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)

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2011

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 Strategic Income 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, 2011

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

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

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

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, 2011 to June 30, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
Initial Class	.63%
Actual		$ 1,000.00	$ 1,042.30	$ 3.19
Hypothetical^A		$ 1,000.00	$ 1,021.67	$ 3.16
Service Class	.74%
Actual		$ 1,000.00	$ 1,041.90	$ 3.75
Hypothetical^A		$ 1,000.00	$ 1,021.12	$ 3.71
Service Class 2	.89%
Actual		$ 1,000.00	$ 1,040.90	$ 4.50
Hypothetical^A		$ 1,000.00	$ 1,020.38	$ 4.46
Investor Class	.71%
Actual		$ 1,000.00	$ 1,041.10	$ 3.59
Hypothetical^A		$ 1,000.00	$ 1,021.27	$ 3.56

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 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 Commodity Strategy and Money Market Central Funds.

Top Five Stocks as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	1.4	2.1
Chevron Corp.	0.9	0.0
United Continental Holdings, Inc.	0.8	0.8
Schlumberger Ltd.	0.8	0.6
Green Mountain Coffee Roasters, Inc.	0.8	0.0
	4.7
Top Five Bond Issuers as of June 30, 2011
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
U.S. Treasury Obligations	9.8	10.2
Fannie Mae	8.6	12.4
Ginnie Mae	2.7	1.2
Freddie Mac	1.8	1.0
Citigroup, Inc.	0.3	0.4
	23.2
Top Five Market Sectors as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	10.4	12.1
Consumer Discretionary	9.9	12.4
Energy	9.1	6.1
Information Technology	8.8	11.3
Industrials	7.3	8.6

Asset Allocation (% of fund's net assets)
As of June 30, 2011 *			As of December 31, 2010 **
	Stock Class *** 50.3%			Stock Class **** 54.2%
	Bond Class 42.2%			Bond Class 40.7%
	Short-Term Class 7.5%			Short-Term Class 5.1%
* Foreign investments		23.0%	** Foreign investments		23.6%

fid390

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

**** Includes investment in Fidelity Commodity Strategy Central Fund of 1.6%.

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.

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 Fidelity Central Funds, other than the Commodity Strategy and Money Market Central Funds, is available at advisor.fidelity.com.

Semiannual Report

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 35.2%
	Shares		Value
CONSUMER DISCRETIONARY - 6.2%
Auto Components - 0.2%
BorgWarner, Inc. (a)	31,800		$ 2,569,122
Automobiles - 0.4%
Bayerische Motoren Werke AG (BMW)	51,818		5,171,185
Diversified Consumer Services - 0.4%
Anhanguera Educacional Participacoes SA	55,400		1,178,905
Weight Watchers International, Inc.	66,700		5,033,849
			6,212,754
Hotels, Restaurants & Leisure - 0.8%
Arcos Dorados Holdings, Inc.	61,400		1,294,926
Chipotle Mexican Grill, Inc. (a)	11,000		3,390,090
Panera Bread Co. Class A (a)	53,300		6,697,678
			11,382,694
Household Durables - 0.2%
Gafisa SA sponsored ADR	249,300		2,358,378
Internet & Catalog Retail - 0.4%
Amazon.com, Inc. (a)	7,000		1,431,430
Priceline.com, Inc. (a)	9,500		4,863,335
			6,294,765
Media - 0.2%
Bankrate, Inc.	43,600		722,888
Focus Media Holding Ltd. ADR (a)	66,400		2,065,040
			2,787,928
Multiline Retail - 0.5%
Lojas Renner SA	14,100		537,410
Macy's, Inc.	203,000		5,935,720
Marisa Lojas SA	14,500		221,062
			6,694,192
Specialty Retail - 0.8%
China ZhengTong Auto Services Holdings Ltd.	566,000		648,062
Tiffany & Co., Inc.	51,400		4,035,928
Vitamin Shoppe, Inc. (a)	10,800		494,208
Williams-Sonoma, Inc.	171,300		6,250,737
			11,428,935
Textiles, Apparel & Luxury Goods - 2.3%
Arezzo Industria e Comercio SA	64,700		905,576
Burberry Group PLC	93,200		2,168,862
Coach, Inc.	93,700		5,990,241
Deckers Outdoor Corp. (a)	90,800		8,003,112
Fossil, Inc. (a)	59,900		7,051,428
Phillips-Van Heusen Corp.	79,100		5,178,677
The Swatch Group AG (Bearer)	4,360		2,197,892
Vera Bradley, Inc.	35,500		1,356,100
			32,851,888
TOTAL CONSUMER DISCRETIONARY			87,751,841

	Shares		Value
CONSUMER STAPLES - 1.7%
Beverages - 0.3%
Hansen Natural Corp. (a)	51,700		$ 4,185,115
Food & Staples Retailing - 0.1%
Droga Raia SA	43,000		716,162
Food Products - 0.8%
Green Mountain Coffee Roasters, Inc. (a)	126,000		11,246,760
Smithfield Foods, Inc. (a)	32,500		710,775
			11,957,535
Personal Products - 0.5%
Estee Lauder Companies, Inc. Class A	42,800		4,502,132
Hengan International Group Co. Ltd.	335,500		3,009,336
			7,511,468
TOTAL CONSUMER STAPLES			24,370,280
ENERGY - 6.3%
Energy Equipment & Services - 2.7%
Baker Hughes, Inc.	116,600		8,460,496
Carbo Ceramics, Inc.	34,200		5,572,890
Halliburton Co.	183,700		9,368,700
Petrofac Ltd.	47,800		1,161,453
Saipem SpA	41,709		2,153,464
Schlumberger Ltd.	133,813		11,561,443
			38,278,446
Oil, Gas & Consumable Fuels - 3.6%
Alpha Natural Resources, Inc. (a)	45,497		2,067,384
Cabot Oil & Gas Corp.	11,600		769,196
Chevron Corp.	125,600		12,916,704
Concho Resources, Inc. (a)	60,100		5,520,185
Continental Resources, Inc. (a)	97,900		6,354,689
Denbury Resources, Inc. (a)	24,200		484,000
Kosmos Energy Ltd.	62,000		1,052,760
Oasis Petroleum, Inc. (a)	105,100		3,119,368
Occidental Petroleum Corp.	44,300		4,608,972
Pioneer Natural Resources Co.	80,500		7,210,385
Western Refining, Inc. (a)(d)	52,300		945,061
Whiting Petroleum Corp. (a)	113,600		6,464,976
			51,513,680
TOTAL ENERGY			89,792,126
FINANCIALS - 0.9%
Capital Markets - 0.4%
Apollo Global Management LLC Class A	315,200		5,421,440
Commercial Banks - 0.2%
Itau Unibanco Banco Multiplo SA sponsored ADR	122,500		2,884,875
Insurance - 0.1%
Qualicorp SA	108,000		1,030,812
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.2%
CB Richard Ellis Group, Inc. Class A (a)	131,500		$ 3,301,965
TOTAL FINANCIALS			12,639,092
HEALTH CARE - 4.2%
Biotechnology - 0.9%
Amgen, Inc. (a)	12,200		711,870
Biogen Idec, Inc. (a)	26,700		2,854,764
United Therapeutics Corp. (a)	69,600		3,834,960
Vertex Pharmaceuticals, Inc. (a)	92,300		4,798,677
			12,200,271
Health Care Equipment & Supplies - 0.3%
Edwards Lifesciences Corp. (a)	24,000		2,092,320
IDEXX Laboratories, Inc. (a)(d)	13,000		1,008,280
St. Jude Medical, Inc.	2,400		114,432
Volcano Corp. (a)	46,500		1,501,485
			4,716,517
Health Care Providers & Services - 1.6%
Accretive Health, Inc. (a)	61,000		1,756,190
Express Scripts, Inc. (a)	36,900		1,991,862
HMS Holdings Corp. (a)	27,800		2,136,986
Humana, Inc.	70,400		5,670,016
McKesson Corp.	46,400		3,881,360
Medco Health Solutions, Inc. (a)	37,100		2,096,892
UnitedHealth Group, Inc.	51,000		2,630,580
WellPoint, Inc.	38,600		3,040,522
			23,204,408
Health Care Technology - 0.2%
Epocrates, Inc. (a)	33,400		615,896
SXC Health Solutions Corp. (a)	37,200		2,197,516
			2,813,412
Pharmaceuticals - 1.2%
Elan Corp. PLC sponsored ADR (a)	136,600		1,553,142
Novo Nordisk A/S Series B sponsored ADR	44,400		5,562,432
Shire PLC sponsored ADR	30,400		2,863,984
Valeant Pharmaceuticals International, Inc. (Canada)	130,150		6,767,962
			16,747,520
TOTAL HEALTH CARE			59,682,128
INDUSTRIALS - 4.6%
Aerospace & Defense - 0.2%
Goodrich Corp.	24,000		2,292,000
Airlines - 1.5%
Copa Holdings SA Class A	23,100		1,541,694
Delta Air Lines, Inc. (a)	799,825		7,334,395

	Shares		Value
United Continental Holdings, Inc. (a)	523,870		$ 11,855,178
US Airways Group, Inc. (a)	118,700		1,057,617
			21,788,884
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc. (g)	135,158		684,846
Construction & Engineering - 0.3%
Fluor Corp.	68,700		4,442,142
Electrical Equipment - 0.1%
Roper Industries, Inc.	24,100		2,007,530
Industrial Conglomerates - 0.1%
Carlisle Companies, Inc.	32,300		1,590,129
Machinery - 1.9%
Caterpillar, Inc.	49,900		5,312,354
Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)	512,720		976,453
Cummins, Inc.	42,500		4,398,325
Dover Corp.	67,400		4,569,720
Kennametal, Inc.	99,300		4,191,453
Parker Hannifin Corp.	55,600		4,989,544
Sandvik AB	66,400		1,164,341
Weg SA	81,700		931,561
			26,533,751
Road & Rail - 0.2%
CSX Corp.	84,000		2,202,480
Trading Companies & Distributors - 0.3%
Air Lease Corp.:
Class A (a)(e)	59,100		1,435,539
Class A	46,500		1,129,485
Mills Estruturas e Servicos de Engenharia SA	91,000		1,311,575
			3,876,599
TOTAL INDUSTRIALS			65,418,361
INFORMATION TECHNOLOGY - 7.5%
Communications Equipment - 1.7%
Alcatel-Lucent SA sponsored ADR (a)	983,500		5,674,795
HTC Corp.	103,000		3,454,972
JDS Uniphase Corp. (a)	67,600		1,126,216
Juniper Networks, Inc. (a)	36,000		1,134,000
Polycom, Inc. (a)	49,700		3,195,710
QUALCOMM, Inc.	96,400		5,474,556
Riverbed Technology, Inc. (a)	98,900		3,915,451
			23,975,700
Computers & Peripherals - 1.8%
Apple, Inc. (a)	60,600		20,341,602
EMC Corp. (a)	130,900		3,606,295
Fusion-io, Inc.	10,100		303,909
NetApp, Inc. (a)	29,200		1,541,176
			25,792,982
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 0.9%
Active Network, Inc.	57,900		$ 1,019,040
Baidu.com, Inc. sponsored ADR (a)	22,500		3,152,925
Cornerstone Ondemand, Inc.	63,700		1,124,305
Demand Media, Inc.	64,500		873,975
Facebook, Inc. Class B (a)(g)	8,621		215,525
Rackspace Hosting, Inc. (a)	24,100		1,030,034
Renren, Inc. ADR	58,200		515,070
Tencent Holdings Ltd.	146,600		3,978,786
YouKu.com, Inc. ADR (a)(d)	20,200		693,870
			12,603,530
IT Services - 0.5%
Cognizant Technology Solutions Corp. Class A (a)	80,400		5,896,536
Fidelity National Information Services, Inc.	10,509		323,572
Jack Henry & Associates, Inc.	44,600		1,338,446
			7,558,554
Semiconductors & Semiconductor Equipment - 0.7%
ARM Holdings PLC sponsored ADR	66,100		1,879,223
Broadcom Corp. Class A	32,700		1,100,028
Freescale Semiconductor Holdings I Ltd.	104,400		1,919,916
NVIDIA Corp. (a)	55,600		885,986
NXP Semiconductors NV	126,800		3,389,364
			9,174,517
Software - 1.9%
Ariba, Inc. (a)	60,500		2,085,435
Citrix Systems, Inc. (a)	53,100		4,248,000
Informatica Corp. (a)	153,900		8,992,377
RealPage, Inc.	52,000		1,376,440
Rovi Corp. (a)	61,100		3,504,696
Taleo Corp. Class A (a)	59,800		2,214,394
VMware, Inc. Class A (a)	44,800		4,490,304
			26,911,646
TOTAL INFORMATION TECHNOLOGY			106,016,929
MATERIALS - 3.8%
Chemicals - 2.8%
Celanese Corp. Class A	78,300		4,174,173
CF Industries Holdings, Inc.	48,200		6,828,494
Dow Chemical Co.	162,900		5,864,400
Ferro Corp. (a)	18,000		241,920
FMC Corp.	34,500		2,967,690

