Six months ago
	Domestic Equity Funds	59.1%
	Developed International Equity Funds	17.3%
	Emerging Markets Equity Funds	5.2%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	10.8%
	Net Other Assets (Liabilities)	0.1%

ang5519308

Expected
	Domestic Equity Funds	58.4%
	Developed International Equity Funds	16.4%
	Emerging Markets Equity Funds	4.9%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	12.8%

ang5519315

Semiannual Report

VIP Freedom 2035 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 60.1%
	Shares		Value
Domestic Equity Funds - 60.1%
VIP Contrafund Portfolio Initial Class	5,435		$ 160,110
VIP Equity-Income Portfolio Initial Class	7,465		170,202
VIP Growth & Income Portfolio Initial Class	11,528		194,475
VIP Growth Portfolio Initial Class	3,461		162,308
VIP Mid Cap Portfolio Initial Class	1,386		46,944
VIP Value Portfolio Initial Class	8,649		125,243
VIP Value Strategies Portfolio Initial Class	4,890		61,075
TOTAL DOMESTIC EQUITY FUNDS (Cost $699,617)		920,357
International Equity Funds - 21.5%

Developed International Equity Funds - 16.7%
VIP Overseas Portfolio Initial Class	14,993		255,189
Emerging Markets Equity Funds - 4.8%
VIP Emerging Markets Portfolio Initial Class	8,746		73,294
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $290,298)		328,483
Bond Funds - 18.4%
	Shares		Value
High Yield Bond Funds - 7.3%
VIP High Income Portfolio Initial Class	19,117		$ 111,642
Investment Grade Bond Funds - 11.1%
VIP Investment Grade Bond Portfolio Initial Class	13,335		169,761
TOTAL BOND FUNDS (Cost $276,287)		281,403
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $1,266,202)			1,530,243
NET OTHER ASSETS (LIABILITIES) - 0.0%			(260)
NET ASSETS - 100%		$ 1,529,983

Other Information

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

Semiannual Report

VIP Freedom 2035 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $1,266,202) - See accompanying schedule		$ 1,530,243
Cash		1
Receivable for fund shares sold		7,004
Total assets		1,537,248

Liabilities
Payable for investments purchased	$ 6,847
Payable for fund shares redeemed	161
Distribution and service plan fees payable	257
Total liabilities		7,265

Net Assets		$ 1,529,983
Net Assets consist of:
Paid in capital		$ 1,269,800
Accumulated net investment loss		(1,278)
Accumulated undistributed net realized gain (loss) on investments		(2,580)
Net unrealized appreciation (depreciation) on investments		264,041
Net Assets		$ 1,529,983

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($177,449 ÷ 10,433 shares)		$ 17.01

Service Class: Net Asset Value, offering price and redemption price per share ($119,248 ÷ 7,014 shares)		$ 17.00

Service Class 2: Net Asset Value, offering price and redemption price per share ($1,233,286 ÷ 72,765 shares)		$ 16.95

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

Semiannual Report

VIP Freedom 2035 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 111

Expenses
Distribution and service plan fees	$ 1,355
Independent trustees' compensation	2
Total expenses before reductions	1,357
Expense reductions	(2)	1,355
Net investment income (loss)		(1,244)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	99
Capital gain distributions from underlying funds	771
Total net realized gain (loss)		870
Change in net unrealized appreciation (depreciation) on underlying funds		92,235
Net gain (loss)		93,105
Net increase (decrease) in net assets resulting from operations		$ 91,861

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,244)	$ 19,429
Net realized gain (loss)	870	11,177
Change in net unrealized appreciation (depreciation)	92,235	64,172
Net increase (decrease) in net assets resulting from operations	91,861	94,778
Distributions to shareholders from net investment income	(374)	(19,084)
Distributions to shareholders from net realized gain	(6,280)	(4,264)
Total distributions	(6,654)	(23,348)
Share transactions - net increase (decrease)	403,471	506,925
Total increase (decrease) in net assets	488,678	578,355

Net Assets
Beginning of period	1,041,305	462,950
End of period (including accumulated net investment loss of $1,278 and undistributed net investment income of $340, respectively)	$ 1,529,983	$ 1,041,305

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 15.76	$ 13.82	$ 14.74	$ 13.74	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	- ^F	.49	.27	.27	.25
Net realized and unrealized gain (loss)	1.34	1.83	(.85)	2.04	3.76
Total from investment operations	1.34	2.32	(.58)	2.31	4.01
Distributions from net investment income	(.01)	(.31)	(.28)	(.28)	(.25)
Distributions from net realized gain	(.08)	(.07)	(.06)	(1.03)	(.01)
Total distributions	(.09)	(.38)	(.34)	(1.31)	(.27) ^I
Net asset value, end of period	$ 17.01	$ 15.76	$ 13.82	$ 14.74	$ 13.74
Total Return ^{B, C}	8.52%	16.82%	(3.99)%	17.01%	40.04%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.00% ^A	.00%	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00% ^A
Expenses net all reductions	.00% ^A	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.02% ^A	3.20%	1.82%	1.92%	2.78% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 177	$ 128	$ 97	$ 121	$ 144
Portfolio turnover rate	35% ^A	19%	38%	38%	5% ^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 Calculated based on average shares outstanding during the period.

^E Amounts do not include the activity of the Underlying Funds.

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

^G For the period April 8, 2009 (commencement of operations) to December 31, 2009.

^I Total distributions of $.27 per share is comprised of distributions from net investment income of $.252 and distributions from net realized gain of $.014 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.76	$ 13.82	$ 14.74	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	.47	.25	.26	.24
Net realized and unrealized gain (loss)	1.34	1.84	(.85)	2.04	3.75
Total from investment operations	1.33	2.31	(.60)	2.30	3.99
Distributions from net investment income	(.01)	(.30)	(.26)	(.26)	(.24)
Distributions from net realized gain	(.08)	(.07)	(.06)	(1.03)	(.01)
Total distributions	(.09)	(.37)	(.32)	(1.29)	(.26) ^H
Net asset value, end of period	$ 17.00	$ 15.76	$ 13.82	$ 14.74	$ 13.73
Total Return ^{B, C}	8.45%	16.71%	(4.10)%	16.97%	39.85%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	3.10%	1.72%	1.82%	2.68% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 119	$ 105	$ 90	$ 116	$ 140
Portfolio turnover rate	35% ^A	19%	38%	38%	5% ^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 Calculated based on average shares outstanding during the period.

^E Amounts do not include the activity of the Underlying Funds.

^F For the period April 8, 2009 (commencement of operations) to December 31, 2009.

^H Total distributions of $.26 per share is comprised of distributions from net investment income of $.243 and distributions from net realized gain of $.014 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.73	$ 13.80	$ 14.72	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.45	.23	.24	.23
Net realized and unrealized gain (loss)	1.33	1.84	(.85)	2.03	3.74
Total from investment operations	1.31	2.29	(.62)	2.27	3.97
Distributions from net investment income	(.01)	(.29)	(.24)	(.26)	(.23)
Distributions from net realized gain	(.08)	(.07)	(.06)	(1.03)	(.01)
Total distributions	(.09)	(.36)	(.30)	(1.28) ^I	(.24) ^H
Net asset value, end of period	$ 16.95	$ 15.73	$ 13.80	$ 14.72	$ 13.73
Total Return ^B,C,J	8.34%	16.61%	(4.25)%	16.76%	39.72%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	2.95%	1.57%	1.67%	2.53% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,233	$ 808	$ 276	$ 211	$ 143
Portfolio turnover rate	35% ^A	19%	38%	38%	5% ^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 Calculated based on average shares outstanding during the period.

^E Amounts do not include the activity of the Underlying Funds.

^F For the period April 8, 2009 (commencement of operations) to December 31, 2009.

^H Total distributions of $.24 per share is comprised of distributions from net investment income of $.230 and distributions from net realized gain of $.014 per share.

^I Total distributions of $1.28 per share is comprised of distributions from net investment income of $.255 and distributions from net realized gain of $1.029 per share.

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

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

Semiannual Report

VIP Freedom 2040 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.6	10.4
VIP Equity-Income Portfolio Initial Class	11.4	11.1
VIP Growth & Income Portfolio Initial Class	13.0	12.6
VIP Growth Portfolio Initial Class	10.7	10.3
VIP Mid Cap Portfolio Initial Class	3.1	3.1
VIP Value Portfolio Initial Class	8.4	8.2
VIP Value Strategies Portfolio Initial Class	4.1	4.1
	61.3	59.8
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	17.0	17.5
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.9	5.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.4	7.8
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	9.4	9.6
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	61.3%
	Developed International Equity Funds	17.0%
	Emerging Markets Equity Funds	4.9%
	High Yield Bond Funds	7.4%
	Investment Grade Bond Funds	9.4%

ang5519322

Six months ago
	Domestic Equity Funds	59.8%
	Developed International Equity Funds	17.5%
	Emerging Markets Equity Funds	5.3%
	High Yield Bond Funds	7.8%
	Investment Grade Bond Funds	9.6%

ang5519329

Expected
	Domestic Equity Funds	60.5%
	Developed International Equity Funds	17.0%
	Emerging Markets Equity Funds	5.0%
	High Yield Bond Funds	7.6%
	Investment Grade Bond Funds	9.9%

ang5519336

Semiannual Report

VIP Freedom 2040 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 61.3%
	Shares		Value
Domestic Equity Funds - 61.3%
VIP Contrafund Portfolio Initial Class	50,002		$ 1,473,057
VIP Equity-Income Portfolio Initial Class	69,022		1,573,712
VIP Growth & Income Portfolio Initial Class	106,431		1,795,485
VIP Growth Portfolio Initial Class	31,738		1,488,195
VIP Mid Cap Portfolio Initial Class	12,810		433,862
VIP Value Portfolio Initial Class	80,127		1,160,240
VIP Value Strategies Portfolio Initial Class	45,314		565,973
TOTAL DOMESTIC EQUITY FUNDS (Cost $7,468,828)		8,490,524
International Equity Funds - 21.9%

Developed International Equity Funds - 17.0%
VIP Overseas Portfolio Initial Class	138,178		2,351,784
Emerging Markets Equity Funds - 4.9%
VIP Emerging Markets Portfolio Initial Class	81,125		679,828
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,917,957)		3,031,612
Bond Funds - 16.8%
	Shares		Value
High Yield Bond Funds - 7.4%
VIP High Income Portfolio Initial Class	176,075		$ 1,028,281
Investment Grade Bond Funds - 9.4%
VIP Investment Grade Bond Portfolio Initial Class	102,475		1,304,509
TOTAL BOND FUNDS (Cost $2,350,373)		2,332,790
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $12,737,158)			13,854,926
NET OTHER ASSETS (LIABILITIES) - 0.0%			(723)
NET ASSETS - 100%		$ 13,854,203

Other Information

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

Semiannual Report

VIP Freedom 2040 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $12,737,158) - See accompanying schedule		$ 13,854,926
Receivable for fund shares sold		4,712
Total assets		13,859,638

Liabilities
Payable for investments purchased	$ 2,636
Payable for fund shares redeemed	2,079
Distribution and service plan fees payable	720
Total liabilities		5,435

Net Assets		$ 13,854,203
Net Assets consist of:
Paid in capital		$ 12,806,842
Accumulated net investment loss		(3,122)
Accumulated undistributed net realized gain (loss) on investments		(67,285)
Net unrealized appreciation (depreciation) on investments		1,117,768
Net Assets		$ 13,854,203

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($6,405,342 ÷ 394,137 shares)		$ 16.25

Service Class: Net Asset Value, offering price and redemption price per share ($6,421,789 ÷ 395,526 shares)		$ 16.24

Service Class 2: Net Asset Value, offering price and redemption price per share ($1,027,072 ÷ 63,378 shares)		$ 16.21

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 863

Expenses
Distribution and service plan fees	$ 3,807
Independent trustees' compensation	18
Total expenses before reductions	3,825
Expense reductions	(18)	3,807
Net investment income (loss)		(2,944)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	7,249
Capital gain distributions from underlying funds	5,930
Total net realized gain (loss)		13,179
Change in net unrealized appreciation (depreciation) on underlying funds		760,903
Net gain (loss)		774,082
Net increase (decrease) in net assets resulting from operations		$ 771,138

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,944)	$ 161,806
Net realized gain (loss)	13,179	17,370
Change in net unrealized appreciation (depreciation)	760,903	474,270
Net increase (decrease) in net assets resulting from operations	771,138	653,446
Distributions to shareholders from net investment income	(1,768)	(159,049)
Distributions to shareholders from net realized gain	(42,429)	(35,708)
Total distributions	(44,197)	(194,757)
Share transactions - net increase (decrease)	4,576,843	5,337,147
Total increase (decrease) in net assets	5,303,784	5,795,836

Net Assets
Beginning of period	8,550,419	2,754,583
End of period (including accumulated net investment loss of $3,122 and undistributed net investment income of $1,590, respectively)	$ 13,854,203	$ 8,550,419

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 15.03	$ 13.16	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	- ^J	.42	.35	.20	.26
Net realized and unrealized gain (loss)	1.30	1.81	(.91)	2.15	3.83
Total from investment operations	1.30	2.23	(.56)	2.35	4.09
Distributions from net investment income	- ^J	(.29)	(.27)	(.28)	(.26)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.87)	(.01)
Total distributions	(.08) ^M	(.36)	(.30) ^L	(2.15)	(.27) ^K
Net asset value, end of period	$ 16.25	$ 15.03	$ 13.16	$ 14.02	$ 13.82
Total Return ^{B, C, D}	8.63%	16.95%	(4.02)%	17.19%	40.89%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	.00% ^{A, G}	.00% ^G	.00% ^G	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.02% ^A	2.91%	2.50%	1.46%	2.81% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,405	$ 3,369	$ 1,559	$ 278	$ 145
Portfolio turnover rate	18% ^A	39%	42%	194%	5% ^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 if certain expenses had not been reduced during the applicable periods shown.

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

^H For the period April 8, 2009 (commencement of operations) to December 31, 2009.

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

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

^K Total distributions of $.27 per share is comprised of distributions from net investment income of $.257 and distributions from net realized gain of $.014 per share.

^L Total distributions of $.30 per share is comprised of distributions from net investment income of $.274 and distributions from net realized gain of $.022 per share.

^M Total distributions of $.08 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.072 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 15.02	$ 13.15	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.41	.33	.19	.25
Net realized and unrealized gain (loss)	1.31	1.81	(.91)	2.14	3.83
Total from investment operations	1.30	2.22	(.58)	2.33	4.08
Distributions from net investment income	- ^I	(.28)	(.26)	(.26)	(.25)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.87)	(.01)
Total distributions	(.08) ^L	(.35)	(.29) ^K	(2.13)	(.26) ^J
Net asset value, end of period	$ 16.24	$ 15.02	$ 13.15	$ 14.02	$ 13.82
Total Return ^{B, C, D}	8.64%	16.88%	(4.17)%	17.05%	40.80%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	2.81%	2.41%	1.36%	2.71% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,422	$ 4,600	$ 1,058	$ 116	$ 141
Portfolio turnover rate	18% ^A	39%	42%	194%	5% ^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 if certain expenses had not been reduced during the applicable 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 8, 2009 (commencement of operations) to December 31, 2009.

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

^J Total distributions of $.26 per share is comprised of distributions from net investment income of $.248 and distributions from net realized gain of $.014 per share.

^K Total distributions of $.29 per share is comprised of distributions from net investment income of $.264 and distributions from net realized gain of $.022 per share.

^L Total distributions of $.08 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.072 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 15.00	$ 13.15	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.39	.32	.17	.23
Net realized and unrealized gain (loss)	1.31	1.79	(.92)	2.14	3.84
Total from investment operations	1.29	2.18	(.60)	2.31	4.07
Distributions from net investment income	- ^I	(.27)	(.24)	(.24)	(.23)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.87)	(.01)
Total distributions	(.08) ^M	(.33) ^L	(.27) ^K	(2.11)	(.25) ^J
Net asset value, end of period	$ 16.21	$ 15.00	$ 13.15	$ 14.02	$ 13.82
Total Return ^{B, C, D}	8.59%	16.64%	(4.32)%	16.92%	40.66%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	2.66%	2.25%	1.21%	2.56% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,027	$ 581	$ 137	$ 144	$ 141
Portfolio turnover rate	18% ^A	39%	42%	194%	5% ^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 if certain expenses had not been reduced during the applicable 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 8, 2009 (commencement of operations) to December 31, 2009.

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

^J Total distributions of $.25 per share is comprised of distributions from net investment income of $.234 and distributions from net realized gain of $.014 per share.

^K Total distributions of $.27 per share is comprised of distributions from net investment income of $.243 and distributions from net realized gain of $.022 per share.

^L Total distributions of $.33 per share is comprised of distributions from net investment income of $.265 and distributions from net realized gain of $.069 per share.

^M Total distributions of $.08 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.072 per share.

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

Semiannual Report

VIP Freedom 2045 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.9	10.6
VIP Equity-Income Portfolio Initial Class	11.7	11.4
VIP Growth & Income Portfolio Initial Class	13.3	12.9
VIP Growth Portfolio Initial Class	11.0	10.6
VIP Mid Cap Portfolio Initial Class	3.2	3.2
VIP Value Portfolio Initial Class	8.6	8.4
VIP Value Strategies Portfolio Initial Class	4.2	4.2
	62.9	61.3
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	17.4	17.9
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.0	5.5
High Yield Bond Funds
VIP High Income Portfolio Initial Class	9.5	10.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	5.2	5.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	62.9%
	Developed International Equity Funds	17.4%
	Emerging Markets Equity Funds	5.0%
	High Yield Bond Funds	9.5%
	Investment Grade Bond Funds	5.2%

ang5519343

Six months ago
	Domestic Equity Funds	61.3%
	Developed International Equity Funds	17.9%
	Emerging Markets Equity Funds	5.5%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	5.3%

ang5519350

Expected
	Domestic Equity Funds	61.9%
	Developed International Equity Funds	17.4%
	Emerging Markets Equity Funds	5.2%
	High Yield Bond Funds	9.5%
	Investment Grade Bond Funds	6.0%

ang5519357

Semiannual Report

VIP Freedom 2045 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 62.9%
	Shares		Value
Domestic Equity Funds - 62.9%
VIP Contrafund Portfolio Initial Class	3,982		$ 117,320
VIP Equity-Income Portfolio Initial Class	5,518		125,805
VIP Growth & Income Portfolio Initial Class	8,517		143,679
VIP Growth Portfolio Initial Class	2,518		118,069
VIP Mid Cap Portfolio Initial Class	1,023		34,657
VIP Value Portfolio Initial Class	6,417		92,913
VIP Value Strategies Portfolio Initial Class	3,626		45,288
TOTAL DOMESTIC EQUITY FUNDS (Cost $496,933)		677,731
International Equity Funds - 22.4%

Developed International Equity Funds - 17.4%
VIP Overseas Portfolio Initial Class	11,027		187,677
Emerging Markets Equity Funds - 5.0%
VIP Emerging Markets Portfolio Initial Class	6,469		54,212
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $205,981)		241,889
Bond Funds - 14.7%
	Shares		Value
High Yield Bond Funds - 9.5%
VIP High Income Portfolio Initial Class	17,433		$ 101,807
Investment Grade Bond Funds - 5.2%
VIP Investment Grade Bond Portfolio Initial Class	4,433		56,429
TOTAL BOND FUNDS (Cost $149,117)		158,236
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $852,031)			1,077,856
NET OTHER ASSETS (LIABILITIES) - 0.0%			(166)
NET ASSETS - 100%		$ 1,077,690

Other Information

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

Semiannual Report

VIP Freedom 2045 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $852,031) - See accompanying schedule		$ 1,077,856
Receivable for investments sold		439
Receivable for fund shares sold		493
Total assets		1,078,788

Liabilities
Payable to custodian bank	$ 1
Payable for investments purchased	329
Payable for fund shares redeemed	603
Distribution and service plan fees payable	165
Total liabilities		1,098

Net Assets		$ 1,077,690
Net Assets consist of:
Paid in capital		$ 848,927
Accumulated net investment loss		(838)
Accumulated undistributed net realized gain (loss) on investments		3,776
Net unrealized appreciation (depreciation) on investments		225,825
Net Assets		$ 1,077,690

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($152,828 ÷ 9,489 shares)		$ 16.11

Service Class: Net Asset Value, offering price and redemption price per share ($165,842 ÷ 10,302 shares)		$ 16.10

Service Class 2: Net Asset Value, offering price and redemption price per share ($759,020 ÷ 47,250 shares)		$ 16.06

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 110

Expenses
Distribution and service plan fees	$ 948
Independent trustees' compensation	2
Total expenses before reductions	950
Expense reductions	(2)	948
Net investment income (loss)		(838)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	3,776
Capital gain distributions from underlying funds	629
Total net realized gain (loss)		4,405
Change in net unrealized appreciation (depreciation) on underlying funds		77,054
Net gain (loss)		81,459
Net increase (decrease) in net assets resulting from operations		$ 80,621

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (838)	$ 14,172
Net realized gain (loss)	4,405	8,432
Change in net unrealized appreciation (depreciation)	77,054	53,952
Net increase (decrease) in net assets resulting from operations	80,621	76,556
Distributions to shareholders from net investment income	-	(14,184)
Distributions to shareholders from net realized gain	(3,950)	(15,172)
Total distributions	(3,950)	(29,356)
Share transactions - net increase (decrease)	245,526	380,344
Total increase (decrease) in net assets	322,197	427,544

Net Assets
Beginning of period	755,493	327,949
End of period (including accumulated net investment loss of $838 and $0, respectively)	$ 1,077,690	$ 755,493

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.83	$ 13.38	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	- ^H	.44	.27	.24	.26
Net realized and unrealized gain (loss)	1.34	1.84	(.89)	2.14	3.87
Total from investment operations	1.34	2.28	(.62)	2.38	4.13
Distributions from net investment income	-	(.30)	(.28)	(.29)	(.26)
Distributions from net realized gain	(.06)	(.53)	(.34)	(1.34)	(.01)
Total distributions	(.06)	(.83)	(.61) ^I	(1.63)	(.27)
Net asset value, end of period	$ 16.11	$ 14.83	$ 13.38	$ 14.61	$ 13.86
Total Return ^{B, C}	9.08%	17.33%	(4.41)%	17.37%	41.28%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.00% ^A	.00%	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.02% ^A	3.07%	1.88%	1.65%	2.83% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 153	$ 136	$ 95	$ 121	$ 145
Portfolio turnover rate	54% ^A	16%	29%	17%	5% ^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 Calculated based on average shares outstanding during the period.

^E Amounts do not include the activity of the Underlying Funds.

^F For the period April 8, 2009 (commencement of operations) to December 31, 2009.

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

^I Total distributions of $.61 per share is comprised of distributions from net investment income of $.279 and distributions from net realized gain of $.335 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.83	$ 13.38	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	.43	.26	.22	.25
Net realized and unrealized gain (loss)	1.34	1.83	(.89)	2.14	3.87
Total from investment operations	1.33	2.26	(.63)	2.36	4.12
Distributions from net investment income	-	(.29)	(.26)	(.28)	(.25)
Distributions from net realized gain	(.06)	(.53)	(.34)	(1.34)	(.01)
Total distributions	(.06)	(.81) ^I	(.60)	(1.61) ^H	(.26)
Net asset value, end of period	$ 16.10	$ 14.83	$ 13.38	$ 14.61	$ 13.86
Total Return ^{B, C}	9.01%	17.24%	(4.52)%	17.23%	41.19%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	2.97%	1.78%	1.55%	2.73% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 166	$ 134	$ 90	$ 117	$ 141
Portfolio turnover rate	54% ^A	16%	29%	17%	5% ^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 Calculated based on average shares outstanding during the period.

^E Amounts do not include the activity of the Underlying Funds.

^F For the period April 8, 2009 (commencement of operations) to December 31, 2009.