	Shares		Value
LyondellBasell Industries NV Class A	179,000		$ 6,895,080
PPG Industries, Inc.	30,000		2,723,700
Rockwood Holdings, Inc. (a)	54,000		2,985,660
Umicore SA	23,053		1,257,444
Uralkali JSC GDR (Reg. S)	60,200		2,709,000
Westlake Chemical Corp.	50,400		2,615,760
			39,263,321
Metals & Mining - 1.0%
Alcoa, Inc.	192,500		3,053,050
Anglo American PLC (United Kingdom)	1,600		79,282
First Quantum Minerals Ltd.	27,500		4,009,799
Stillwater Mining Co. (a)	149,100		3,281,691
United States Steel Corp. (d)	62,500		2,877,500
Vallares PLC	73,100		1,179,048
			14,480,370
TOTAL MATERIALS			53,743,691
UTILITIES - 0.0%
Multi-Utilities - 0.0%
TECO Energy, Inc.	39,600		748,044
TOTAL COMMON STOCKS (Cost $382,538,190)		500,162,492
Investment Companies - 2.7%

iShares Barclays TIPS Bond ETF (Cost $38,291,511)	345,600		38,237,181
Fixed-Income Funds - 42.1%

Fidelity Emerging Markets Debt Central Fund (f)	711,260		7,240,630
Fidelity Floating Rate Central Fund (f)	439,284		44,525,786
Fidelity High Income Central Fund 1 (f)	487,824		48,099,438
Fidelity VIP Investment Grade Central Fund (f)	4,670,528		497,504,640
TOTAL FIXED-INCOME FUNDS (Cost $573,609,092)		597,370,494
Money Market Funds - 5.6%

Fidelity Cash Central Fund, 0.11% (b)	43,883,216		43,883,216
Fidelity Money Market Central Fund, 0.31% (b)	30,351,185		30,351,185
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	5,101,550		5,101,550
TOTAL MONEY MARKET FUNDS (Cost $79,335,951)		79,335,951
Equity Funds - 15.1%

Commodity Funds - 1.0%
Fidelity Commodity Strategy Central Fund (f)	1,172,742		14,424,727
Equity Funds - continued
	Shares		Value
International Equity Funds - 14.1%
Fidelity Emerging Markets Equity Central Fund (f)	127,336		$ 27,999,913
Fidelity International Equity Central Fund (f)	2,328,277		171,477,587
TOTAL INTERNATIONAL EQUITY FUNDS			199,477,500
TOTAL EQUITY FUNDS (Cost $208,519,287)		213,902,227

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $1,282,294,031)

1,429,008,345

NET OTHER ASSETS (LIABILITIES) - (0.7)%

(10,618,091)

NET ASSETS - 100%

$ 1,418,390,254

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
132 CME E-mini S&P 500 Index Contracts	Sept. 2011	$ 8,682,300	$ 1,532
328 NYSE E-mini MSCI EAFE Index Contracts	Sept. 2011	14,671,440	(66,223)
TOTAL EQUITY INDEX CONTRACTS		$ 23,353,740	$ (64,691)

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

Security Type Abbreviations

ETFs - Exchange-Traded Funds

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. 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 exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,435,539 or 0.1% of net assets.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $900,371 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Facebook, Inc. Class B	5/19/11	$ 215,930
Swisher Hygiene, Inc.	4/15/11	$ 1,040,717

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	$ 40,508
Fidelity Emerging Markets Debt Central Fund	113,764
Fidelity Emerging Markets Equity Central Fund	216,471
Fidelity Floating Rate Central Fund	1,043,684
Fidelity High Income Central Fund 1	1,809,451
Fidelity International Equity Central Fund	3,486,363
Fidelity Money Market Central Fund	55,095
Fidelity Securities Lending Cash Central Fund	56,762
Fidelity VIP Investment Grade Central Fund	8,596,573
Total	$ 15,418,671

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	$ 22,829,987	$ 7,886,752	$ 15,513,763	$ 14,424,727	1.4%
Fidelity Emerging Markets Debt Central Fund	-	7,114,105	-	7,240,630	6.9%
Fidelity Emerging Markets Equity Central Fund	44,864,395	-	15,498,967	27,999,913	8.7%
Fidelity Floating Rate Central Fund	45,723,024	1,043,684	2,939,440	44,525,786	1.5%
Fidelity High Income Central Fund 1	52,973,765	1,809,451	7,395,713	48,099,438	8.8%
Fidelity International Equity Central Fund	162,878,293	11,514,278	8,494,395	171,477,587	9.1%
Fidelity VIP Investment Grade Central Fund	494,551,472	24,072,291	27,474,171	497,504,640	13.1%
Total	$ 823,820,936	$ 53,440,561	$ 77,316,449	$ 811,272,721

Other Information

The following is a summary of the inputs used, as of June 30, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 87,751,841	$ 87,751,841	$ -	$ -
Consumer Staples	24,370,280	24,370,280	-	-
Energy	89,792,126	89,792,126	-	-
Financials	12,639,092	12,639,092	-	-
Health Care	59,682,128	59,682,128	-	-
Industrials	65,418,361	64,733,515	684,846	-
Information Technology	106,016,929	105,801,404	-	215,525
Materials	53,743,691	53,743,691	-	-
Utilities	748,044	748,044	-	-
Investment Companies	38,237,181	38,237,181	-	-
Fixed-Income Funds	597,370,494	597,370,494	-	-
Money Market Funds	79,335,951	79,335,951	-	-
Equity Funds	213,902,227	213,902,227	-	-
Total Investments in Securities:	$ 1,429,008,345	$ 1,428,107,974	$ 684,846	$ 215,525
Derivative Instruments:
Assets
Futures Contracts	$ 1,532	$ 1,532	$ -	$ -
Liabilities
Futures Contracts	$ (66,223)	$ (66,223)	$ -	$ -
Total Derivative Instruments:	$ (64,691)	$ (64,691)	$ -	$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ 1,211,550
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(405)
Cost of Purchases	215,930
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	(1,211,550)
Ending Balance	$ 215,525
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2011	$ (405)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of June 30, 2011. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts	$ 1,532	$ (66,223)
Total Equity Risk	$ 1,532	$ (66,223)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

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	23.1%
AAA,AA,A	6.9%
BBB	4.3%
BB	2.4%
B	3.8%
CCC,CC,C	0.6%
D	0.0%
Not Rated	0.6%
Equities*	54.9%
Short-Term Investments and Net Other Assets	3.4%
	100.0%

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

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 of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	77.0%
United Kingdom	3.5%
Japan	1.7%
France	1.7%
Germany	1.7%
Canada	1.5%
Brazil	1.4%
Netherlands	1.2%
Others (Individually Less Than 1%)	10.3%
	100.0%

Income Tax Information

At December 31, 2010, the Fund had a capital loss carryforward of approximately $137,245,675 of which $103,924,134 and $33,321,541 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $5,025,546) - See accompanying schedule: Unaffiliated issuers (cost $420,829,701)	$ 538,399,673
Fidelity Central Funds (cost $861,464,330)	890,608,672
Total Investments (cost $1,282,294,031)		$ 1,429,008,345
Cash		98
Receivable for investments sold		35,070,740
Receivable for fund shares sold		104,574
Dividends receivable		760,840
Distributions receivable from Fidelity Central Funds		2,058,961
Other receivables		81,600
Total assets		1,467,085,158

Liabilities
Payable for investments purchased	$ 42,390,117
Payable for fund shares redeemed	277,894
Accrued management fee	591,138
Distribution and service plan fees payable	8,192
Payable for daily variation on futures contracts	64,691
Other affiliated payables	133,650
Other payables and accrued expenses	127,672
Collateral on securities loaned, at value	5,101,550
Total liabilities		48,694,904

Net Assets		$ 1,418,390,254
Net Assets consist of:
Paid in capital		$ 1,312,319,220
Undistributed net investment income		12,967,551
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(53,544,512)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		146,647,995
Net Assets		$ 1,418,390,254

Statement of Assets and Liabilities - continued

	June 30, 2011 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($1,261,113,561 ÷ 83,253,876 shares)		$ 15.15

Service Class: Net Asset Value, offering price and redemption price per share ($8,590,739 ÷ 570,984 shares)		$ 15.05

Service Class 2: Net Asset Value, offering price and redemption price per share ($36,233,931 ÷ 2,435,513 shares)		$ 14.88

Investor Class: Net Asset Value, offering price and redemption price per share ($112,452,023 ÷ 7,455,243 shares)		$ 15.08

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Dividends		$ 2,063,466
Interest		361
Income from Fidelity Central Funds		15,418,671
Total income		17,482,498

Expenses
Management fee	$ 3,619,577
Transfer agent fees	568,163
Distribution and service plan fees	51,690
Accounting and security lending fees	288,029
Custodian fees and expenses	18,490
Independent trustees' compensation	2,717
Appreciation in deferred trustee compensation account	131
Audit	28,938
Legal	3,733
Miscellaneous	8,120
Total expenses before reductions	4,589,588
Expense reductions	(61,587)	4,528,001
Net investment income (loss)		12,954,497
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	57,387,473
Fidelity Central Funds	3,534,055
Foreign currency transactions	(65,887)
Futures contracts	516,775
Capital gain distributions from Fidelity Central Funds	1,461,377
Total net realized gain (loss)		62,833,793
Change in net unrealized appreciation (depreciation) on: Investment securities	(16,741,014)
Assets and liabilities in foreign currencies	(2,632)
Futures contracts	(217,523)
Total change in net unrealized appreciation (depreciation)		(16,961,169)
Net gain (loss)		45,872,624
Net increase (decrease) in net assets resulting from operations		$ 58,827,121