^H Total distributions of $1.61 per share is comprised of distributions from net investment income of $.276 and distributions from net realized gain of $1.335 per share.

^I Total distributions of $.81 per share is comprised of distributions from net investment income of $.289 and distributions from net realized gain of $.525 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 14.81	$ 13.38	$ 14.61	$ 13.85	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.41	.23	.20	.24
Net realized and unrealized gain (loss)	1.33	1.83	(.88)	2.15	3.86
Total from investment operations	1.31	2.24	(.65)	2.35	4.10
Distributions from net investment income	-	(.28)	(.25)	(.25)	(.24)
Distributions from net realized gain	(.06)	(.53)	(.34)	(1.34)	(.01)
Total distributions	(.06)	(.81)	(.58) ^I	(1.59)	(.25)
Net asset value, end of period	$ 16.06	$ 14.81	$ 13.38	$ 14.61	$ 13.85
Total Return ^B,C,D	8.89%	17.02%	(4.64)%	17.15%	40.96%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	2.82%	1.63%	1.40%	2.58% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 759	$ 486	$ 143	$ 126	$ 141
Portfolio turnover rate	54% ^A	16%	29%	17%	5% ^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 if certain expenses had not been reduced during the applicable 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 8, 2009 (commencement of operations) to December 31, 2009.

^I Total distributions of $.58 per share is comprised of distributions from net investment income of $.245 and distributions from net realized gain of $.335 per share.

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

Semiannual Report

VIP Freedom 2050 Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	11.0	10.9
VIP Equity-Income Portfolio Initial Class	11.7	11.5
VIP Growth & Income Portfolio Initial Class	13.4	13.1
VIP Growth Portfolio Initial Class	11.2	10.9
VIP Mid Cap Portfolio Initial Class	3.3	3.2
VIP Value Portfolio Initial Class	8.6	8.6
VIP Value Strategies Portfolio Initial Class	4.2	4.3
	63.4	62.5
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	17.6	18.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.1	5.6
High Yield Bond Funds
VIP High Income Portfolio Initial Class	9.7	10.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	4.2	3.5
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	63.4%
	Developed International Equity Funds	17.6%
	Emerging Markets Equity Funds	5.1%
	High Yield Bond Funds	9.7%
	Investment Grade Bond Funds	4.2%

ang5519364

Six months ago
	Domestic Equity Funds	62.5%
	Developed International Equity Funds	18.3%
	Emerging Markets Equity Funds	5.6%
	High Yield Bond Funds	10.1%
	Investment Grade Bond Funds	3.5%

ang5519371

Expected
	Domestic Equity Funds	62.4%
	Developed International Equity Funds	17.5%
	Emerging Markets Equity Funds	5.3%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	4.8%

ang5519378

Semiannual Report

VIP Freedom 2050 Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.4%
	Shares		Value
Domestic Equity Funds - 63.4%
VIP Contrafund Portfolio Initial Class	7,856		$ 231,430
VIP Equity-Income Portfolio Initial Class	10,782		245,827
VIP Growth & Income Portfolio Initial Class	16,649		280,874
VIP Growth Portfolio Initial Class	5,013		235,043
VIP Mid Cap Portfolio Initial Class	2,005		67,908
VIP Value Portfolio Initial Class	12,497		180,957
VIP Value Strategies Portfolio Initial Class	7,076		88,384
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,076,620)		1,330,423
International Equity Funds - 22.7%

Developed International Equity Funds - 17.6%
VIP Overseas Portfolio Initial Class	21,703		369,381
Emerging Markets Equity Funds - 5.1%
VIP Emerging Markets Portfolio Initial Class	12,761		106,935
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $429,643)		476,316
Bond Funds - 13.9%
	Shares		Value
High Yield Bond Funds - 9.7%
VIP High Income Portfolio Initial Class	35,005		$ 204,430
Investment Grade Bond Funds - 4.2%
VIP Investment Grade Bond Portfolio Initial Class	6,890		87,709
TOTAL BOND FUNDS (Cost $285,840)		292,139
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $1,792,103)			2,098,878
NET OTHER ASSETS (LIABILITIES) - 0.0%			(239)
NET ASSETS - 100%		$ 2,098,639

Other Information

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

Semiannual Report

VIP Freedom 2050 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $1,792,103) - See accompanying schedule		$ 2,098,878
Cash		1
Receivable for fund shares sold		1,487
Total assets		2,100,366

Liabilities
Payable for investments purchased	$ 1,215
Payable for fund shares redeemed	273
Distribution and service plan fees payable	239
Total liabilities		1,727

Net Assets		$ 2,098,639
Net Assets consist of:
Paid in capital		$ 1,794,301
Accumulated net investment loss		(1,042)
Accumulated undistributed net realized gain (loss) on investments		(1,395)
Net unrealized appreciation (depreciation) on investments		306,775
Net Assets		$ 2,098,639

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($608,117 ÷ 41,658 shares)		$ 14.60

Service Class: Net Asset Value, offering price and redemption price per share ($523,073 ÷ 35,859 shares)		$ 14.59

Service Class 2: Net Asset Value, offering price and redemption price per share ($967,449 ÷ 66,463 shares)		$ 14.56

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

Semiannual Report

VIP Freedom 2050 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 199

Expenses
Distribution and service plan fees	$ 1,209
Independent trustees' compensation	3
Total expenses before reductions	1,212
Expense reductions	(3)	1,209
Net investment income (loss)		(1,010)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	876
Capital gain distributions from underlying funds	1,132
Total net realized gain (loss)		2,008
Change in net unrealized appreciation (depreciation) on underlying funds		138,724
Net gain (loss)		140,732
Net increase (decrease) in net assets resulting from operations		$ 139,722

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,010)	$ 26,288
Net realized gain (loss)	2,008	13,852
Change in net unrealized appreciation (depreciation)	138,724	76,485
Net increase (decrease) in net assets resulting from operations	139,722	116,625
Distributions to shareholders from net investment income	(367)	(25,863)
Distributions to shareholders from net realized gain	(5,872)	(74,006)
Total distributions	(6,239)	(99,869)
Share transactions - net increase (decrease)	643,921	797,658
Total increase (decrease) in net assets	777,404	814,414

Net Assets
Beginning of period	1,321,235	506,821
End of period (including accumulated net investment loss of $1,042 and undistributed net investment income of $335, respectively)	$ 2,098,639	$ 1,321,235

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 13.41	$ 13.34	$ 15.82	$ 14.01	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	- ^J	.47	.26	.39	.26
Net realized and unrealized gain (loss)	1.24	1.72	(1.03)	2.06	4.01
Total from investment operations	1.24	2.19	(.77)	2.45	4.27
Distributions from net investment income	- ^J	(.28)	(.28)	(.28)	(.25)
Distributions from net realized gain	(.05)	(1.84)	(1.43)	(.36)	(.01)
Total distributions	(.05)	(2.12)	(1.71)	(.64)	(.26)
Net asset value, end of period	$ 14.60	$ 13.41	$ 13.34	$ 15.82	$ 14.01
Total Return ^{B, C, D}	9.27%	17.64%	(4.93)%	17.58%	42.70%
Ratios to Average Net Assets ^F,I
Expenses before reductions	.00% ^{A, G}	.00%	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.02% ^A	3.57%	1.67%	2.64%	2.76% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 608	$ 441	$ 253	$ 666	$ 159
Portfolio turnover rate	20% ^A	24%	92%	50%	4% ^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 if certain expenses had not been reduced during the applicable periods shown.

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

^F Amounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

^H For the period April 8, 2009 (commencement of operations) to December 31, 2009.

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

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.41	$ 13.34	$ 15.82	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.46	.25	.37	.25
Net realized and unrealized gain (loss)	1.24	1.73	(1.04)	2.07	4.00
Total from investment operations	1.23	2.19	(.79)	2.44	4.25
Distributions from net investment income	- ^I	(.27)	(.26)	(.26)	(.24)
Distributions from net realized gain	(.05)	(1.84)	(1.43)	(.36)	(.01)
Total distributions	(.05)	(2.12) ^J	(1.69)	(.62)	(.25)
Net asset value, end of period	$ 14.59	$ 13.41	$ 13.34	$ 15.82	$ 14.00
Total Return ^{B, C, D}	9.19%	17.59%	(5.06)%	17.53%	42.51%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	3.47%	1.57%	2.54%	2.66% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 523	$ 490	$ 91	$ 118	$ 143
Portfolio turnover rate	20% ^A	24%	92%	50%	4% ^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 if certain expenses had not been reduced during the applicable 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 8, 2009 (commencement of operations) to December 31, 2009.

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

^J Total distributions of $2.12 per share is comprised of distributions from net investment income of $.272 and distributions from net realized gain of $1.843 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.39	$ 13.33	$ 15.81	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.43	.22	.35	.23
Net realized and unrealized gain (loss)	1.24	1.73	(1.02)	2.06	4.01
Total from investment operations	1.22	2.16	(.80)	2.41	4.24
Distributions from net investment income	- ^I	(.26)	(.25)	(.24)	(.23)
Distributions from net realized gain	(.05)	(1.84)	(1.43)	(.36)	(.01)
Total distributions	(.05)	(2.10)	(1.68)	(.60)	(.24)
Net asset value, end of period	$ 14.56	$ 13.39	$ 13.33	$ 15.81	$ 14.00
Total Return ^{B, C, D}	9.13%	17.38%	(5.16)%	17.30%	42.37%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	3.32%	1.42%	2.39%	2.51% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 967	$ 390	$ 163	$ 142	$ 147
Portfolio turnover rate	20% ^A	24%	92%	50%	4% ^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 if certain expenses had not been reduced during the applicable 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 8, 2009 (commencement of operations) to December 31, 2009.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Freedom Income Portfolio^SM, VIP Freedom 2005 Portfolio^SM, VIP Freedom 2010 Portfolio^SM, VIP Freedom 2015 Portfolio^SM, VIP Freedom 2020 Portfolio^SM, VIP Freedom 2025 Portfolio^SM, VIP Freedom 2030 Portfolio^SM, VIP Freedom 2035 Portfolio^SM, VIP Freedom 2040 Portfolio^SM, VIP Freedom 2045 Portfolio^SM and VIP Freedom 2050 Portfolio^SM (the Funds) are funds of Variable Insurance Products Fund V. Variable Insurance Products Fund V (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. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, bond, 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.

2. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Each Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value each Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of each 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 each Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities and other investments
VIP Freedom Income	$ 26,107,053	$ 844,826	$ (278,249)	$ 566,577
VIP Freedom 2005	7,641,929	240,011	(262,099)	(22,088)
VIP Freedom 2010	241,418,052	17,571,384	(6,885,860)	10,685,524
VIP Freedom 2015	98,899,434	11,397,576	(3,377,004)	8,020,572
VIP Freedom 2020	623,462,148	75,379,765	(17,183,278)	58,196,487
VIP Freedom 2025	70,810,028	8,674,777	(1,874,764)	6,800,013
VIP Freedom 2030	191,277,582	21,081,786	(6,036,193)	15,045,593
VIP Freedom 2035	1,270,771	271,364	(11,892)	259,472
VIP Freedom 2040	12,815,239	1,151,102	(111,415)	1,039,687
VIP Freedom 2045	853,298	228,340	(3,782)	224,558
VIP Freedom 2050	1,797,657	313,496	(12,275)	301,221

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

	Fiscal year of expiration 2018	Total capital loss carryforward
VIP Freedom 2005	$ (76,635)	$ (76,635)

3. Purchases and Sales of Investments.

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

	Purchases ($)	Redemptions ($)
VIP Freedom Income	7,418,157	4,167,719
VIP Freedom 2005	2,237,396	1,212,375
VIP Freedom 2010	41,057,576	17,063,708
VIP Freedom 2015	12,201,222	13,587,885
VIP Freedom 2020	70,135,773	43,955,531
VIP Freedom 2025	15,947,603	10,246,365
VIP Freedom 2030	39,690,357	10,741,246
VIP Freedom 2035	626,257	228,509
VIP Freedom 2040	5,492,311	956,424
VIP Freedom 2045	508,907	267,470
VIP Freedom 2050	819,936	182,010

4. 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.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. 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, total fees, all of which were reallowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

	Service Class	Service Class 2	Total
VIP Freedom Income	$ 1,287	$ 9,108	$ 10,395
VIP Freedom 2005	442	133	575
VIP Freedom 2010	12,511	225,074	237,585
VIP Freedom 2015	4,102	77,688	81,790
VIP Freedom 2020	24,481	680,427	704,908
VIP Freedom 2025	9,047	46,497	55,544
VIP Freedom 2030	17,528	131,433	148,961
VIP Freedom 2035	57	1,298	1,355
VIP Freedom 2040	2,750	1,057	3,807
VIP Freedom 2045	70	878	948
VIP Freedom 2050	261	948	1,209

5. 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
VIP Freedom Income
Initial Class	.00%	$ 27
Service Class	.10%	1
Service Class 2	.25%	17
VIP Freedom 2005
Initial Class	.00%	11
Service Class	.10%	2
VIP Freedom 2010
Initial Class	.00%	54
Service Class	.10%	45
Service Class 2	.25%	328
VIP Freedom 2015
Initial Class	.00%	70
Service Class	.10%	15
Service Class 2	.25%	116
VIP Freedom 2020
Initial Class	.00%	123
Service Class	.10%	90
Service Class 2	.25%	999
VIP Freedom 2025
Initial Class	.00%	35
Service Class	.10%	32
Service Class 2	.25%	66

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Expense Reductions - continued

	Expense Limitations	Reimbursement
VIP Freedom 2030
Initial Class	.00%	$ 79
Service Class	.10%	63
Service Class 2	.25%	189
VIP Freedom 2035
Service Class 2	.25%	2
VIP Freedom 2040
Initial Class	.00%	7
Service Class	.10%	10
Service Class 2	.25%	1
VIP Freedom 2045
Service Class 2	.25%	2
VIP Freedom 2050
Initial Class	.00%	1
Service Class	.10%	1
Service Class 2	.25%	1

6. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom Income
From net investment income
Initial Class	$ 1,259	$ 208,805
Service Class	231	35,216
Service Class 2	699	78,395
Total	$ 2,189	$ 322,416
From net realized gain
Initial Class	$ 79,343	$ 175,382
Service Class	14,533	31,602
Service Class 2	44,017	89,117
Total	$ 137,893	$ 296,101
VIP Freedom 2005
From net investment income
Initial Class	$ -	$ 95,401
Service Class	-	2,725
Service Class 2	-	3,488
Total	$ -	$ 101,614
From net realized gain
Initial Class	$ -	$ 38,826
Service Class	-	1,163
Service Class 2	-	1,628
Total	$ -	$ 41,617

Semiannual Report

6. Distributions to Shareholders - continued

	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom 2010
From net investment income
Initial Class	$ -	$ 513,310
Service Class	-	412,676
Service Class 2	-	2,741,808
Total	$ -	$ 3,667,794
From net realized gain
Initial Class	$ 209,789	$ 357,937
Service Class	188,398	320,340
Service Class 2	1,337,116	2,237,440
Total	$ 1,735,303	$ 2,915,717
VIP Freedom 2015
From net investment income
Initial Class	$ 9,812	$ 717,161
Service Class	2,064	123,156
Service Class 2	16,125	1,049,605
Total	$ 28,001	$ 1,889,922
From net realized gain
Initial Class	$ 392,466	$ 643,418
Service Class	82,552	117,879
Service Class 2	645,006	1,038,210
Total	$ 1,120,024	$ 1,799,507
VIP Freedom 2020
From net investment income
Initial Class	$ 10,805	$ 1,157,821
Service Class	8,322	865,656
Service Class 2	93,421	9,191,892
Total	$ 112,548	$ 11,215,369
From net realized gain
Initial Class	$ 518,653	$ 657,453
Service Class	399,463	509,270
Service Class 2	4,484,210	5,889,311
Total	$ 5,402,326	$ 7,056,034
VIP Freedom 2025
From net investment income
Initial Class	$ -	$ 322,574
Service Class	-	294,901
Service Class 2	-	519,975
Total	$ -	$ 1,137,450
From net realized gain
Initial Class	$ 171,121	$ 186,098
Service Class	149,554	147,320
Service Class 2	320,241	346,222
Total	$ 640,916	$ 679,640
VIP Freedom 2030
From net investment income
Initial Class	$ 10,785	$ 810,230
Service Class	8,894	633,316
Service Class 2	27,121	1,755,990
Total	$ 46,800	$ 3,199,536
From net realized gain
Initial Class	$ 316,366	$ 330,540
Service Class	260,883	280,641
Service Class 2	795,558	755,100
Total	$ 1,372,807	$ 1,366,281

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Distributions to Shareholders - continued

	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom 2035
From net investment income
Initial Class	$ 41	$ 2,496
Service Class	34	1,942
Service Class 2	299	14,646
Total	$ 374	$ 19,084
From net realized gain
Initial Class	$ 685	$ 525
Service Class	568	429
Service Class 2	5,027	3,310
Total	$ 6,280	$ 4,264
VIP Freedom 2040
From net investment income
Initial Class	$ 711	$ 63,792
Service Class	914	85,249
Service Class 2	143	10,008
Total	$ 1,768	$ 159,049
From net realized gain
Initial Class	$ 17,065	$ 14,342
Service Class	21,942	19,029
Service Class 2	3,422	2,337
Total	$ 42,429	$ 35,708
VIP Freedom 2045
From net investment income
Initial Class	$ -	$ 2,686
Service Class	-	2,545
Service Class 2	-	8,953
Total	$ -	$ 14,184
From net realized gain
Initial Class	$ 586	$ 3,882
Service Class	571	3,727
Service Class 2	2,793	7,563
Total	$ 3,950	$ 15,172
VIP Freedom 2050
From net investment income
Initial Class	$ 108	$ 8,896
Service Class	110	9,703
Service Class 2	149	7,264
Total	$ 367	$ 25,863
From net realized gain
Initial Class	$ 1,724	$ 36,328
Service Class	1,758	13,771
Service Class 2	2,390	23,907
Total	$ 5,872	$ 74,006

Semiannual Report

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom Income
Initial Class
Shares sold	405,282	506,250	$ 4,328,114	$ 5,321,423
Reinvestment of distributions	7,597	36,517	80,602	384,187
Shares redeemed	(242,463)	(272,479)	(2,590,045)	(2,874,050)
Net increase (decrease)	170,416	270,288	$ 1,818,671	$ 2,831,560
Service Class
Shares sold	111,521	82,410	$ 1,196,539	$ 870,420
Reinvestment of distributions	1,390	6,352	14,763	66,818
Shares redeemed	(27,083)	(100,761)	(289,228)	(1,053,819)
Net increase (decrease)	85,828	(11,999)	$ 922,074	$ (116,581)
Service Class 2
Shares sold	244,048	322,518	$ 2,594,975	$ 3,394,259
Reinvestment of distributions	4,226	15,998	44,716	167,513
Shares redeemed	(186,674)	(481,884)	(1,987,057)	(5,045,135)
Net increase (decrease)	61,600	(143,368)	$ 652,634	$ (1,483,363)
VIP Freedom 2005
Initial Class
Shares sold	73,690	132,470	$ 800,967	$ 1,382,914
Reinvestment of distributions	-	12,771	-	134,226
Shares redeemed	(61,229)	(109,991)	(660,843)	(1,139,278)
Net increase (decrease)	12,461	35,250	$ 140,124	$ 377,862
Service Class
Shares sold	103,460	9,826	$ 1,114,642	$ 102,541
Reinvestment of distributions	-	370	-	3,888
Shares redeemed	(7,291)	(3,024)	(79,152)	(31,330)
Net increase (decrease)	96,169	7,172	$ 1,035,490	$ 75,099
Service Class 2
Shares sold	4,931	8,838	$ 52,865	$ 92,263
Reinvestment of distributions	-	487	-	5,116
Shares redeemed	(19,295)	(8,497)	(205,488)	(85,318)
Net increase (decrease)	(14,364)	828	$ (152,623)	$ 12,061
VIP Freedom 2010
Initial Class
Shares sold	1,358,960	810,762	$ 15,798,754	$ 8,897,928
Reinvestment of distributions	18,467	78,947	209,789	871,247
Shares redeemed	(370,190)	(599,458)	(4,274,395)	(6,576,629)
Net increase (decrease)	1,007,237	290,251	$ 11,734,148	$ 3,192,546
Service Class
Shares sold	342,716	600,572	$ 3,938,725	$ 6,665,476
Reinvestment of distributions	16,599	66,530	188,398	733,016
Shares redeemed	(337,587)	(555,332)	(3,904,232)	(6,060,774)
Net increase (decrease)	21,728	111,770	$ 222,891	$ 1,337,718
Service Class 2
Shares sold	1,720,687	2,733,936	$ 19,737,339	$ 29,882,425
Reinvestment of distributions	118,329	453,521	1,337,116	4,979,248
Shares redeemed	(625,804)	(1,388,708)	(7,175,767)	(15,121,458)
Net increase (decrease)	1,213,212	1,798,749	$ 13,898,688	$ 19,740,215

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom 2015
Initial Class
Shares sold	267,177	672,186	$ 3,086,483	$ 7,512,932
Reinvestment of distributions	35,288	122,757	402,278	1,360,579
Shares redeemed	(326,537)	(1,290,134)	(3,791,218)	(14,331,975)
Net increase (decrease)	(24,072)	(495,191)	$ (302,457)	$ (5,458,464)
Service Class
Shares sold	251,037	381,833	$ 2,891,012	$ 4,217,950
Reinvestment of distributions	7,429	21,773	84,616	241,035
Shares redeemed	(76,657)	(561,029)	(887,350)	(6,154,990)
Net increase (decrease)	181,809	(157,423)	$ 2,088,278	$ (1,696,005)
Service Class 2
Shares sold	559,253	973,937	$ 6,430,219	$ 10,760,312
Reinvestment of distributions	58,249	189,185	661,131	2,087,815
Shares redeemed	(787,770)	(1,080,658)	(9,086,177)	(11,900,658)
Net increase (decrease)	(170,268)	82,464	$ (1,994,827)	$ 947,469
VIP Freedom 2020
Initial Class
Shares sold	2,778,268	1,647,927	$ 32,581,874	$ 18,136,371
Reinvestment of distributions	46,201	163,724	529,458	1,815,274
Shares redeemed	(688,359)	(1,302,769)	(8,085,752)	(14,476,639)
Net increase (decrease)	2,136,110	508,882	$ 25,025,580	$ 5,475,006
Service Class
Shares sold	600,552	922,752	$ 6,983,732	$ 10,165,437
Reinvestment of distributions	35,646	124,227	407,785	1,374,926
Shares redeemed	(385,539)	(568,382)	(4,482,414)	(6,216,861)
Net increase (decrease)	250,659	478,597	$ 2,909,103	$ 5,323,502
Service Class 2
Shares sold	1,691,411	6,045,967	$ 19,613,760	$ 65,633,205
Reinvestment of distributions	401,547	1,367,811	4,577,631	15,081,203
Shares redeemed	(1,730,030)	(2,763,924)	(20,068,581)	(30,408,681)
Net increase (decrease)	362,928	4,649,854	$ 4,122,810	$ 50,305,727
VIP Freedom 2025
Initial Class
Shares sold	267,798	233,426	$ 3,154,088	$ 2,546,455
Reinvestment of distributions	14,854	46,086	171,121	508,672
Shares redeemed	(160,787)	(242,195)	(1,901,250)	(2,657,164)
Net increase (decrease)	121,865	37,317	$ 1,423,959	$ 397,963
Service Class
Shares sold	474,510	1,168,675	$ 5,605,715	$ 13,125,656
Reinvestment of distributions	13,005	40,016	149,554	442,221
Shares redeemed	(356,258)	(442,575)	(4,232,208)	(4,814,177)
Net increase (decrease)	131,257	766,116	$ 1,523,061	$ 8,753,700
Service Class 2
Shares sold	793,762	1,282,953	$ 9,221,090	$ 13,795,302
Reinvestment of distributions	27,944	78,879	320,241	866,197
Shares redeemed	(527,164)	(991,383)	(6,138,549)	(10,870,675)
Net increase (decrease)	294,542	370,449	$ 3,402,782	$ 3,790,824