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,954,497	$ 23,180,903
Net realized gain (loss)	62,833,793	111,599,649
Change in net unrealized appreciation (depreciation)	(16,961,169)	46,878,640
Net increase (decrease) in net assets resulting from operations	58,827,121	181,659,192
Distributions to shareholders from net investment income	-	(22,808,550)
Distributions to shareholders from net realized gain	(484,669)	(6,928,726)
Total distributions	(484,669)	(29,737,276)
Share transactions - net increase (decrease)	(65,189,675)	(91,985,209)
Total increase (decrease) in net assets	(6,847,223)	59,936,707

Net Assets
Beginning of period	1,425,237,477	1,365,300,770
End of period (including undistributed net investment income of $12,967,551 and undistributed net investment income of $13,054, respectively)	$ 1,418,390,254	$ 1,425,237,477

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.54	$ 13.00	$ 10.31	$ 16.58	$ 15.71	$ 15.04
Income from Investment Operations
Net investment income (loss)^E	.14	.23	.26	.36	.44	.44
Net realized and unrealized gain (loss)	.48	1.62	2.73	(4.75)	1.88	.64
Total from investment operations	.62	1.85	2.99	(4.39)	2.32	1.08
Distributions from net investment income	-	(.24)	(.28)	(.37)	(1.00)	(.41)
Distributions from net realized gain	(.01)	(.07)	(.02)	(1.51)	(.45)	-
Total distributions	(.01)	(.31)	(.30)	(1.88)	(1.45)	(.41)
Net asset value, end of period	$ 15.15	$ 14.54	$ 13.00	$ 10.31	$ 16.58	$ 15.71
Total Return^B,C,D	4.23%	14.26%	29.11%	(28.76)%	15.57%	7.32%
Ratios to Average Net Assets^F,H
Expenses before reductions	.63%^A	.63%	.67%	.63%	.63%	.65%
Expenses net of fee waivers, if any	.63%^A	.63%	.67%	.63%	.63%	.65%
Expenses net of all reductions	.62%^A	.62%	.66%	.63%	.62%	.63%
Net investment income (loss)	1.83%^A	1.72%	2.31%	2.62%	2.75%	2.90%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,261,114	$ 1,279,306	$ 1,249,955	$ 1,093,133	$ 1,791,647	$ 2,080,545
Portfolio turnover rate^G	57%^A	54%	95%	90%	99%	173%

^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, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.45	$ 12.92	$ 10.25	$ 16.48	$ 15.61	$ 14.94
Income from Investment Operations
Net investment income (loss)^E	.13	.22	.25	.34	.42	.42
Net realized and unrealized gain (loss)	.48	1.60	2.71	(4.71)	1.86	.64
Total from investment operations	.61	1.82	2.96	(4.37)	2.28	1.06
Distributions from net investment income	-	(.22)	(.27)	(.35)	(.96)	(.39)
Distributions from net realized gain	(.01)	(.07)	(.02)	(1.51)	(.45)	-
Total distributions	(.01)	(.29)	(.29)	(1.86)	(1.41)	(.39)
Net asset value, end of period	$ 15.05	$ 14.45	$ 12.92	$ 10.25	$ 16.48	$ 15.61
Total Return^B,C,D	4.19%	14.14%	28.94%	(28.82)%	15.36%	7.24%
Ratios to Average Net Assets^F,H
Expenses before reductions	.74%^A	.75%	.79%	.75%	.74%	.76%
Expenses net of fee waivers, if any	.74%^A	.74%	.79%	.75%	.74%	.76%
Expenses net of all reductions	.74%^A	.73%	.78%	.75%	.74%	.74%
Net investment income (loss)	1.71%^A	1.60%	2.18%	2.50%	2.63%	2.79%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,591	$ 8,613	$ 8,230	$ 7,413	$ 13,530	$ 24,021
Portfolio turnover rate^G	57%^A	54%	95%	90%	99%	173%

^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

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.30	$ 12.79	$ 10.15	$ 16.34	$ 15.47	$ 14.82
Income from Investment Operations
Net investment income (loss)^E	.11	.19	.23	.32	.39	.39
Net realized and unrealized gain (loss)	.48	1.59	2.68	(4.67)	1.85	.63
Total from investment operations	.59	1.78	2.91	(4.35)	2.24	1.02
Distributions from net investment income	-	(.20)	(.25)	(.33)	(.92)	(.37)
Distributions from net realized gain	(.01)	(.07)	(.02)	(1.51)	(.45)	-
Total distributions	(.01)	(.27)	(.27)	(1.84)	(1.37)	(.37)
Net asset value, end of period	$ 14.88	$ 14.30	$ 12.79	$ 10.15	$ 16.34	$ 15.47
Total Return^B,C,D	4.09%	13.96%	28.76%	(28.95)%	15.24%	7.06%
Ratios to Average Net Assets^F,H
Expenses before reductions	.89%^A	.90%	.93%	.90%	.89%	.92%
Expenses net of fee waivers, if any	.89%^A	.89%	.93%	.90%	.89%	.92%
Expenses net of all reductions	.88%^A	.88%	.92%	.89%	.89%	.90%
Net investment income (loss)	1.56%^A	1.46%	2.04%	2.36%	2.48%	2.64%
Supplemental Data
Net assets, end of period (000 omitted)	$ 36,234	$ 39,148	$ 39,475	$ 37,360	$ 59,670	$ 55,585
Portfolio turnover rate^G	57%^A	54%	95%	90%	99%	173%

^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.

Financial Highlights - Investor Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.49	$ 12.96	$ 10.28	$ 16.53	$ 15.67	$ 15.03
Income from Investment Operations
Net investment income (loss)^E	.13	.22	.25	.34	.42	.42
Net realized and unrealized gain (loss)	.47	1.61	2.73	(4.72)	1.87	.63
Total from investment operations	.60	1.83	2.98	(4.38)	2.29	1.05
Distributions from net investment income	-	(.23)	(.28)	(.36)	(.98)	(.41)
Distributions from net realized gain	(.01)	(.07)	(.02)	(1.51)	(.45)	-
Total distributions	(.01)	(.30)	(.30)	(1.87)	(1.43)	(.41)
Net asset value, end of period	$ 15.08	$ 14.49	$ 12.96	$ 10.28	$ 16.53	$ 15.67
Total Return^B,C,D	4.11%	14.16%	29.01%	(28.79)%	15.38%	7.16%
Ratios to Average Net Assets^F,H
Expenses before reductions	.71%^A	.72%	.77%	.73%	.75%	.78%
Expenses net of fee waivers, if any	.71%^A	.71%	.77%	.73%	.75%	.78%
Expenses net of all reductions	.70%^A	.70%	.76%	.72%	.74%	.76%
Net investment income (loss)	1.74%^A	1.63%	2.21%	2.53%	2.63%	2.77%
Supplemental Data
Net assets, end of period (000 omitted)	$ 112,452	$ 98,171	$ 67,641	$ 51,264	$ 46,555	$ 27,092
Portfolio turnover rate^G	57%^A	54%	95%	90%	99%	173%

^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, 2011 (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. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity Commodity Strategy Central Fund	FMR Co., Inc. (FMRC)	Seeks to provide investment returns that correspond to the performance of the commodities market.	Investment in wholly-owned subsidiary organized under the laws of the Cayman Islands Futures Repurchase Agreements Swap Agreements
Fidelity Emerging Markets Debt Central Fund	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 Repurchase Agreements Restricted Securities
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Delayed Delivery Securities Foreign Securities Futures Repurchase Agreements Restricted Securities
Fidelity International Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in non-U.S. based common stocks, including securities of issuers located in emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
VIP Investment Grade Central Fund	Fidelity Investments Money Management, Inc. (FIMM)	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery Securities Repurchase Agreements Restricted Securities Swap Agreements
Fidelity Money Market Central Funds	FIMM	Seek to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, are available on the SEC web site 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:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

ETFs are valued at their last sale price or official closing price as reported by an independent pricing service 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 but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board of Trustees believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Distributions are 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 the short-term gain distributions from the Fidelity Central Funds, in-kind transactions, futures transactions, 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.

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

Gross unrealized appreciation	$ 194,792,779
Gross unrealized depreciation	(34,301,865)
Net unrealized appreciation (depreciation) on securities and other investments	$ 160,490,914

Tax cost	$ 1,268,517,431

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be December, 31, 2011.

New Accounting Pronouncement. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

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

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets 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.

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 markets.

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 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). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

The underlying face amount at value of open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $516,775 and a change in unrealized appreciation (depreciation) of $(217,523) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $388,174,082 and $440,694,458, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .25% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .51% of the Fund's average net assets.

Semiannual Report

7. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

The Fund invests in the Fidelity Commodity Strategy Central Fund, which in turn invests in a wholly-owned subsidiary that invests in commodity-linked derivative instruments. FMR has contractually agreed to waive the Fund's management fee in an amount equal to its proportionate share of the management fee paid to FMR by the subsidiary based on the Fund's proportionate ownership of the Fidelity Commodity Strategy Central Fund. Fees waived totaled $6,070 for the period and is reflected in Expense reductions on the Statement of Operations.

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	$ 4,326
Service Class 2	47,364
	$ 51,690

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 .0045% 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	$ 464,934
Service Class	3,828
Service Class 2	16,195
Investor Class	83,206
	$ 568,163

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,274 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $2,461 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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 $56,762. During the period, there were no securities loaned to FCM.

10. Expense Reductions.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2011	Year ended December 31, 2010
From net investment income
Initial Class	$ -	$ 20,670,020
Service Class	-	130,466
Service Class 2	-	539,940
Investor Class	-	1,468,124
Total	$ -	$ 22,808,550
From net realized gain
Initial Class	$ 433,925	$ 6,228,074
Service Class	2,955	42,354
Service Class 2	13,424	193,184
Investor Class	34,365	465,114
Total	$ 484,669	$ 6,928,726

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2011	Year ended December 31, 2010	Six months ended June 30, 2011	Year ended December 31, 2010
Initial Class
Shares sold	1,145,147	2,953,816	$ 17,095,677	$ 40,305,021
Reinvestment of distributions	29,103	1,875,132	433,925	26,898,094
Shares redeemed	(5,893,911)	(12,990,962)	(88,059,402)	(175,862,426)
Net increase (decrease)	(4,719,661)	(8,162,014)	$ (70,529,800)	$ (108,659,311)
Service Class
Shares sold	23,737	217,938	$ 353,169	$ 2,870,314
Reinvestment of distributions	199	12,117	2,955	172,820
Shares redeemed	(48,895)	(270,940)	(725,096)	(3,659,374)
Net increase (decrease)	(24,959)	(40,885)	$ (368,972)	$ (616,240)
Service Class 2
Shares sold	117,588	317,970	$ 1,723,088	$ 4,248,620
Reinvestment of distributions	916	51,977	13,424	733,124
Shares redeemed	(420,397)	(718,587)	(6,188,074)	(9,598,684)
Net increase (decrease)	(301,893)	(348,640)	$ (4,451,562)	$ (4,616,940)
Investor Class
Shares sold	1,185,440	2,175,761	$ 17,656,572	$ 30,128,589
Reinvestment of distributions	2,314	135,106	34,365	1,933,238
Shares redeemed	(509,234)	(754,597)	(7,530,278)	(10,154,545)
Net increase (decrease)	678,520	1,556,270	$ 10,160,659	$ 21,907,282

Semiannual Report

13. 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 owners of record of 32% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were owners 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
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAM-SANN-0811
1.705701.113

Fidelity® Variable Insurance Products:
Asset Manager: Growth Portfolio

Semiannual Report

June 30, 2011

(2_fidelity_logos) (Registered_Trademark)

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.

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listings, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, 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, 2011 to June 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
Initial Class	.73%
Actual		$ 1,000.00	$ 1,046.10	$ 3.70
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 3.66
Service Class	.83%
Actual		$ 1,000.00	$ 1,045.80	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.68	$ 4.16
Service Class 2	1.01%
Actual		$ 1,000.00	$ 1,045.30	$ 5.12
Hypothetical^A		$ 1,000.00	$ 1,019.79	$ 5.06
Investor Class	.81%
Actual		$ 1,000.00	$ 1,046.30	$ 4.11
Hypothetical^A		$ 1,000.00	$ 1,020.78	$ 4.06

^A 5% return per year before expenses

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.0	2.9
Chevron Corp.	1.3	0.0
United Continental Holdings, Inc.	1.2	1.1
Schlumberger Ltd.	1.2	0.9
Green Mountain Coffee Roasters, Inc.	1.0	0.0
Halliburton Co.	1.0	0.0
Informatica Corp.	0.9	0.7
Baker Hughes, Inc.	0.8	0.0
Deckers Outdoor Corp.	0.8	0.7
Delta Air Lines, Inc.	0.7	1.3
	10.9
Market Sectors as of June 30, 2011
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	11.4	14.6
Consumer Discretionary	10.8	13.1
Energy	10.6	6.6
Industrials	8.8	10.2
Materials	7.6	8.8
Health Care	7.2	4.9
Financials	5.7	7.4
Consumer Staples	4.2	2.5
Telecommunication Services	1.1	1.3
Utilities	1.0	0.9

Asset Allocation (% of fund's net assets)
As of June 30, 2011*			As of December 31, 2010**
	Stock Class and Equity Futures*** 69.7%			Stock Class and Equity Futures**** 72.2%
	Bond Class 26.5%			Bond Class 25.9%
	Short-Term Class 3.8%			Short-Term Class 1.9%
* Foreign investments		30.4%	** Foreign investments		31.0%

fid406

*** Includes investment in Fidelity Commodity Strategy Central Fund of 1.1%

**** Includes investment in Fidelity Commodity Strategy Central Fund of 1.6%

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 Fidelity Central Funds, other than the Commodity Strategy and Money Market Central Funds, is available at advisor.fidelity.com.

Semiannual Report

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 48.9%
	Shares		Value
CONSUMER DISCRETIONARY - 8.6%
Auto Components - 0.3%
BorgWarner, Inc. (a)	5,800		$ 468,582
Automobiles - 0.5%
Bayerische Motoren Werke AG (BMW)	9,516		949,651
Diversified Consumer Services - 0.6%
Anhanguera Educacional Participacoes SA	9,200		195,775
Weight Watchers International, Inc.	12,200		920,734
			1,116,509
Hotels, Restaurants & Leisure - 1.1%
Arcos Dorados Holdings, Inc.	11,300		238,317
Chipotle Mexican Grill, Inc. (a)	2,000		616,380
Panera Bread Co. Class A (a)	9,700		1,218,902
			2,073,599
Household Durables - 0.2%
Gafisa SA sponsored ADR	45,800		433,268
Internet & Catalog Retail - 0.6%
Amazon.com, Inc. (a)	1,300		265,837
Priceline.com, Inc. (a)	1,700		870,281
			1,136,118
Media - 0.3%
Bankrate, Inc.	5,700		94,506
Focus Media Holding Ltd. ADR (a)	12,200		379,420
			473,926
Multiline Retail - 0.7%
Lojas Renner SA	2,600		99,097
Macy's, Inc.	37,300		1,090,652
Marisa Lojas SA	2,700		41,163
			1,230,912
Specialty Retail - 1.1%
China ZhengTong Auto Services Holdings Ltd.	98,000		112,209
Tiffany & Co., Inc.	9,400		738,088
Vitamin Shoppe, Inc. (a)	2,000		91,520
Williams-Sonoma, Inc.	31,500		1,149,435
			2,091,252
Textiles, Apparel & Luxury Goods - 3.2%
Arezzo Industria e Comercio SA	12,000		167,958
Burberry Group PLC	17,100		397,935
Coach, Inc.	17,200		1,099,596
Deckers Outdoor Corp. (a)	16,700		1,471,938
Fossil, Inc. (a)	11,000		1,294,920
Phillips-Van Heusen Corp.	14,400		942,768
The Swatch Group AG (Bearer)	800		403,283
Vera Bradley, Inc. (d)	6,100		233,020
			6,011,418
TOTAL CONSUMER DISCRETIONARY			15,985,235

	Shares		Value
CONSUMER STAPLES - 2.3%
Beverages - 0.4%
Hansen Natural Corp. (a)	9,500		$ 769,025
Food & Staples Retailing - 0.1%
Droga Raia SA	7,000		116,584
Food Products - 1.1%
Green Mountain Coffee Roasters, Inc. (a)	21,700		1,936,942
Smithfield Foods, Inc. (a)	6,000		131,220
			2,068,162
Personal Products - 0.7%
Estee Lauder Companies, Inc. Class A	7,900		831,001
Hengan International Group Co. Ltd.	61,500		551,637
			1,382,638
TOTAL CONSUMER STAPLES			4,336,409
ENERGY - 8.8%
Energy Equipment & Services - 3.8%
Baker Hughes, Inc.	21,400		1,552,784
Carbo Ceramics, Inc.	6,300		1,026,585
Halliburton Co.	33,700		1,718,700
Petrofac Ltd.	8,800		213,824
Saipem SpA	7,660		395,491
Schlumberger Ltd.	24,514		2,118,010
			7,025,394
Oil, Gas & Consumable Fuels - 5.0%
Alpha Natural Resources, Inc. (a)	8,355		379,651
Cabot Oil & Gas Corp.	2,100		139,251
Chevron Corp.	23,100		2,375,604
Concho Resources, Inc. (a)	11,000		1,010,350
Continental Resources, Inc. (a)	17,900		1,161,889
Denbury Resources, Inc. (a)	4,800		96,000
Kosmos Energy Ltd.	10,300		174,894
Oasis Petroleum, Inc. (a)	19,300		572,824
Occidental Petroleum Corp.	8,100		842,724
Pioneer Natural Resources Co.	14,800		1,325,636
Western Refining, Inc. (a)(d)	10,100		182,507
Whiting Petroleum Corp. (a)	20,800		1,183,728
			9,445,058
TOTAL ENERGY			16,470,452
FINANCIALS - 1.2%
Capital Markets - 0.5%
Apollo Global Management LLC Class A	58,300		1,002,760
Commercial Banks - 0.3%
Itau Unibanco Banco Multiplo SA sponsored ADR	22,500		529,875
Insurance - 0.1%
Qualicorp SA	19,000		181,346
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.3%
CB Richard Ellis Group, Inc. Class A (a)	24,100		$ 605,151
TOTAL FINANCIALS			2,319,132
HEALTH CARE - 5.9%
Biotechnology - 1.2%
Amgen, Inc. (a)	2,200		128,370
Biogen Idec, Inc. (a)	4,900		523,908
United Therapeutics Corp. (a)	12,800		705,280
Vertex Pharmaceuticals, Inc. (a)	17,000		883,830
			2,241,388
Health Care Equipment & Supplies - 0.5%
Edwards Lifesciences Corp. (a)	4,400		383,592
IDEXX Laboratories, Inc. (a)(d)	2,500		193,900
St. Jude Medical, Inc.	500		23,840
Volcano Corp. (a)	8,500		274,465
			875,797
Health Care Providers & Services - 2.3%
Accretive Health, Inc. (a)	11,000		316,690
Express Scripts, Inc. (a)	6,800		367,064
HMS Holdings Corp. (a)	5,100		392,037
Humana, Inc.	12,900		1,038,966
McKesson Corp.	8,500		711,025
Medco Health Solutions, Inc. (a)	6,900		389,988
UnitedHealth Group, Inc.	9,400		484,852
WellPoint, Inc.	7,200		567,144
			4,267,766
Health Care Technology - 0.3%
Epocrates, Inc. (a)	6,100		112,484
SXC Health Solutions Corp. (a)	6,800		401,696
			514,180
Pharmaceuticals - 1.6%
Elan Corp. PLC sponsored ADR (a)	25,100		285,387
Novo Nordisk A/S Series B sponsored ADR	8,200		1,027,296
Shire PLC sponsored ADR	5,600		527,576
Valeant Pharmaceuticals International, Inc. (Canada)	23,906		1,243,142
			3,083,401
TOTAL HEALTH CARE			10,982,532
INDUSTRIALS - 6.4%
Aerospace & Defense - 0.2%
Goodrich Corp.	4,400		420,200
Airlines - 2.1%
Copa Holdings SA Class A	4,200		280,308
Delta Air Lines, Inc. (a)	147,200		1,349,824