Semiannual Report

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom 2030
Initial Class
Shares sold	1,682,559	898,656	$ 19,452,107	$ 9,463,981
Reinvestment of distributions	29,158	106,281	327,151	1,140,770
Shares redeemed	(393,566)	(564,704)	(4,502,125)	(6,095,956)
Net increase (decrease)	1,318,151	440,233	$ 15,277,133	$ 4,508,795
Service Class
Shares sold	528,119	664,672	$ 6,038,961	$ 7,022,022
Reinvestment of distributions	24,066	85,273	269,777	913,957
Shares redeemed	(315,695)	(736,616)	(3,591,838)	(7,785,898)
Net increase (decrease)	236,490	13,329	$ 2,716,900	$ 150,081
Service Class 2
Shares sold	1,634,178	3,362,116	$ 18,612,389	$ 35,481,817
Reinvestment of distributions	73,651	234,938	822,679	2,511,089
Shares redeemed	(624,094)	(1,056,441)	(7,042,685)	(11,181,931)
Net increase (decrease)	1,083,735	2,540,613	$ 12,392,383	$ 26,810,975
VIP Freedom 2035
Initial Class
Shares sold	2,496	1,405	$ 43,406	$ 20,852
Reinvestment of distributions	44	194	726	3,021
Shares redeemed	(250)	(489)	(4,161)	(7,420)
Net increase (decrease)	2,290	1,110	$ 39,971	$ 16,453
Service Class
Shares sold	334	-	$ 5,633	$ -
Reinvestment of distributions	37	152	602	2,370
Shares redeemed	(3)	-	(53)	-
Net increase (decrease)	368	152	$ 6,182	$ 2,370
Service Class 2
Shares sold	35,520	36,092	$ 592,128	$ 555,796
Reinvestment of distributions	326	1,155	5,326	17,956
Shares redeemed	(14,470)	(5,852)	(240,136)	(85,650)
Net increase (decrease)	21,376	31,395	$ 357,318	$ 488,102
VIP Freedom 2040
Initial Class
Shares sold	183,421	190,414	$ 2,975,573	$ 2,787,250
Reinvestment of distributions	1,135	5,266	17,776	78,134
Shares redeemed	(14,578)	(90,035)	(232,953)	(1,291,491)
Net increase (decrease)	169,978	105,645	$ 2,760,396	$ 1,573,893
Service Class
Shares sold	129,047	269,625	$ 2,062,826	$ 3,978,915
Reinvestment of distributions	1,460	7,029	22,856	104,277
Shares redeemed	(41,231)	(50,822)	(659,740)	(731,927)
Net increase (decrease)	89,276	225,832	$ 1,425,942	$ 3,351,265
Service Class 2
Shares sold	37,804	29,964	$ 599,687	$ 436,786
Reinvestment of distributions	228	833	3,565	12,345
Shares redeemed	(13,398)	(2,501)	(212,747)	(37,142)
Net increase (decrease)	24,634	28,296	$ 390,505	$ 411,989

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
VIP Freedom 2045
Initial Class
Shares sold	526	1,911	$ 8,429	$ 27,316
Reinvestment of distributions	38	458	586	6,568
Shares redeemed	(235)	(288)	(3,687)	(4,149)
Net increase (decrease)	329	2,081	$ 5,328	$ 29,735
Service Class
Shares sold	1,727	1,905	$ 27,570	$ 28,391
Reinvestment of distributions	37	437	571	6,272
Shares redeemed	(495)	(64)	(7,844)	(965)
Net increase (decrease)	1,269	2,278	$ 20,297	$ 33,698
Service Class 2
Shares sold	30,550	25,555	$ 477,115	$ 366,613
Reinvestment of distributions	181	1,144	2,793	16,516
Shares redeemed	(16,263)	(4,594)	(260,007)	(66,218)
Net increase (decrease)	14,468	22,105	$ 219,901	$ 316,911
VIP Freedom 2050
Initial Class
Shares sold	13,163	19,347	$ 189,087	$ 252,461
Reinvestment of distributions	131	3,546	1,832	45,224
Shares redeemed	(4,521)	(8,948)	(64,495)	(117,392)
Net increase (decrease)	8,773	13,945	$ 126,424	$ 180,293
Service Class
Shares sold	2,307	28,158	$ 33,325	$ 377,910
Reinvestment of distributions	133	1,818	1,868	23,474
Shares redeemed	(3,097)	(274)	(45,164)	(3,695)
Net increase (decrease)	(657)	29,702	$ (9,971)	$ 397,689
Service Class 2
Shares sold	42,221	17,914	$ 600,864	$ 233,914
Reinvestment of distributions	181	2,441	2,539	31,171
Shares redeemed	(5,085)	(3,452)	(75,935)	(45,409)
Net increase (decrease)	37,317	16,903	$ 527,468	$ 219,676

8. 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, the following VIP Freedom Portfolios were the owners of record of 10% or more of the total outstanding shares of the Underlying Funds.

Fund	VIP Freedom 2020
VIP Emerging Markets Portfolio	21%
VIP Value Portfolio	20%

The Funds, in aggregate, were the owners of record of more than 20% of the total outstanding shares of the following Underlying Funds.

Fund	% of shares held
VIP Emerging Markets Portfolio	43%
VIP Value Portfolio	42%

Semiannual Report

8. Other - continued

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	-	-
VIP Freedom 2005	83	1	16
VIP Freedom 2010	-	1	74
VIP Freedom 2015	30	1	26
VIP Freedom 2020	-	1	73
VIP Freedom 2025	20	3	60
VIP Freedom 2030	-	3	70
VIP Freedom 2035	16	4	72
VIP Freedom 2040	-	3	91
VIP Freedom 2045	29	2	49
VIP Freedom 2050	-	3	75

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFF2K-SANN-0813
1.819548.109

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
VIP Freedom Lifetime Income® I Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom Lifetime Income II Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom Lifetime Income III Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Notes	(Click Here)	Notes to the financial statements.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (January 1, 2013 to June 30, 2013).

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 ^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
VIP Freedom Lifetime Income I	.00%
Actual		$ 1,000.00	$ 1,030.00	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,024.79	$ .00
VIP Freedom Lifetime Income II	.00%
Actual		$ 1,000.00	$ 1,039.80	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,024.79	$ .00
VIP Freedom Lifetime Income III	.00%
Actual		$ 1,000.00	$ 1,069.20	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,024.79	$ .00

^A 5% return per year before expenses

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

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	4.8	4.9
VIP Equity-Income Portfolio Investor Class	5.0	5.2
VIP Growth & Income Portfolio Investor Class	5.7	5.9
VIP Growth Portfolio Investor Class	4.9	4.8
VIP Mid Cap Portfolio Investor Class	1.4	1.4
VIP Value Portfolio Investor Class	3.7	3.9
VIP Value Strategies Portfolio Investor Class	1.8	1.9
	27.3	28.0
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	7.6	8.2
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	2.2	2.5
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.0	5.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	42.8	41.3
Short-Term Funds
VIP Money Market Portfolio Investor Class	15.1	14.9
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	27.3%
	Developed International Equity Funds	7.6%
	Emerging Markets Equity Funds	2.2%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	42.8%
	Short-Term Funds	15.1%

ang5519397

Six months ago
	Domestic Equity Funds	28.0%
	Developed International Equity Funds	8.2%
	Emerging Markets Equity Funds	2.5%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	41.3%
	Short-Term Funds	14.9%

ang5519405

Expected
	Domestic Equity Funds	24.7%
	Developed International Equity Funds	6.9%
	Emerging Markets Equity Funds	2.1%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	46.3%
	Short-Term Funds	15.0%

ang5519413

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 27.3%
	Shares		Value
Domestic Equity Funds - 27.3%
VIP Contrafund Portfolio Investor Class	20,194		$ 592,482
VIP Equity-Income Portfolio Investor Class	27,548		625,892
VIP Growth & Income Portfolio Investor Class	42,565		715,948
VIP Growth Portfolio Investor Class	12,952		605,654
VIP Mid Cap Portfolio Investor Class	5,122		172,873
VIP Value Portfolio Investor Class	31,798		460,113
VIP Value Strategies Portfolio Investor Class	18,003		223,783
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,184,101)		3,396,745
International Equity Funds - 9.8%

Developed International Equity Funds - 7.6%
VIP Overseas Portfolio Investor Class R	55,854		947,285
Emerging Markets Equity Funds - 2.2%
VIP Emerging Markets Portfolio Investor Class R	32,128		268,265
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,380,443)		1,215,550
Bond Funds - 47.8%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Investor Class	105,962		$ 616,699
Investment Grade Bond Funds - 42.8%
VIP Investment Grade Bond Portfolio Investor Class	419,843		5,327,803
TOTAL BOND FUNDS (Cost $6,010,609)		5,944,502
Short-Term Funds - 15.1%

VIP Money Market Portfolio Investor Class (Cost $1,879,469)	1,879,469		1,879,469
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $12,454,622)			12,436,266
NET OTHER ASSETS (LIABILITIES) - 0.0%			1
NET ASSETS - 100%		$ 12,436,267

Other Information

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

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $12,454,622) - See accompanying schedule		$ 12,436,266
Receivable for investments sold		206
Total assets		12,436,472

Liabilities
Payable for fund shares redeemed		205

Net Assets		$ 12,436,267
Net Assets consist of:
Paid in capital		$ 12,470,767
Undistributed net investment income		1,940
Accumulated undistributed net realized gain (loss) on investments		(18,084)
Net unrealized appreciation (depreciation) on investments		(18,356)
Net Assets, for 1,185,121 shares outstanding		$ 12,436,267
Net Asset Value, offering price and redemption price per share ($12,436,267 ÷ 1,185,121 shares)		$ 10.49

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 988

Expenses
Independent trustees' compensation	$ 23
Total expenses before reductions	23
Expense reductions	(23)	0
Net investment income (loss)		988
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	34,585
Capital gain distributions from underlying funds	3,680
Total net realized gain (loss)		38,265
Change in net unrealized appreciation (depreciation) on underlying funds		313,043
Net gain (loss)		351,308
Net increase (decrease) in net assets resulting from operations		$ 352,296

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 988	$ 225,817
Net realized gain (loss)	38,265	243,848
Change in net unrealized appreciation (depreciation)	313,043	657,851
Net increase (decrease) in net assets resulting from operations	352,296	1,127,516
Distributions to shareholders from net investment income	-	(224,866)
Distributions to shareholders from net realized gain	(91,270)	(219,217)
Total distributions	(91,270)	(444,083)
Share transactions Proceeds from sales of shares	845,209	1,367,992
Reinvestment of distributions	91,270	444,083
Cost of shares redeemed	(797,860)	(1,205,660)
Net increase (decrease) in net assets resulting from share transactions	138,619	606,415
Total increase (decrease) in net assets	399,645	1,289,848

Net Assets
Beginning of period	12,036,622	10,746,774
End of period (including undistributed net investment income of $1,940 and undistributed net investment income of $952, respectively)	$ 12,436,267	$ 12,036,622
Other Information Shares
Sold	79,854	131,981
Issued in reinvestment of distributions	8,776	43,598
Redeemed	(76,232)	(117,015)
Net increase (decrease)	12,398	58,564

Financial Highlights

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.26	$ 9.65	$ 9.88	$ 9.13	$ 7.81	$ 11.21
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.20	.22	.21	.36	.33
Net realized and unrealized gain (loss)	.31	.80	(.17)	.87	1.40	(2.85)
Total from investment operations	.31	1.00	.05	1.08	1.76	(2.52)
Distributions from net investment income	-	(.20)	(.21)	(.22)	(.36)	(.37)
Distributions from net realized gain	(.08)	(.19)	(.06)	(.11)	(.08)	(.51)
Total distributions	(.08)	(.39)	(.28) ^J	(.33)	(.44)	(.88)
Net asset value, end of period	$ 10.49	$ 10.26	$ 9.65	$ 9.88	$ 9.13	$ 7.81
Total Return ^{B, C, D}	3.00%	10.42%	.48%	11.84%	22.76%	(22.68)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	1.97%	2.25%	2.26%	4.28%	3.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 12,436	$ 12,037	$ 10,747	$ 10,345	$ 8,773	$ 7,648
Portfolio turnover rate	22% ^A	19%	17%	26%	20%	25%

^A Annualized

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

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

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

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

^FAmounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

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

^IAmount represents less than $.01 per share.