	Shares		Value
United Continental Holdings, Inc. (a)	96,185		$ 2,176,667
US Airways Group, Inc. (a)	22,600		201,366
			4,008,165
Commercial Services & Supplies - 0.1%
Swisher Hygiene, Inc. (g)	24,821		125,768
Construction & Engineering - 0.4%
Fluor Corp.	12,600		814,716
Electrical Equipment - 0.2%
Roper Industries, Inc.	4,400		366,520
Industrial Conglomerates - 0.2%
Carlisle Companies, Inc.	6,000		295,380
Machinery - 2.6%
Caterpillar, Inc.	9,100		968,786
Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)	92,560		176,276
Cummins, Inc.	7,900		817,571
Dover Corp.	12,400		840,720
Kennametal, Inc.	18,200		768,222
Parker Hannifin Corp.	10,200		915,348
Sandvik AB	12,200		213,930
Weg SA	14,700		167,613
			4,868,466
Road & Rail - 0.2%
CSX Corp.	15,300		401,166
Trading Companies & Distributors - 0.4%
Air Lease Corp.:
Class A (a)(e)	10,900		264,761
Class A	8,500		206,465
Mills Estruturas e Servicos de Engenharia SA	16,000		230,607
			701,833
TOTAL INDUSTRIALS			12,002,214
INFORMATION TECHNOLOGY - 10.3%
Communications Equipment - 2.4%
Alcatel-Lucent SA sponsored ADR (a)	178,600		1,030,522
HTC Corp.	19,000		637,325
JDS Uniphase Corp. (a)	12,400		206,584
Juniper Networks, Inc. (a)	6,700		211,050
Polycom, Inc. (a)	9,200		591,560
QUALCOMM, Inc.	17,700		1,005,183
Riverbed Technology, Inc. (a)	18,000		712,620
			4,394,844
Computers & Peripherals - 2.5%
Apple, Inc. (a)	11,200		3,759,504
EMC Corp. (a)	24,000		661,200
Fusion-io, Inc.	1,300		39,117
NetApp, Inc. (a)	5,400		285,012
			4,744,833
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.2%
Active Network, Inc.	7,600		$ 133,760
Baidu.com, Inc. sponsored ADR (a)	4,100		574,533
Cornerstone Ondemand, Inc. (d)	11,800		208,270
Demand Media, Inc. (d)	11,700		158,535
Facebook, Inc. Class B (a)(g)	1,580		39,500
Rackspace Hosting, Inc. (a)	4,400		188,056
Renren, Inc. ADR	10,200		90,270
Tencent Holdings Ltd.	26,900		730,077
YouKu.com, Inc. ADR (a)(d)	3,700		127,095
			2,250,096
IT Services - 0.7%
Cognizant Technology Solutions Corp. Class A (a)	14,800		1,085,432
Jack Henry & Associates, Inc.	8,200		246,082
			1,331,514
Semiconductors & Semiconductor Equipment - 0.9%
ARM Holdings PLC sponsored ADR	12,100		344,003
Broadcom Corp. Class A	6,200		208,568
Freescale Semiconductor Holdings I Ltd.	19,400		356,766
NVIDIA Corp. (a)	9,700		154,570
NXP Semiconductors NV	23,400		625,482
			1,689,389
Software - 2.6%
Ariba, Inc. (a)	11,100		382,617
Citrix Systems, Inc. (a)	9,600		768,000
Informatica Corp. (a)	28,300		1,653,569
RealPage, Inc.	8,900		235,583
Rovi Corp. (a)	11,000		630,960
Taleo Corp. Class A (a)	11,000		407,330
VMware, Inc. Class A (a)	8,200		821,886
			4,899,945
TOTAL INFORMATION TECHNOLOGY			19,310,621
MATERIALS - 5.3%
Chemicals - 3.9%
Celanese Corp. Class A	14,400		767,664
CF Industries Holdings, Inc.	8,800		1,246,696
Dow Chemical Co.	29,900		1,076,400
Ferro Corp. (a)	3,500		47,040
FMC Corp.	6,400		550,528

	Shares		Value
LyondellBasell Industries NV Class A	32,900		$ 1,267,308
PPG Industries, Inc.	5,500		499,345
Rockwood Holdings, Inc. (a)	10,000		552,900
Umicore SA	4,394		239,674
Uralkali JSC GDR (Reg. S)	11,100		499,500
Westlake Chemical Corp.	9,300		482,670
			7,229,725
Metals & Mining - 1.4%
Alcoa, Inc.	35,400		561,444
Anglo American PLC (United Kingdom)	300		14,865
First Quantum Minerals Ltd.	5,100		743,635
Stillwater Mining Co. (a)	27,400		603,074
United States Steel Corp. (d)	11,500		529,460
Vallares PLC	13,400		216,132
			2,668,610
TOTAL MATERIALS			9,898,335
UTILITIES - 0.1%
Multi-Utilities - 0.1%
TECO Energy, Inc.	7,300		137,897
TOTAL COMMON STOCKS (Cost $70,155,175)		91,442,827
Investment Companies - 1.8%

iShares Barclays TIPS Bond ETF (Cost $3,357,152)	30,300		3,352,392
Fixed-Income Funds - 26.0%

Fidelity Emerging Markets Debt Central Fund (f)	91,448		930,938
Fidelity Floating Rate Central Fund (f)	51,945		5,265,123
Fidelity High Income Central Fund 1 (f)	59,783		5,894,589
Fidelity VIP Investment Grade Central Fund (f)	344,169		36,660,907
TOTAL FIXED-INCOME FUNDS (Cost $46,343,549)		48,751,557
Equity Funds - 20.8%

Domestic Equity Funds - 1.1%
Fidelity Commodity Strategy Central Fund (f)	168,465		2,072,124
Equity Funds - continued
	Shares		Value
International Equity Funds - 19.7%
Fidelity Emerging Markets Equity Central Fund (f)	22,959		$ 5,048,455
Fidelity International Equity Central Fund (f)	432,512		31,854,483
TOTAL INTERNATIONAL EQUITY FUNDS			36,902,938
TOTAL EQUITY FUNDS (Cost $41,011,567)		38,975,062
Money Market Funds - 3.0%

Fidelity Cash Central Fund, 0.11% (b)	3,995,251		3,995,251
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	1,568,158		1,568,158
TOTAL MONEY MARKET FUNDS (Cost $5,563,409)		5,563,409

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $166,430,852)

188,085,247

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(911,016)

NET ASSETS - 100%

$ 187,174,231

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
19 CME E-mini S&P 500 Index Contracts	Sept. 2011	$ 1,249,725	$ 221
61 NYSE E-mini MSCI EAFE Index Contracts	Sept. 2011	2,728,530	(12,316)
TOTAL EQUITY INDEX CONTRACTS		$ 3,978,255	$ (12,095)

The face value of futures purchased as a percentage of net assets is 2.1%

Security Type Abbreviations

ETFs - Exchange-Trade Funds

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Facebook, Inc. Class B	5/19/11	$ 39,574
Swisher Hygiene, Inc.	4/15/11	$ 191,122

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	$ 3,051
Fidelity Emerging Markets Debt Central Fund	14,627
Fidelity Emerging Markets Equity Central Fund	39,030
Fidelity Floating Rate Central Fund	131,126
Fidelity High Income Central Fund 1	231,069
Fidelity International Equity Central Fund	617,369
Fidelity Securities Lending Cash Central Fund	15,872
Fidelity VIP Investment Grade Central Fund	633,405
Total	$ 1,685,549

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	$ 2,907,291	$ 1,306,371	$ 2,031,823	$ 2,072,124	0.2%
Fidelity Emerging Markets Debt Central Fund	-	914,671	-	930,938	0.9%
Fidelity Emerging Markets Equity Central Fund	7,858,662	-	2,571,973	5,048,455	1.6%
Fidelity Floating Rate Central Fund	5,416,203	581,202	810,880	5,265,123	0.2%
Fidelity High Income Central Fund 1	6,768,440	231,069	1,195,925	5,894,589	1.1%
Fidelity International Equity Central Fund	26,462,332	4,960,983	346,155	31,854,483	1.7%
Fidelity VIP Investment Grade Central Fund	36,250,066	2,342,097	2,397,765	36,660,907	1.0%
Total	$ 85,662,994	$ 10,336,393	$ 9,354,521	$ 87,726,619

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 15,985,235	$ 15,985,235	$ -	$ -
Consumer Staples	4,336,409	4,336,409	-	-
Energy	16,470,452	16,470,452	-	-
Financials	2,319,132	2,319,132	-	-
Health Care	10,982,532	10,982,532	-	-
Industrials	12,002,214	11,876,446	125,768	-
Information Technology	19,310,621	19,271,121	-	39,500
Materials	9,898,335	9,898,335	-	-
Utilities	137,897	137,897	-	-
Investment Companies	3,352,392	3,352,392	-	-
Fixed-Income Funds	48,751,557	48,751,557	-	-
Money Market Funds	5,563,409	5,563,409	-	-
Equity Funds	38,975,062	38,975,062	-	-
Total Investments in Securities:	$ 188,085,247	$ 187,919,979	$ 125,768	$ 39,500
Derivative Instruments:
Assets
Futures Contracts	$ 221	$ 221	$ -	$ -
Liabilities
Futures Contracts	$ (12,316)	$ (12,316)	$ -	$ -
Total Derivative Instruments:	$ (12,095)	$ (12,095)	$ -	$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ 223,450
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(74)
Cost of Purchases	39,574
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	(223,450)
Ending Balance	$ 39,500
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2011	$ (74)

Value of Derivative Instruments

Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 221	$ (12,316)
Total Value of Derivatives	$ 221	$ (12,316)

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	12.9%
AAA,AA,A	4.1%
BBB	2.2%
BB	2.0%
B	3.3%
CCC,CC,C	0.6%
D	0.0%
Not Rated	0.5%
Equities*	73.9%
Short-Term Investments and Net Other Assets	0.5%
	100.0%

* Includes investment in Fidelity Commodity Strategy Central Fund of 1.1%

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

United States of America	69.6%
United Kingdom	4.4%
Japan	2.6%
France	2.6%
Germany	2.2%
Canada	1.8%
Brazil	1.7%
Netherlands	1.4%
Switzerland	1.4%
Cayman Islands	1.2%
Netherlands Antilles	1.2%
Korea (South)	1.0%
Others (Individually Less Than 1%)	8.9%
	100.0%

Income Tax Information

At December 31, 2010, the Fund had a capital loss carryforward of approximately $47,330,506 of which $1,637,275, $24,334,072 and $21,359,159 will expire in fiscal 2011, 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $1,532,942) - See accompanying schedule: Unaffiliated issuers (cost $73,512,327)	$ 94,795,219
Fidelity Central Funds (cost $92,918,525)	93,290,028
Total Investments (cost $166,430,852)		$ 188,085,247
Cash		34,470
Receivable for investments sold		4,295,111
Receivable for fund shares sold		103,210
Dividends receivable		65,924
Distributions receivable from Fidelity Central Funds		256,195
Other receivables		4,290
Total assets		192,844,447

Liabilities
Payable for investments purchased	$ 3,909,142
Payable for fund shares redeemed	40,707
Accrued management fee	84,944
Distribution and service plan fees payable	1,730
Payable for daily variation on futures contracts	12,095
Other affiliated payables	20,378
Other payables and accrued expenses	33,062
Collateral on securities loaned, at value	1,568,158
Total liabilities		5,670,216

Net Assets		$ 187,174,231
Net Assets consist of:
Paid in capital		$ 195,481,150
Undistributed net investment income		1,359,626
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(31,308,425)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		21,641,880
Net Assets		$ 187,174,231

Statement of Assets and Liabilities - continued

	June 30, 2011 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($135,567,210 ÷ 8,925,170 shares)		$ 15.19

Service Class: Net Asset Value, offering price and redemption price per share ($3,824,816 ÷ 253,585 shares)		$ 15.08

Service Class 2: Net Asset Value, offering price and redemption price per share ($6,848,349 ÷ 456,333 shares)		$ 15.01

Investor Class: Net Asset Value, offering price and redemption price per share ($40,933,856 ÷ 2,706,167 shares)		$ 15.13

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Dividends		$ 376,244
Interest		158
Income from Fidelity Central Funds		1,685,549
Total income		2,061,951

Expenses
Management fee	$ 517,411
Transfer agent fees	88,360
Distribution and service plan fees	10,254
Accounting and security lending fees	45,945
Custodian fees and expenses	12,416
Independent trustees' compensation	349
Audit	28,957
Legal	610
Miscellaneous	809
Total expenses before reductions	705,111
Expense reductions	(10,284)	694,827
Net investment income (loss)		1,367,124
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	8,463,058
Fidelity Central Funds	700,961
Foreign currency transactions	(12,191)
Futures contracts	174,016
Capital gain distributions from Fidelity Central Funds	107,117
Total net realized gain (loss)		9,432,961
Change in net unrealized appreciation (depreciation) on: Investment securities	(2,459,585)
Assets and liabilities in foreign currencies	(841)
Futures contracts	(63,558)
Total change in net unrealized appreciation (depreciation)		(2,523,984)
Net gain (loss)		6,908,977
Net increase (decrease) in net assets resulting from operations		$ 8,276,101

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,367,124	$ 2,006,745
Net realized gain (loss)	9,432,961	15,906,125
Change in net unrealized appreciation (depreciation)	(2,523,984)	8,032,692
Net increase (decrease) in net assets resulting from operations	8,276,101	25,945,562
Distributions to shareholders from net investment income	-	(1,957,332)
Distributions to shareholders from net realized gain	-	(557,354)
Total distributions	-	(2,514,686)
Share transactions - net increase (decrease)	(2,825,456)	(16,470,726)
Total increase (decrease) in net assets	5,450,645	6,960,150

Net Assets
Beginning of period	181,723,586	174,763,436
End of period (including undistributed net investment income of $1,359,626 and distributions in excess of net investment income of $7,498, respectively)	$ 187,174,231	$ 181,723,586

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.52	$ 12.66	$ 9.68	$ 15.51	$ 13.60	$ 12.97
Income from Investment Operations
Net investment income (loss)^E	.11	.16	.17	.26	.29	.26
Net realized and unrealized gain (loss)	.56	1.91	3.01	(5.82)	2.24	.63
Total from investment operations	.67	2.07	3.18	(5.56)	2.53	.89
Distributions from net investment income	-	(.16)	(.18)	(.26)	(.62)	(.26)
Distributions from net realized gain	-	(.05)	(.02)	(.01)	-	-
Total distributions	-	(.21)	(.20)	(.27)	(.62)	(.26)
Net asset value, end of period	$ 15.19	$ 14.52	$ 12.66	$ 9.68	$ 15.51	$ 13.60
Total Return^B,C,D	4.61%	16.34%	32.91%	(35.81)%	18.97%	6.99%
Ratios to Average Net Assets^F,H
Expenses before reductions	.73%^A	.74%	.78%	.74%	.74%	.77%
Expenses net of fee waivers, if any	.73%^A	.73%	.78%	.74%	.74%	.77%
Expenses net of all reductions	.72%^A	.72%	.77%	.73%	.73%	.73%
Net investment income (loss)	1.50%^A	1.20%	1.57%	1.90%	1.98%	2.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 135,567	$ 138,051	$ 136,479	$ 118,672	$ 211,867	$ 212,222
Portfolio turnover rate^G	74%^A	68%	126%	110%	132%	233%

^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.

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.42	$ 12.58	$ 9.62	$ 15.41	$ 13.51	$ 12.88
Income from Investment Operations
Net investment income (loss)^E	.10	.14	.16	.24	.27	.25
Net realized and unrealized gain (loss)	.56	1.89	2.99	(5.77)	2.22	.63
Total from investment operations	.66	2.03	3.15	(5.53)	2.49	.88
Distributions from net investment income	-	(.15)	(.17)	(.25)	(.59)	(.25)
Distributions from net realized gain	-	(.05)	(.02)	(.01)	-	-
Total distributions	-	(.19)^I	(.19)	(.26)	(.59)	(.25)
Net asset value, end of period	$ 15.08	$ 14.42	$ 12.58	$ 9.62	$ 15.41	$ 13.51
Total Return^B,C,D	4.58%	16.18%	32.79%	(35.88)%	18.79%	6.93%
Ratios to Average Net Assets^F,H
Expenses before reductions	.83%^A	.84%	.88%	.84%	.84%	.87%
Expenses net of fee waivers, if any	.83%^A	.84%	.88%	.84%	.84%	.87%
Expenses net of all reductions	.82%^A	.82%	.87%	.83%	.83%	.83%
Net investment income (loss)	1.40%^A	1.09%	1.47%	1.80%	1.88%	1.91%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,825	$ 3,999	$ 3,838	$ 2,911	$ 5,113	$ 4,977
Portfolio turnover rate^G	74%^A	68%	126%	110%	132%	233%

^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 $.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, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.36	$ 12.51	$ 9.57	$ 15.34	$ 13.42	$ 12.81
Income from Investment Operations
Net investment income (loss)^E	.09	.12	.14	.22	.25	.22
Net realized and unrealized gain (loss)	.56	1.88	2.97	(5.75)	2.21	.62
Total from investment operations	.65	2.00	3.11	(5.53)	2.46	.84
Distributions from net investment income	-	(.11)	(.15)	(.23)	(.54)	(.23)
Distributions from net realized gain	-	(.05)	(.02)	(.01)	-	-
Total distributions	-	(.15)^I	(.17)	(.24)	(.54)	(.23)
Net asset value, end of period	$ 15.01	$ 14.36	$ 12.51	$ 9.57	$ 15.34	$ 13.42
Total Return^B,C,D	4.53%	16.02%	32.55%	(36.05)%	18.68%	6.64%
Ratios to Average Net Assets^F,H
Expenses before reductions	1.01%^A	1.02%	1.06%	1.01%	1.02%	1.05%
Expenses net of fee waivers, if any	1.01%^A	1.02%	1.06%	1.01%	1.02%	1.05%
Expenses net of all reductions	1.00%^A	1.00%	1.05%	1.01%	1.01%	1.02%
Net investment income (loss)	1.22%^A	.91%	1.29%	1.62%	1.70%	1.73%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,848	$ 6,046	$ 8,139	$ 6,545	$ 8,622	$ 6,205
Portfolio turnover rate^G	74%^A	68%	126%	110%	132%	233%

^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 $.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, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 14.46	$ 12.61	$ 9.65	$ 15.46	$ 13.56	$ 12.96
Income from Investment Operations
Net investment income (loss)^E	.11	.15	.16	.24	.27	.24
Net realized and unrealized gain (loss)	.56	1.90	2.99	(5.78)	2.23	.63
Total from investment operations	.67	2.05	3.15	(5.54)	2.50	.87
Distributions from net investment income	-	(.15)	(.17)	(.26)	(.60)	(.27)
Distributions from net realized gain	-	(.05)	(.02)	(.01)	-	-
Total distributions	-	(.20)	(.19)	(.27)	(.60)	(.27)
Net asset value, end of period	$ 15.13	$ 14.46	$ 12.61	$ 9.65	$ 15.46	$ 13.56
Total Return^B,C,D	4.63%	16.25%	32.68%	(35.85)%	18.78%	6.80%
Ratios to Average Net Assets^F,H
Expenses before reductions	.81%^A	.83%	.89%	.83%	.86%	.92%
Expenses net of fee waivers, if any	.81%^A	.82%	.89%	.83%	.86%	.92%
Expenses net of all reductions	.80%^A	.81%	.87%	.83%	.86%	.89%
Net investment income (loss)	1.41%^A	1.11%	1.47%	1.81%	1.86%	1.86%
Supplemental Data
Net assets, end of period (000 omitted)	$ 40,934	$ 33,627	$ 26,307	$ 20,137	$ 16,370	$ 6,882
Portfolio turnover rate^G	74%^A	68%	126%	110%	132%	233%

^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, 2011 (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. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity Commodity Strategy Central Fund	FMR Co., Inc. (FMRC)	Seeks to provide investment returns that correspond to the performance of the commodities market.	Investment in wholly-owned subsidiary organized under the laws of the Cayman Islands Futures Repurchase Agreements Swap Agreements
Fidelity Emerging Markets Debt Central Fund	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 Repurchase Agreements Restricted Securities
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Delayed Delivery & When Issued Securities Foreign Securities Futures Repurchase Agreements Restricted Securities
Fidelity International Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in non-U.S. based common stocks, including securities of issuers located in emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
VIP Investment Grade Central Fund	Fidelity Investments Money Management, Inc. (FIMM)	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swap Agreements
Fidelity Money Market Central Funds	FIMM	Seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, in-kind transactions, futures transactions, foreign currency transactions, partnerships (including allocations from Fidelity Central Funds), 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	$ 29,883,970
Gross unrealized depreciation	(7,834,684)
Net unrealized appreciation (depreciation) on securities and other investments	$ 22,049,286

Tax cost	$ 166,035,961

New Accounting Pronouncement. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Operating Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use 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

Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $174,016 and a change in net unrealized appreciation (depreciation) of ($63,558) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $68,021,459 and $69,838,543, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

The Fund invests in the Fidelity Commodity Strategy Central Fund, which in turn invests in a wholly-owned subsidiary that invests in commodity-linked derivative instruments. FMR has contractually agreed to waive the Fund's management fee in an amount equal to its proportionate share of the management fee paid to FMR by the subsidiary based on the Fund's proportionate ownership of the Fidelity Commodity Strategy Central Fund. Fees waived totaled $825 for the period and is reflected in Expense reductions on the Statement of Operations.

Semiannual Report

7. Fees and Other Transactions with Affiliates - 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	$ 1,985
Service Class 2	8,269
	$ 10,254

Initial Class	$ 53,024
Service Class	1,555
Service Class 2	3,658
Investor Class	30,123
	$ 88,360

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 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 $315 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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 $15,872. During the period, there were no securities loaned to FCM.

10. Expense Reductions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2011	Year ended December 31, 2010
From net investment income
Initial Class	$ -	$ 1,524,495
Service Class	-	40,585
Service Class 2	-	44,899
Investor Class	-	347,353
Total	$ -	$ 1,957,332
From net realized gain
Initial Class	$ -	$ 423,471
Service Class	-	12,340
Service Class 2	-	18,708
Investor Class	-	102,835
Total	$ -	$ 557,354

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2011	Year ended December 31, 2010	Six months ended June 30, 2011	Year ended December 31, 2010
Initial Class
Shares sold	208,663	314,056	$ 3,126,954	$ 4,175,708
Reinvestment of distributions	-	135,558	-	1,947,966
Shares redeemed	(792,783)	(1,723,443)	(11,877,901)	(22,677,836)
Net increase (decrease)	(584,120)	(1,273,829)	$ (8,750,947)	$ (16,554,162)
Service Class
Shares sold	8,736	27,481	$ 128,086	$ 366,364
Reinvestment of distributions	-	3,706	-	52,925
Shares redeemed	(32,409)	(59,096)	(479,718)	(772,171)
Net increase (decrease)	(23,673)	(27,909)	$ (351,632)	$ (352,882)
Service Class 2
Shares sold	104,039	229,882	$ 1,542,989	$ 3,022,061
Reinvestment of distributions	-	4,473	-	63,607
Shares redeemed	(68,616)	(463,914)	(1,004,736)	(6,116,111)
Net increase (decrease)	35,423	(229,559)	$ 538,253	$ (3,030,443)
Investor Class
Shares sold	540,501	645,314	$ 8,116,714	$ 8,630,814
Reinvestment of distributions	-	31,438	-	450,188
Shares redeemed	(159,332)	(437,500)	(2,377,844)	(5,614,241)
Net increase (decrease)	381,169	239,252	$ 5,738,870	$ 3,466,761

13. Other.

At the end of the period, FMR or its affiliates were the owners of record of 77% 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
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAMG-SANN-0811
1.705700.113

Fidelity® Variable Insurance Products:
Freedom Funds -
Income, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050

Semiannual Report

June 30, 2011

(2_fidelity_logos) (Registered_Trademark)

Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
VIP Freedom Income Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2005 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2010 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2015 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2020 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2025 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2030 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2035 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2040 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2045 Portfolio^SM	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
VIP Freedom 2050 Portfolio^SM	<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.