^JTotal distributions of $.28 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.064 per share.

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

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	6.0	5.8
VIP Equity-Income Portfolio Investor Class	6.4	6.2
VIP Growth & Income Portfolio Investor Class	7.3	7.0
VIP Growth Portfolio Investor Class	6.1	5.8
VIP Mid Cap Portfolio Investor Class	1.7	1.7
VIP Value Portfolio Investor Class	4.7	4.6
VIP Value Strategies Portfolio Investor Class	2.3	2.3
	34.5	33.4
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	9.5	9.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	2.7	3.0
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.0	5.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	38.7	39.4
Short-Term Funds
VIP Money Market Portfolio Investor Class	9.6	9.3
Net Other Assets (Liabilities)	0.0*	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	34.5%
	Developed International Equity Funds	9.5%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	38.7%
	Short-Term Funds	9.6%

ang5519421

Six months ago
	Domestic Equity Funds	33.4%
	Developed International Equity Funds	9.8%
	Emerging Markets Equity Funds	3.0%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	39.4%
	Short-Term Funds	9.3%

ang5519429

Expected
	Domestic Equity Funds	33.3%
	Developed International Equity Funds	9.3%
	Emerging Markets Equity Funds	2.8%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	39.8%
	Short-Term Funds	9.8%

ang5519437

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 34.5%
	Shares		Value
Domestic Equity Funds - 34.5%
VIP Contrafund Portfolio Investor Class	43,544		$ 1,277,581
VIP Equity-Income Portfolio Investor Class	59,757		1,357,676
VIP Growth & Income Portfolio Investor Class	92,295		1,552,397
VIP Growth Portfolio Investor Class	27,718		1,296,095
VIP Mid Cap Portfolio Investor Class	11,066		373,476
VIP Value Portfolio Investor Class	69,071		999,454
VIP Value Strategies Portfolio Investor Class	39,059		485,500
TOTAL DOMESTIC EQUITY FUNDS (Cost $6,984,903)		7,342,179
International Equity Funds - 12.2%

Developed International Equity Funds - 9.5%
VIP Overseas Portfolio Investor Class R	119,412		2,025,233
Emerging Markets Equity Funds - 2.7%
VIP Emerging Markets Portfolio Investor Class R	68,616		572,944
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $3,011,836)		2,598,177
Bond Funds - 43.7%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Investor Class	182,883		$ 1,064,380
Investment Grade Bond Funds - 38.7%
VIP Investment Grade Bond Portfolio Investor Class	649,576		8,243,116
TOTAL BOND FUNDS (Cost $9,392,037)		9,307,496
Short-Term Funds - 9.6%

VIP Money Market Portfolio Investor Class (Cost $2,042,947)	2,042,947		2,042,947
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $21,431,723)			21,290,799
NET OTHER ASSETS (LIABILITIES) - 0.0%			2
NET ASSETS - 100%		$ 21,290,801

Other Information

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

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $21,431,723) - See accompanying schedule		$ 21,290,799
Cash		1
Receivable for investments sold		353
Total assets		21,291,153

Liabilities
Payable for fund shares redeemed		352

Net Assets		$ 21,290,801
Net Assets consist of:
Paid in capital		$ 22,047,816
Distributions in excess of net investment income		(1,702)
Accumulated undistributed net realized gain (loss) on investments		(614,389)
Net unrealized appreciation (depreciation) on investments		(140,924)
Net Assets, for 1,977,691 shares outstanding		$ 21,290,801
Net Asset Value, offering price and redemption price per share ($21,290,801 ÷ 1,977,691 shares)		$ 10.77

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 1,570

Expenses
Independent trustees' compensation	$ 39
Total expenses before reductions	39
Expense reductions	(39)	0
Net investment income (loss)		1,570
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	32,444
Capital gain distributions from underlying funds	7,694
Total net realized gain (loss)		40,138
Change in net unrealized appreciation (depreciation) on underlying funds		755,214
Net gain (loss)		795,352
Net increase (decrease) in net assets resulting from operations		$ 796,922

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,570	$ 383,936
Net realized gain (loss)	40,138	368,989
Change in net unrealized appreciation (depreciation)	755,214	1,204,692
Net increase (decrease) in net assets resulting from operations	796,922	1,957,617
Distributions to shareholders from net investment income	(3,982)	(381,234)
Distributions to shareholders from net realized gain	-	(166,559)
Total distributions	(3,982)	(547,793)
Share transactions Proceeds from sales of shares	1,472,153	4,336,852
Reinvestment of distributions	3,982	547,793
Cost of shares redeemed	(700,050)	(3,166,240)
Net increase (decrease) in net assets resulting from share transactions	776,085	1,718,405
Total increase (decrease) in net assets	1,569,025	3,128,229

Net Assets
Beginning of period	19,721,776	16,593,547
End of period (including distributions in excess of net investment income of $1,702 and undistributed net investment income of $710, respectively)	$ 21,290,801	$ 19,721,776
Other Information Shares
Sold	138,604	420,942
Issued in reinvestment of distributions	375	53,184
Redeemed	(64,998)	(308,787)
Net increase (decrease)	73,981	165,339

Financial Highlights

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.36	$ 9.55	$ 9.79	$ 8.90	$ 7.42	$ 11.68
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.21	.23	.21	.34	.29
Net realized and unrealized gain (loss)	.41	.90	(.21)	.95	1.59	(3.57)
Total from investment operations	.41	1.11	.02	1.16	1.93	(3.28)
Distributions from net investment income	- ^I	(.21)	(.22)	(.22)	(.36)	(.34)
Distributions from net realized gain	-	(.09)	(.04)	(.05)	(.09)	(.64)
Total distributions	- ^I	(.30)	(.26)	(.27)	(.45)	(.98)
Net asset value, end of period	$ 10.77	$ 10.36	$ 9.55	$ 9.79	$ 8.90	$ 7.42
Total Return ^{B, C, D}	3.98%	11.60%	.25%	12.99%	26.44%	(28.49)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.01% ^A	2.06%	2.33%	2.22%	4.25%	2.91%
Supplemental Data
Net assets, end of period (000 omitted)	$ 21,291	$ 19,722	$ 16,594	$ 14,637	$ 14,172	$ 12,892
Portfolio turnover rate	12% ^A	25%	12%	23%	21%	25%

^A Annualized

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

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

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

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

^FAmounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

^IAmount represents less than $.01 per share.

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

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	9.0	8.7
VIP Equity-Income Portfolio Investor Class	9.5	9.3
VIP Growth & Income Portfolio Investor Class	10.9	10.6
VIP Growth Portfolio Investor Class	9.1	8.7
VIP Mid Cap Portfolio Investor Class	2.6	2.6
VIP Value Portfolio Investor Class	7.0	7.0
VIP Value Strategies Portfolio Investor Class	3.4	3.4
	51.5	50.3
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	14.3	14.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	4.1	4.5
High Yield Bond Funds
VIP High Income Portfolio Investor Class	7.4	7.6
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	22.6	22.7
Short-Term Funds
VIP Money Market Portfolio Investor Class	0.1	0.1
Net Other Assets (Liabilities)	0.0	0.0*
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	51.5%
	Developed International Equity Funds	14.3%
	Emerging Markets Equity Funds	4.1%
	High Yield Bond Funds	7.4%
	Investment Grade Bond Funds	22.6%
	Short-Term Funds	0.1%

ang5519445

Six months ago
	Domestic Equity Funds	50.3%
	Developed International Equity Funds	14.8%
	Emerging Markets Equity Funds	4.5%
	High Yield Bond Funds	7.6%
	Investment Grade Bond Funds	22.7%
	Short-Term Funds	0.1%

ang5519453

Expected
	Domestic Equity Funds	50.2%
	Developed International Equity Funds	14.1%
	Emerging Markets Equity Funds	4.2%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	23.7%
	Short-Term Funds	0.3%

ang5519461

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 51.5%
	Shares		Value
Domestic Equity Funds - 51.5%
VIP Contrafund Portfolio Investor Class	30,118		$ 883,676
VIP Equity-Income Portfolio Investor Class	41,358		939,658
VIP Growth & Income Portfolio Investor Class	63,785		1,072,865
VIP Growth Portfolio Investor Class	19,067		891,577
VIP Mid Cap Portfolio Investor Class	7,679		259,161
VIP Value Portfolio Investor Class	47,829		692,088
VIP Value Strategies Portfolio Investor Class	27,121		337,116
TOTAL DOMESTIC EQUITY FUNDS (Cost $4,759,431)		5,076,141
International Equity Funds - 18.4%

Developed International Equity Funds - 14.3%
VIP Overseas Portfolio Investor Class R	82,869		1,405,450
Emerging Markets Equity Funds - 4.1%
VIP Emerging Markets Portfolio Investor Class R	48,344		403,675
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,015,185)		1,809,125
Bond Funds - 30.0%
	Shares		Value
High Yield Bond Funds - 7.4%
VIP High Income Portfolio Investor Class	124,363		$ 723,792
Investment Grade Bond Funds - 22.6%
VIP Investment Grade Bond Portfolio Investor Class	175,780		2,230,642
TOTAL BOND FUNDS (Cost $3,008,229)		2,954,434
Short-Term Funds - 0.1%

VIP Money Market Portfolio Investor Class (Cost $15,358)	15,358		15,358
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $9,798,203)			9,855,058
NET OTHER ASSETS (LIABILITIES) - 0.0%			0
NET ASSETS - 100%		$ 9,855,058

Other Information

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

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $9,798,203) - See accompanying schedule		$ 9,855,058
Receivable for investments sold		163
Total assets		9,855,221

Liabilities
Payable for fund shares redeemed		163

Net Assets		$ 9,855,058
Net Assets consist of:
Paid in capital		$ 9,844,509
Undistributed net investment income		589
Accumulated undistributed net realized gain (loss) on investments		(46,895)
Net unrealized appreciation (depreciation) on investments		56,855
Net Assets, for 924,576 shares outstanding		$ 9,855,058
Net Asset Value, offering price and redemption price per share ($9,855,058 ÷ 924,576 shares)		$ 10.66

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 759

Expenses
Independent trustees' compensation	$ 16
Total expenses before reductions	16
Expense reductions	(16)	0
Net investment income (loss)		759
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	9,750
Capital gain distributions from underlying funds	4,609
Total net realized gain (loss)		14,359
Change in net unrealized appreciation (depreciation) on underlying funds		546,074
Net gain (loss)		560,433
Net increase (decrease) in net assets resulting from operations		$ 561,192

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 759	$ 178,493
Net realized gain (loss)	14,359	158,158
Change in net unrealized appreciation (depreciation)	546,074	735,684
Net increase (decrease) in net assets resulting from operations	561,192	1,072,335
Distributions to shareholders from net investment income	(1,683)	(176,434)
Distributions to shareholders from net realized gain	(15,990)	(52,606)
Total distributions	(17,673)	(229,040)
Share transactions Proceeds from sales of shares	1,769,296	1,393,113
Reinvestment of distributions	17,673	229,040
Cost of shares redeemed	(794,430)	(970,490)
Net increase (decrease) in net assets resulting from share transactions	992,539	651,663
Total increase (decrease) in net assets	1,536,058	1,494,958

Net Assets
Beginning of period	8,319,000	6,824,042
End of period (including undistributed net investment income of $589 and undistributed net investment income of $1,513, respectively)	$ 9,855,058	$ 8,319,000
Other Information Shares
Sold	166,171	142,165
Issued in reinvestment of distributions	1,706	23,135
Redeemed	(75,710)	(97,600)
Net increase (decrease)	92,167	67,700

Financial Highlights

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.99	$ 8.92	$ 9.37	$ 8.28	$ 6.72	$ 11.90
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.23	.20	.18	.24	.24
Net realized and unrealized gain (loss)	.69	1.12	(.42)	1.14	1.76	(4.36)
Total from investment operations	.69	1.35	(.22)	1.32	2.00	(4.12)
Distributions from net investment income	- ^I	(.22)	(.20)	(.19)	(.26)	(.27)
Distributions from net realized gain	(.02)	(.07)	(.03)	(.04)	(.18)	(.79)
Total distributions	(.02)	(.28) ^J	(.23)	(.23)	(.44)	(1.06)
Net asset value, end of period	$ 10.66	$ 9.99	$ 8.92	$ 9.37	$ 8.28	$ 6.72
Total Return ^{B, C, D}	6.92%	15.20%	(2.36)%	15.98%	30.34%	(35.25)%
Ratios to Average Net Assets ^{F, H}
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.02% ^A	2.34%	2.13%	2.03%	3.33%	2.43%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,855	$ 8,319	$ 6,824	$ 6,741	$ 6,630	$ 5,419
Portfolio turnover rate	22% ^A	20%	16%	20%	10%	20%

^A Annualized

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

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

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

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

^FAmounts do not include the activity of the Underlying Funds.