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

Semiannual Report

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, 2011 to June 30, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
VIP Freedom Income
Initial Class	.00%
Actual		$ 1,000.00	$ 1,025.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,024.30	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,023.40	$ 1.25
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2005
Initial Class	.00%
Actual		$ 1,000.00	$ 1,035.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,034.70	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,034.70	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
VIP Freedom 2010
Initial Class	.00%
Actual		$ 1,000.00	$ 1,040.10	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,040.10	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,039.30	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2015
Initial Class	.00%
Actual		$ 1,000.00	$ 1,041.10	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,041.20	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,040.40	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2020
Initial Class	.00%
Actual		$ 1,000.00	$ 1,046.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,045.40	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,044.50	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2025
Initial Class	.00%
Actual		$ 1,000.00	$ 1,049.60	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,048.60	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,047.90	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2030
Initial Class	.00%
Actual		$ 1,000.00	$ 1,050.90	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,050.00	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,049.10	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
VIP Freedom 2035
Initial Class	.00%
Actual		$ 1,000.00	$ 1,051.60	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,051.60	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,051.00	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2040
Initial Class	.00%
Actual		$ 1,000.00	$ 1,052.80	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,052.10	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,050.60	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2045
Initial Class	.00%
Actual		$ 1,000.00	$ 1,053.20	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,052.50	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,051.80	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2050
Initial Class	.00%
Actual		$ 1,000.00	$ 1,053.10	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,053.10	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,052.50	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25

^A 5% return per year before expenses

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

Semiannual Report

VIP Freedom Income Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	2.4	2.5
VIP Equity-Income Portfolio Initial Class	2.8	2.9
VIP Growth & Income Portfolio Initial Class	2.8	2.9
VIP Growth Portfolio Initial Class	2.9	2.9
VIP Mid Cap Portfolio Initial Class	1.0	1.0
VIP Value Portfolio Initial Class	2.4	2.5
VIP Value Strategies Portfolio Initial Class	1.0	1.1
	15.3	15.8
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	4.5	4.6
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	0.8	0.7
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.0	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.7	34.2
Short-Term Funds
VIP Money Market Portfolio Initial Class	39.8	39.6
Net Other Assets (Liabilities)	(0.1)	0.1
	100.0	100.0

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	15.3%
	Developed International Equity Funds	4.5%
	Emerging Markets Equity Funds	0.8%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.7%
	Short-Term Funds	39.8%
	Net Other Assets^†	(0.1)%

fid457

Six months ago
	Domestic Equity Funds	15.8%
	Developed International Equity Funds	4.6%
	Emerging Markets Equity Funds	0.7%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.2%
	Short-Term Funds	39.6%
	Net Other Assets	0.1%

fid466

Expected
	Domestic Equity Funds	14.6%
	Developed International Equity Funds	4.6%
	Emerging Markets Equity Funds	0.8%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	35.0%
	Short-Term Funds	40.0%

fid474

The six months ago allocation is based on the fund's holdings as of December 31, 2010. The current allocation is based on the fund's holdings as of June 30, 2011. The expected allocation represents the fund's anticipated allocation at December 31, 2011.

^† Net Other Assets are not included in the pie chart.

Semiannual Report

VIP Freedom Income Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 15.3%
	Shares		Value
Domestic Equity Funds - 15.3%
VIP Contrafund Portfolio Initial Class	20,259		$ 508,902
VIP Equity-Income Portfolio Initial Class	29,273		592,770
VIP Growth & Income Portfolio Initial Class	44,807		591,459
VIP Growth Portfolio Initial Class	14,999		603,563
VIP Mid Cap Portfolio Initial Class	6,252		206,326
VIP Value Portfolio Initial Class	43,819		507,866
VIP Value Strategies Portfolio Initial Class	20,564		212,832
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,367,708)		3,223,718
International Equity Funds - 5.3%

Developed International Equity Funds - 4.5%
VIP Overseas Portfolio Initial Class	54,489		962,278
Emerging Markets Equity Funds - 0.8%
VIP Emerging Markets Portfolio Initial Class	16,665		164,648
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $922,092)		1,126,926
Bond Funds - 39.7%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Initial Class	181,018		$ 1,053,527
Investment Grade Bond Funds - 34.7%
VIP Investment Grade Bond Portfolio Initial Class	564,016		7,332,203
TOTAL BOND FUNDS (Cost $8,132,673)		8,385,730
Short-Term Funds - 39.8%

VIP Money Market Portfolio Initial Class (Cost $8,406,615)	8,406,615		8,406,615
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $20,829,088)			21,142,989
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(21,498)
NET ASSETS - 100%		$ 21,121,491

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 Security 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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $20,829,088) - See accompanying schedule		$ 21,142,989
Receivable for investments sold		76,288
Receivable for fund shares sold		322,596
Total assets		21,541,873

Liabilities
Payable to custodian bank	$ 152
Payable for investments purchased	321,018
Payable for fund shares redeemed	97,513
Distribution and service plan fees payable	1,699
Total liabilities		420,382

Net Assets		$ 21,121,491
Net Assets consist of:
Paid in capital		$ 20,769,749
Accumulated net investment loss		(1,003)
Accumulated undistributed net realized gain (loss) on investments		38,844
Net unrealized appreciation (depreciation) on investments		313,901
Net Assets		$ 21,121,491

Initial Class: Net Asset Value, offering price and redemption price per share ($11,240,638 ÷ 1,067,934 shares)		$ 10.53

Service Class: Net Asset Value, offering price and redemption price per share ($2,497,016 ÷ 237,102 shares)		$ 10.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($7,383,837 ÷ 704,554 shares)		$ 10.48

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 8,646

Expenses
Distribution and service plan fees	$ 9,649
Independent trustees' compensation	35
Total expenses before reductions	9,684
Expense reductions	(35)	9,649
Net investment income (loss)		(1,003)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	30,683
Capital gain distributions from underlying funds	109,416
Total net realized gain (loss)		140,099
Change in net unrealized appreciation (depreciation) on underlying funds		320,119
Net gain (loss)		460,218
Net increase (decrease) in net assets resulting from operations		$ 459,215

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,003)	$ 324,248
Net realized gain (loss)	140,099	453,688
Change in net unrealized appreciation (depreciation)	320,119	547,661
Net increase (decrease) in net assets resulting from operations	459,215	1,325,597
Distributions to shareholders from net investment income	-	(329,236)
Distributions to shareholders from net realized gain	-	(476,604)
Total distributions	-	(805,840)
Share transactions - net increase (decrease)	2,011,786	(1,464,915)
Total increase (decrease) in net assets	2,471,001	(945,158)

Net Assets
Beginning of period	18,650,490	19,595,648
End of period (including accumulated net investment loss of $1,003 and undistributed net investment income of $0, respectively)	$ 21,121,491	$ 18,650,490

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.27	$ 10.00	$ 9.14	$ 10.80	$ 10.71	$ 10.36
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.19	.39	.36	.43	.40
Net realized and unrealized gain (loss)	.26	.56	.96	(1.48)	.22	.32
Total from investment operations	.26	.75	1.35	(1.12)	.65	.72
Distributions from net investment income	-	(.20)	(.35)	(.37)	(.44)	(.32)
Distributions from net realized gain	-	(.28)	(.15)	(.17)	(.12)	(.05)
Total distributions	-	(.48)	(.49) ^J	(.54)	(.56)	(.37)
Net asset value, end of period	$ 10.53	$ 10.27	$ 10.00	$ 9.14	$ 10.80	$ 10.71
Total Return ^{B, C, D}	2.53%	7.49%	14.95%	(10.45)%	6.10%	6.94%
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)	.09% ^A	1.88%	4.00%	3.50%	3.93%	3.75%
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,241	$ 11,165	$ 12,679	$ 8,976	$ 10,035	$ 9,398
Portfolio turnover rate	62% ^A	41%	32%	55%	56%	44%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower 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.

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

Semiannual Report

VIP Freedom Income Portfolio

Financial Statements - continued

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.28	$ 10.00	$ 9.14	$ 10.81	$ 10.71	$ 10.36
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.18	.37	.35	.42	.39
Net realized and unrealized gain (loss)	.25	.56	.97	(1.50)	.23	.32
Total from investment operations	.25	.74	1.34	(1.15)	.65	.71
Distributions from net investment income	-	(.19)	(.33)	(.35)	(.43)	(.31)
Distributions from net realized gain	-	(.28)	(.15)	(.17)	(.12)	(.05)
Total distributions	-	(.46) ^J	(.48) ^I	(.52)	(.55)	(.36)
Net asset value, end of period	$ 10.53	$ 10.28	$ 10.00	$ 9.14	$ 10.81	$ 10.71
Total Return ^{B, C, D}	2.43%	7.46%	14.81%	(10.65)%	6.10%	6.83%
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)	(.01)% ^A	1.78%	3.90%	3.40%	3.83%	3.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,497	$ 172	$ 163	$ 258	$ 414	$ 391
Portfolio turnover rate	62% ^A	41%	32%	55%	56%	44%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower 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.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.24	$ 9.97	$ 9.12	$ 10.78	$ 10.69	$ 10.36
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.17	.36	.33	.40	.37
Net realized and unrealized gain (loss)	.25	.55	.96	(1.48)	.23	.32
Total from investment operations	.24	.72	1.32	(1.15)	.63	.69
Distributions from net investment income	-	(.18)	(.33)	(.34)	(.42)	(.31)
Distributions from net realized gain	-	(.28)	(.15)	(.17)	(.12)	(.05)
Total distributions	-	(.45) ^I	(.47) ^H	(.51)	(.54)	(.36)
Net asset value, end of period	$ 10.48	$ 10.24	$ 9.97	$ 9.12	$ 10.78	$ 10.69
Total Return ^{B, C, D}	2.34%	7.25%	14.64%	(10.70)%	5.92%	6.61%
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)	(.16)% ^A	1.63%	3.76%	3.25%	3.68%	3.50%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,384	$ 7,313	$ 6,753	$ 4,836	$ 3,589	$ 1,061
Portfolio turnover rate	62% ^A	41%	32%	55%	56%	44%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower 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 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. ^I 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)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	4.8	5.2
VIP Equity-Income Portfolio Initial Class	5.6	6.1
VIP Growth & Income Portfolio Initial Class	5.6	6.0
VIP Growth Portfolio Initial Class	5.8	6.1
VIP Mid Cap Portfolio Initial Class	2.0	2.1
VIP Value Portfolio Initial Class	4.8	5.2
VIP Value Strategies Portfolio Initial Class	2.0	2.2
	30.6	32.9
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	9.2	9.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	1.6	1.6
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.0	4.9
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	30.5	30.2
Short-Term Funds
VIP Money Market Portfolio Initial Class	23.1	20.7
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)
Current
	Domestic Equity Funds	30.6%
	Developed International Equity Funds	9.2%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	30.5%
	Short-Term Funds	23.1%

fid482

Six months ago
	Domestic Equity Funds	32.9%
	Developed International Equity Funds	9.7%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	4.9%
	Investment Grade Bond Funds	30.2%
	Short-Term Funds	20.7%

fid490

Expected
	Domestic Equity Funds	28.4%
	Developed International Equity Funds	8.8%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	30.1%
	Short-Term Funds	26.1%

fid502

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, 2010. The current allocation is based on the fund's holdings as of June 30, 2011. The expected allocation represents the fund's anticipated allocation at December 31, 2011.