^G Amount represents less than .01%.

^IAmount represents less than $.01 per share.

^JTotal distributions of $.28 per share is comprised of distributions from net investment income of $.218 and distributions from net realized gain of $.065 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP 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) 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, bond, 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.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expenses included in the accompanying financial statements reflect the expenses of 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.

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

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

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

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities and other investments
VIP Freedom Lifetime Income I	$ 12,501,766	$ 424,795	$ (490,295)	$ (65,500)
VIP Freedom Lifetime Income II	21,578,840	738,647	(1,026,688)	(288,041)
VIP Freedom Lifetime Income III	9,857,707	540,870	(543,519)	(2,649)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

	Fiscal year of expiration
	2017	2018	Total with expiration
VIP Freedom Lifetime Income II	$ (210,741)	$ (289,171)	$ (499,912)

3. 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	1,396,875	1,344,860
VIP Freedom Lifetime Income II	1,990,355	1,208,990
VIP Freedom Lifetime Income III	1,978,150	997,915

4. Fees and Other Transactions with Affiliates.

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 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.

5. Expense Reductions.

FMR voluntarily agreed to reimburse each Fund to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below.

The following Funds were in reimbursement during the period:

	Expense Limitations	Reimbursement
VIP Freedom Lifetime Income I	.00%	$ 23
VIP Freedom Lifetime Income II	.00%	39
VIP Freedom Lifetime Income III	.00%	16

6. Other.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Administrator

Fidelity Management & Research Company
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFLI-SANN-0813
1.816202.107

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
VIP FundsManager® 20% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 50% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 60% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 70% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 85% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Notes	(Click Here)	Notes to the financial statements.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
VIP FundsManager 20% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,011.00	$ 1.00
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,010.10	$ 1.74
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,011.00	$ 1.00
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 50% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,045.20	$ 1.01
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,044.40	$ 1.77
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,046.20	$ 1.01
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 60% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,059.50	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
	Annualized Expense Ratio^B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
VIP FundsManager 60% Portfolio
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,058.60	$ 1.79
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,059.50	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 70% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,072.70	$ 1.03
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,070.90	$ 1.80
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,071.70	$ 1.03
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 85% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,096.70	$ 1.04
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,094.80	$ 1.82
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,095.50	$ 1.04
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/ 365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Funds invest are not included in each class' annualized expense ratio.

Semiannual Report

VIP FundsManager 20% Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity Air Transportation Portfolio	0.1	0.0*
Fidelity Automotive Portfolio	0.1	0.1
Fidelity Banking Portfolio	0.8	0.7
Fidelity Biotechnology Portfolio	0.5	0.3
Fidelity Blue Chip Growth Fund	0.0*	0.0*
Fidelity Brokerage & Investment Management Portfolio	0.7	0.5
Fidelity Capital Appreciation Fund	0.6	0.5
Fidelity Chemicals Portfolio	0.1	0.0*
Fidelity Commodity Strategy Fund	0.0	0.0*
Fidelity Communications Equipment Portfolio	0.3	0.2
Fidelity Computers Portfolio	0.4	0.4
Fidelity Construction & Housing Portfolio	0.5	0.4
Fidelity Consumer Discretionary Portfolio	0.8	0.8
Fidelity Consumer Finance Portfolio	0.3	0.3
Fidelity Consumer Staples Portfolio	1.4	1.5
Fidelity Contrafund	0.0*	0.0*
Fidelity Defense & Aerospace Portfolio	0.0*	0.0*
Fidelity Disciplined Equity Fund	0.0*	0.0*
Fidelity Dividend Growth Fund	0.0*	0.0*
Fidelity Electronics Portfolio	0.3	0.3
Fidelity Energy Portfolio	0.7	0.9
Fidelity Energy Service Portfolio	0.8	0.6
Fidelity Environmental & Alternative Energy Portfolio	0.0*	0.0*
Fidelity Equity Dividend Income Fund	0.0*	0.0*
Fidelity Equity-Income Fund	0.7	0.6
Fidelity Financial Services Portfolio	0.6	0.4
Fidelity Fund	0.0*	0.0*
Fidelity Global Commodity Stock Fund	0.0*	0.0*
Fidelity Gold Portfolio	0.1	0.4
Fidelity Growth & Income Portfolio	0.0*	0.0
Fidelity Growth Company Fund	0.0*	0.0*
Fidelity Health Care Portfolio	1.3	1.2
Fidelity Independence Fund	0.1	0.2
Fidelity Industrial Equipment Portfolio	0.5	0.4
Fidelity Industrials Portfolio	1.1	0.9
Fidelity Insurance Portfolio	0.6	0.5
Fidelity IT Services Portfolio	0.3	0.3

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Large Cap Stock Fund	0.2	0.1
Fidelity Large Cap Value Fund	0.0*	0.0*
Fidelity Leisure Portfolio	0.1	0.1
Fidelity Leveraged Company Stock Fund	0.0*	0.0*
Fidelity Magellan Fund	0.0*	0.0*
Fidelity Materials Portfolio	0.0*	0.0*
Fidelity Medical Delivery Portfolio	0.0*	0.0*
Fidelity Medical Equipment & Systems Portfolio	0.0*	0.0*
Fidelity Mega Cap Stock Fund	0.3	0.3
Fidelity Mid-Cap Stock Fund	0.0*	0.0*
Fidelity Multimedia Portfolio	0.5	0.4
Fidelity Natural Gas Portfolio	0.0*	0.0*
Fidelity Natural Resources Portfolio	0.0*	0.0*
Fidelity New Millennium Fund	0.1	0.0
Fidelity OTC Portfolio	0.4	0.0
Fidelity Pharmaceuticals Portfolio	0.3	0.4
Fidelity Real Estate Investment Portfolio	0.1	0.3
Fidelity Retailing Portfolio	0.1	0.3
Fidelity Series Commodity Strategy Fund	0.0*	0.0
Fidelity Small Cap Discovery Fund	0.1	0.0
Fidelity Small Cap Growth Fund	0.0*	0.0*
Fidelity Small Cap Stock Fund	0.0*	0.0*
Fidelity Small Cap Value Fund	0.0*	0.0*
Fidelity Software & Computer Services Portfolio	1.7	1.2
Fidelity Technology Portfolio	0.3	0.2
Fidelity Telecom and Utilities Fund	0.1	0.5
Fidelity Telecommunications Portfolio	0.2	0.2
Fidelity Transportation Portfolio	0.1	0.1
Fidelity Utilities Portfolio	0.0*	0.0*
Fidelity Value Fund	0.0*	0.0
Spartan Extended Market Index Fund Investor Class	0.0*	0.0*
Spartan Total Market Index Fund Investor Class	0.0*	0.0*
VIP Energy Portfolio Investor Class	0.3	0.4
VIP Mid Cap Portfolio Investor Class	0.0*	0.0*
	18.6	16.9
International Equity Funds
Fidelity Canada Fund	0.0*	0.0*
Fidelity China Region Fund	0.1	0.1
Fund Holdings as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
International Equity Funds - continued
Fidelity Diversified International Fund	0.6	0.6
Fidelity Emerging Asia Fund	0.4	0.7
Fidelity Emerging Markets Fund	0.1	0.3
Fidelity Europe Fund	0.1	0.0
Fidelity International Capital Appreciation Fund	0.2	0.2
Fidelity International Discovery Fund	0.5	0.5
Fidelity International Real Estate Fund	0.0*	0.1
Fidelity International Small Cap Fund	0.1	0.0*
Fidelity International Small Cap Opportunities Fund	0.3	0.3
Fidelity International Value Fund	0.1	0.1
Fidelity Japan Fund	0.0*	0.0*
Fidelity Japan Smaller Companies Fund	0.1	0.0*
Fidelity Nordic Fund	0.2	0.2
Fidelity Overseas Fund	0.0*	0.0*
Fidelity Pacific Basin Fund	0.2	0.2
Spartan International Index Fund Investor Class	1.0	1.0
	4.0	4.3
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	2.3	2.7
Fidelity Focused High Income Fund	0.2	0.3
Fidelity High Income Fund	0.7	1.7
Fidelity New Markets Income Fund	0.3	1.1
Fidelity Real Estate Income Fund	0.1	0.3
Spartan U.S. Bond Index Fund Investor Class	46.3	49.5
	49.9	55.6
Money Market Funds
Fidelity Institutional Money Market Portfolio Class I	1.9	2.0
Fidelity Institutional Prime Money Market Portfolio Class I	20.9	16.1
Fidelity Select Money Market Portfolio	4.7	5.1
	27.5	23.2
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of June 30, 2013
	Domestic Equity Funds	18.6%
	International Equity Funds	4.0%
	Fixed Income Funds	49.9%
	Money Market Funds	27.5%

ang5519484

As of December 31, 2012
	Domestic Equity Funds	16.9%
	International Equity Funds	4.3%
	Fixed Income Funds	55.6%
	Money Market Funds	23.2%

ang5519490

Semiannual Report

VIP FundsManager 20% Portfolio

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 22.6%
	Shares		Value
Domestic Equity Funds - 18.6%
Fidelity Air Transportation Portfolio	8,696		$ 413,850
Fidelity Automotive Portfolio	7,933		381,161
Fidelity Banking Portfolio	234,209		5,346,989
Fidelity Biotechnology Portfolio	22,606		3,204,443
Fidelity Blue Chip Growth Fund	2,575		143,379
Fidelity Brokerage & Investment Management Portfolio	85,333		5,161,809
Fidelity Capital Appreciation Fund	116,417		3,856,891
Fidelity Chemicals Portfolio	6,327		787,923
Fidelity Communications Equipment Portfolio	77,066		1,943,610
Fidelity Computers Portfolio	40,731		2,585,619
Fidelity Construction & Housing Portfolio	60,392		3,283,506
Fidelity Consumer Discretionary Portfolio	188,030		5,699,184
Fidelity Consumer Finance Portfolio	139,193		2,195,079
Fidelity Consumer Staples Portfolio	112,697		9,773,095
Fidelity Contrafund	290		24,871
Fidelity Defense & Aerospace Portfolio	1,229		124,936
Fidelity Disciplined Equity Fund	496		13,798
Fidelity Dividend Growth Fund	2,172		72,296
Fidelity Electronics Portfolio	42,812		2,300,740
Fidelity Energy Portfolio	87,296		4,858,882
Fidelity Energy Service Portfolio (a)	70,000		5,275,208
Fidelity Environmental & Alternative Energy Portfolio	11,014		210,152
Fidelity Equity Dividend Income Fund	713		15,815
Fidelity Equity-Income Fund	85,037		4,552,868
Fidelity Financial Services Portfolio	60,879		4,283,470
Fidelity Fund	655		26,029
Fidelity Global Commodity Stock Fund	3,747		46,160
Fidelity Gold Portfolio (a)	29,065		558,337
Fidelity Growth & Income Portfolio	10,868		265,933
Fidelity Growth Company Fund	1,171		123,021
Fidelity Health Care Portfolio	58,157		9,216,715
Fidelity Independence Fund	23,688		692,164
Fidelity Industrial Equipment Portfolio	85,824		3,444,113
Fidelity Industrials Portfolio	260,536		7,425,275
Fidelity Insurance Portfolio	69,199		4,275,802
Fidelity IT Services Portfolio	79,260		2,369,873
Fidelity Large Cap Stock Fund	49,338		1,144,646
Fidelity Large Cap Value Fund	10,194		138,737
Fidelity Leisure Portfolio	4,332		497,876
Fidelity Leveraged Company Stock Fund	196		7,311
Fidelity Magellan Fund	384		31,455
Fidelity Materials Portfolio	816		59,871
Fidelity Medical Delivery Portfolio	1,464		95,642
Fidelity Medical Equipment & Systems Portfolio	2,246		72,779
Fidelity Mega Cap Stock Fund	160,373		2,181,071
Fidelity Mid-Cap Stock Fund	2,155		72,974
Fidelity Multimedia Portfolio	45,174		3,128,321
Fidelity Natural Gas Portfolio	147		4,846
Fidelity Natural Resources Portfolio	873		29,428

	Shares		Value
Fidelity New Millennium Fund	11,193		$ 389,637
Fidelity OTC Portfolio	41,663		2,938,055
Fidelity Pharmaceuticals Portfolio	136,971		2,373,710
Fidelity Real Estate Investment Portfolio	13,931		470,996
Fidelity Retailing Portfolio	8,533		624,018
Fidelity Series Commodity Strategy Fund (a)	1,089		8,563
Fidelity Small Cap Discovery Fund	30,840		836,386
Fidelity Small Cap Growth Fund	8,687		162,529
Fidelity Small Cap Stock Fund	3,400		63,657
Fidelity Small Cap Value Fund	14,306		269,095
Fidelity Software & Computer Services Portfolio	119,150		11,521,792
Fidelity Technology Portfolio	20,324		2,200,515
Fidelity Telecom and Utilities Fund	15,003		302,316
Fidelity Telecommunications Portfolio	18,947		1,061,973
Fidelity Transportation Portfolio	12,639		778,786
Fidelity Utilities Portfolio	3,356		210,330
Fidelity Value Fund	86		7,659
Spartan Extended Market Index Fund Investor Class	286		13,121
Spartan Total Market Index Fund Investor Class	3,458		162,301
VIP Energy Portfolio Investor Class	106,089		2,271,362
VIP Mid Cap Portfolio Investor Class	88		2,959
TOTAL DOMESTIC EQUITY FUNDS			129,087,713
International Equity Funds - 4.0%
Fidelity Canada Fund	2,489		129,602
Fidelity China Region Fund	13,343		414,308
Fidelity Diversified International Fund	127,289		3,998,158
Fidelity Emerging Asia Fund	104,675		2,930,903
Fidelity Emerging Markets Fund	45,536		1,010,910
Fidelity Europe Fund	16,947		554,663
Fidelity International Capital Appreciation Fund	95,167		1,364,700
Fidelity International Discovery Fund	108,633		3,768,472
Fidelity International Real Estate Fund	7,785		77,228
Fidelity International Small Cap Fund	14,607		330,566
Fidelity International Small Cap Opportunities Fund	171,137		2,070,758
Fidelity International Value Fund	127,461		1,003,117
Fidelity Japan Fund	3,321		37,728
Fidelity Japan Smaller Companies Fund	56,935		697,458
Fidelity Nordic Fund	34,851		1,224,315
Fidelity Overseas Fund	447		15,298
Fidelity Pacific Basin Fund	41,342		1,144,353
Spartan International Index Fund Investor Class	199,242		7,063,130
TOTAL INTERNATIONAL EQUITY FUNDS			27,835,667
TOTAL EQUITY FUNDS (Cost $127,952,847)		156,923,380
Fixed-Income Funds - 49.9%
	Shares		Value
Fidelity Floating Rate High Income Fund	1,645,538		$ 16,274,373
Fidelity Focused High Income Fund	118,732		1,070,959
Fidelity High Income Fund	551,645		5,053,065
Fidelity New Markets Income Fund	111,462		1,775,591
Fidelity Real Estate Income Fund	91,250		1,062,153
Spartan U.S. Bond Index Fund Investor Class	28,076,007		321,751,035
TOTAL FIXED-INCOME FUNDS (Cost $341,179,442)		346,987,176
Money Market Funds - 27.5%
	Shares		Value
Fidelity Institutional Money Market Portfolio Class I	13,199,705		$ 13,199,705
Fidelity Institutional Prime Money Market Portfolio Class I	145,012,315		145,012,315
Fidelity Select Money Market Portfolio	32,969,055		32,969,055
TOTAL MONEY MARKET FUNDS (Cost $191,181,075)		191,181,075

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $660,313,364)

695,091,631

NET OTHER ASSETS (LIABILITIES) - 0.0%			(116,768)
NET ASSETS - 100%		$ 694,974,863

Legend

(a) Non-income producing

Other Information

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

Semiannual Report

VIP FundsManager 20% Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)

Assets
Investment in securities, at value (cost $660,313,364) - See accompanying schedule		$ 695,091,631
Receivable for fund shares sold		169,417
Total assets		695,261,048

Liabilities
Payable for investments purchased	$ 168,791
Payable for fund shares redeemed	626
Accrued management fee	116,600
Distribution and service plan fees payable	168
Total liabilities		286,185

Net Assets		$ 694,974,863
Net Assets consist of:
Paid in capital		$ 653,871,406
Undistributed net investment income		3,642,987
Accumulated undistributed net realized gain (loss) on investments		2,682,203
Net unrealized appreciation (depreciation) on investments		34,778,267
Net Assets		$ 694,974,863

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)

Service Class: Net Asset Value, offering price and redemption price per share ($71,390 ÷ 6,374 shares)		$ 11.20

Service Class 2: Net Asset Value, offering price and redemption price per share ($1,293,313 ÷ 115,738 shares)		$ 11.17

Investor Class: Net Asset Value, offering price and redemption price per share ($693,610,160 ÷ 61,963,926 shares)		$ 11.19

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

Semiannual Report

VIP FundsManager 20% Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 4,331,574

Expenses
Management fee	$ 858,257
Distribution and service plan fees	1,743
Independent trustees' compensation	1,266
Total expenses before reductions	861,266
Expense reductions	(172,679)	688,587
Net investment income (loss)		3,642,987
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	1,849,585
Capital gain distributions from underlying funds	1,321,535
Total net realized gain (loss)		3,171,120
Change in net unrealized appreciation (depreciation) on underlying funds		145,524
Net gain (loss)		3,316,644
Net increase (decrease) in net assets resulting from operations		$ 6,959,631

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,642,987	$ 8,962,223
Net realized gain (loss)	3,171,120	8,190,372
Change in net unrealized appreciation (depreciation)	145,524	14,648,998
Net increase (decrease) in net assets resulting from operations	6,959,631	31,801,593
Distributions to shareholders from net investment income	-	(8,950,931)
Distributions to shareholders from net realized gain	(1,321,026)	(1,790,569)
Total distributions	(1,321,026)	(10,741,500)
Share transactions - net increase (decrease)	37,028,765	96,242,937
Total increase (decrease) in net assets	42,667,370	117,303,030

Net Assets
Beginning of period	652,307,493	535,004,463
End of period (including undistributed net investment income of $3,642,987 and undistributed net investment income of $0, respectively)	$ 694,974,863	$ 652,307,493

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.10	$ 10.68	$ 10.63	$ 10.07	$ 9.27	$ 10.48
Income from Investment Operations
Net investment income (loss) ^E	.06	.17	.20	.19	.21	.34
Net realized and unrealized gain (loss)	.06	.44	.05	.55	.76	(1.21)
Total from investment operations	.12	.61	.25	.74	.97	(.87)
Distributions from net investment income	-	(.16)	(.18)	(.17)	(.16)	(.30)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.01)	(.04)
Total distributions	(.02)	(.19)	(.20)	(.18)	(.17) ^I	(.34) ^H
Net asset value, end of period	$ 11.20	$ 11.10	$ 10.68	$ 10.63	$ 10.07	$ 9.27
Total Return ^{B, C, D}	1.10%	5.68%	2.30%	7.36%	10.43%	(8.33)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.35% ^A	.35%	.35%	.35%	.35%	.35%
Expenses net of fee waivers, if any	.20% ^A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20% ^A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.06% ^A	1.51%	1.84%	1.84%	2.19%	3.33%
Supplemental Data
Net assets, end of period (000 omitted)	$ 71	$ 71	$ 64	$ 67	$ 61	$ 88
Portfolio turnover rate	18% ^A	17%	12%	14%	31%	64%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^H Total distributions of $.34 per share is comprised of distributions from net investment income of $.302 and distributions from net realized gain of $.035 per share.

^I Total distributions of $.17 per share is comprised of distributions from net investment income of $.161 and distributions from net realized gain of $.006 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.08	$ 10.67	$ 10.62	$ 10.06	$ 9.28	$ 10.48
Income from Investment Operations
Net investment income (loss) ^E	.05	.15	.18	.18	.20	.32
Net realized and unrealized gain (loss)	.06	.43	.05	.55	.74	(1.20)
Total from investment operations	.11	.58	.23	.73	.94	(.88)
Distributions from net investment income	-	(.14)	(.16)	(.16)	(.16)	(.29)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.01)	(.04)
Total distributions	(.02)	(.17)	(.18)	(.17)	(.16) ^I	(.32) ^H
Net asset value, end of period	$ 11.17	$ 11.08	$ 10.67	$ 10.62	$ 10.06	$ 9.28
Total Return ^{B, C, D}	1.01%	5.43%	2.20%	7.24%	10.14%	(8.40)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.50% ^A	.50%	.50%	.50%	.50%	.50%
Expenses net of fee waivers, if any	.35% ^A	.35%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.35% ^A	.35%	.35%	.35%	.35%	.35%
Net investment income (loss)	.91% ^A	1.36%	1.69%	1.69%	2.04%	3.18%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,293	$ 1,274	$ 1,373	$ 569	$ 425	$ 88
Portfolio turnover rate	18% ^A	17%	12%	14%	31%	64%

^A Annualized

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

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

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

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

^F Amounts do not include the activity of the Underlying Funds.

^H Total distributions of $.32 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.035 per share.

^I Total distributions of $.16 per share is comprised of distributions from net investment income of $.155 and distributions from net realized gain of $.006 per share.

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

Semiannual Report

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 11.09	$ 10.68	$ 10.63	$ 10.06	$ 9.27	$ 10.48
Income from Investment Operations
Net investment income (loss) ^E	.06	.17	.20	.19	.21	.33
Net realized and unrealized gain (loss)	.06	.43	.05	.56	.75	(1.20)
Total from investment operations	.12	.60	.25	.75	.96	(.87)
Distributions from net investment income	-	(.16)	(.18)	(.17)	(.16)	(.30)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.01)	(.04)
Total distributions	(.02)	(.19)	(.20)	(.18)	(.17) ^I	(.34) ^H
Net asset value, end of period	$ 11.19	$ 11.09	$ 10.68	$ 10.63	$ 10.06	$ 9.27
Total Return ^{B, C, D}	1.10%	5.58%	2.31%	7.47%	10.32%	(8.33)%
Ratios to Average Net Assets ^{F, G}
Expenses before reductions	.25% ^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.20% ^A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20% ^A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.06% ^A	1.51%	1.84%	1.84%	2.19%	3.33%
Supplemental Data
Net assets, end of period (000 omitted)	$ 693,610	$ 650,963	$ 533,568	$ 391,226	$ 270,852	$ 153,110
Portfolio turnover rate	18% ^A	17%	12%	14%	31%	64%