Semiannual Report

VIP Freedom 2005 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 30.6%
	Shares		Value
Domestic Equity Funds - 30.6%
VIP Contrafund Portfolio Initial Class	11,125		$ 279,464
VIP Equity-Income Portfolio Initial Class	16,112		326,273
VIP Growth & Income Portfolio Initial Class	24,658		325,482
VIP Growth Portfolio Initial Class	8,257		332,250
VIP Mid Cap Portfolio Initial Class	3,435		113,364
VIP Value Portfolio Initial Class	24,044		278,673
VIP Value Strategies Portfolio Initial Class	11,303		116,990
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,909,101)		1,772,496
International Equity Funds - 10.8%

Developed International Equity Funds - 9.2%
VIP Overseas Portfolio Initial Class	30,378		536,467
Emerging Markets Equity Funds - 1.6%
VIP Emerging Markets Portfolio Initial Class	9,298		91,867
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $680,186)		628,334
Bond Funds - 35.5%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Initial Class	49,753		$ 289,565
Investment Grade Bond Funds - 30.5%
VIP Investment Grade Bond Portfolio Initial Class	135,760		1,764,883
TOTAL BOND FUNDS (Cost $1,999,751)		2,054,448
Short-Term Funds - 23.1%

VIP Money Market Portfolio Initial Class (Cost $1,339,044)	1,339,044		1,339,044
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $5,928,082)			5,794,322
NET OTHER ASSETS (LIABILITIES) - 0.0%			(45)
NET ASSETS - 100%		$ 5,794,277

Other Information

Income Tax Information

At December 31, 2010, the Fund had a capital loss carryforward of approximately $86,373 all of which will expire in fiscal 2018. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $5,928,082) - See accompanying schedule		$ 5,794,322
Receivable for investments sold		35,406
Total assets		5,829,728

Liabilities
Payable for fund shares redeemed	$ 35,402
Distribution and service plan fees payable	49
Total liabilities		35,451

Net Assets		$ 5,794,277
Net Assets consist of:
Paid in capital		$ 6,122,701
Undistributed net investment income		1,559
Accumulated undistributed net realized gain (loss) on investments		(196,223)
Net unrealized appreciation (depreciation) on investments		(133,760)
Net Assets		$ 5,794,277

Initial Class: Net Asset Value, offering price and redemption price per share ($5,457,157 ÷ 523,184 shares)		$ 10.43

Service Class: Net Asset Value, offering price and redemption price per share ($175,734 ÷ 16,849 shares)		$ 10.43

Service Class 2: Net Asset Value, offering price and redemption price per share ($161,386 ÷ 15,471 shares)		$ 10.43

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 1,852

Expenses
Distribution and service plan fees	$ 293
Independent trustees' compensation	11
Total expenses before reductions	304
Expense reductions	(11)	293
Net investment income (loss)		1,559
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(17,971)
Capital gain distributions from underlying funds	31,468
Total net realized gain (loss)		13,497
Change in net unrealized appreciation (depreciation) on underlying funds		187,561
Net gain (loss)		201,058
Net increase (decrease) in net assets resulting from operations		$ 202,617

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,559	$ 117,868
Net realized gain (loss)	13,497	(54,409)
Change in net unrealized appreciation (depreciation)	187,561	602,863
Net increase (decrease) in net assets resulting from operations	202,617	666,322
Distributions to shareholders from net investment income	-	(118,355)
Distributions to shareholders from net realized gain	-	(79,802)
Total distributions	-	(198,157)
Share transactions - net increase (decrease)	(476,426)	(1,588,370)
Total increase (decrease) in net assets	(273,809)	(1,120,205)

Net Assets
Beginning of period	6,068,086	7,188,291
End of period (including undistributed net investment income of $1,559 and undistributed net investment income of $0, respectively)	$ 5,794,277	$ 6,068,086

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.07	$ 9.34	$ 8.14	$ 11.59	$ 11.41	$ 10.74
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.18	.34	.34	.38	.31
Net realized and unrealized gain (loss)	.36	.87	1.48	(3.06)	.60	.72
Total from investment operations	.36	1.05	1.82	(2.72)	.98	1.03
Distributions from net investment income	-	(.20)	(.35)	(.34)	(.34)	(.31)
Distributions from net realized gain	-	(.12)	(.26)	(.39)	(.47)	(.05)
Total distributions	-	(.32)	(.62) ^K	(.73)	(.80)^J	(.36)
Net asset value, end of period	$ 10.43	$ 10.07	$ 9.34	$ 8.14	$ 11.59	$ 11.41
Total Return ^{B, C, D}	3.57%	11.34%	23.02%	(23.83)%	8.65%	9.59%
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)	.06% ^A	1.90%	3.95%	3.29%	3.20%	2.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,457	$ 5,733	$ 6,833	$ 5,993	$ 9,203	$ 7,871
Portfolio turnover rate	33% ^A	42%	50%	51%	51%	56%
^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 $.80 per share is comprised of distributions from net investment income of $.335 and distributions from net realized gain of $.465 per share. ^K 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.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.08	$ 9.35	$ 8.14	$ 11.59	$ 11.41	$ 10.74
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.17	.33	.33	.37	.30
Net realized and unrealized gain (loss)	.35	.87	1.48	(3.06)	.60	.72
Total from investment operations	.35	1.04	1.81	(2.73)	.97	1.02
Distributions from net investment income	-	(.19)	(.34)	(.33)	(.32)	(.30)
Distributions from net realized gain	-	(.12)	(.26)	(.39)	(.47)	(.05)
Total distributions	-	(.31)	(.60) ^J	(.72)	(.79) ^I	(.35)
Net asset value, end of period	$ 10.43	$ 10.08	$ 9.35	$ 8.14	$ 11.59	$ 11.41
Total Return ^{B, C, D}	3.47%	11.24%	23.00%	(23.95)%	8.55%	9.48%
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)	(.04)% ^A	1.80%	3.85%	3.19%	3.10%	2.72%
Supplemental Data
Net assets, end of period (000 omitted)	$ 176	$ 179	$ 172	$ 250	$ 449	$ 414
Portfolio turnover rate	33% ^A	42%	50%	51%	51%	56%
^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 $.79 per share is comprised of distributions from net investment income of $.323 and distributions from net realized gain of $.465 per share. ^J 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.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.08	$ 9.35	$ 8.14	$ 11.59	$ 11.41	$ 10.74
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.16	.32	.31	.35	.29
Net realized and unrealized gain (loss)	.36	.86	1.48	(3.06)	.60	.71
Total from investment operations	.35	1.02	1.80	(2.75)	.95	1.00
Distributions from net investment income	-	(.18)	(.32)	(.31)	(.31)	(.28)
Distributions from net realized gain	-	(.12)	(.26)	(.39)	(.47)	(.05)
Total distributions	-	(.29) ^J	(.59) ^I	(.70)	(.77) ^H	(.33)
Net asset value, end of period	$ 10.43	$ 10.08	$ 9.35	$ 8.14	$ 11.59	$ 11.41
Total Return ^{B, C, D}	3.47%	11.06%	22.78%	(24.12)%	8.40%	9.34%
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)	(.19)% ^A	1.65%	3.70%	3.04%	2.95%	2.57%
Supplemental Data
Net assets, end of period (000 omitted)	$ 161	$ 157	$ 183	$ 271	$ 456	$ 413
Portfolio turnover rate	33% ^A	42%	50%	51%	51%	56%
^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 Total distributions of $.77 per share is comprised of distributions from net investment income of $.306 and distributions from net realized gain of $.465 per share. ^I 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. ^J 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)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	5.8	6.0
VIP Equity-Income Portfolio Initial Class	6.7	7.1
VIP Growth & Income Portfolio Initial Class	6.7	7.0
VIP Growth Portfolio Initial Class	6.9	7.0
VIP Mid Cap Portfolio Initial Class	2.4	2.4
VIP Value Portfolio Initial Class	5.8	6.1
VIP Value Strategies Portfolio Initial Class	2.4	2.6
	36.7	38.2
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	11.2	11.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	1.9	1.9
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.0	4.9
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.6	33.5
Short-Term Funds
VIP Money Market Portfolio Initial Class	10.7	10.2
Net Other Assets (Liabilities)	(0.1)	0.0*
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	36.7%
	Developed International Equity Funds	11.2%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.6%
	Short-Term Funds	10.7%
	Net Other Assets ^†	(0.1)%

fid511

Six months ago
	Domestic Equity Funds	38.2%
	Developed International Equity Funds	11.3%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	4.9%
	Investment Grade Bond Funds	33.5%
	Short-Term Funds	10.2%

fid519

Expected
	Domestic Equity Funds	36.0%
	Developed International Equity Funds	11.1%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.6%
	Short-Term Funds	11.3%

fid527

^† Net Other Assets are not included in the pie chart.

Semiannual Report

VIP Freedom 2010 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 36.7%
	Shares		Value
Domestic Equity Funds - 36.7%
VIP Contrafund Portfolio Initial Class	400,901		$ 10,070,637
VIP Equity-Income Portfolio Initial Class	579,205		11,728,892
VIP Growth & Income Portfolio Initial Class	886,666		11,703,992
VIP Growth Portfolio Initial Class	296,813		11,943,735
VIP Mid Cap Portfolio Initial Class	124,023		4,092,762
VIP Value Portfolio Initial Class	866,895		10,047,313
VIP Value Strategies Portfolio Initial Class	407,663		4,219,316
TOTAL DOMESTIC EQUITY FUNDS (Cost $65,089,293)		63,806,647
International Equity Funds - 13.1%

Developed International Equity Funds - 11.2%
VIP Overseas Portfolio Initial Class	1,099,614		19,419,180
Emerging Markets Equity Funds - 1.9%
VIP Emerging Markets Portfolio Initial Class	337,490		3,334,404
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $23,086,352)		22,753,584
Bond Funds - 39.6%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Initial Class	1,491,337		$ 8,679,582
Investment Grade Bond Funds - 34.6%
VIP Investment Grade Bond Portfolio Initial Class	4,617,198		60,023,567
TOTAL BOND FUNDS (Cost $67,249,722)		68,703,149
Short-Term Funds - 10.7%

VIP Money Market Portfolio Initial Class (Cost $18,621,981)	18,621,981		18,621,981
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $174,047,348)			173,885,361
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(115,545)
NET ASSETS - 100%		$ 173,769,816

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $174,047,348) - See accompanying schedule		$ 173,885,361
Receivable for investments sold		384,757
Receivable for fund shares sold		100,869
Total assets		174,370,987

Liabilities
Payable to custodian bank	$ 6,252
Payable for fund shares redeemed	566,522
Distribution and service plan fees payable	28,397
Total liabilities		601,171

Net Assets		$ 173,769,816
Net Assets consist of:
Paid in capital		$ 173,806,439
Accumulated net investment loss		(116,798)
Accumulated undistributed net realized gain (loss) on investments		242,162
Net unrealized appreciation (depreciation) on investments		(161,987)
Net Assets		$ 173,769,816

Initial Class: Net Asset Value, offering price and redemption price per share ($23,504,729 ÷ 2,130,158 shares)		$ 11.03

Service Class: Net Asset Value, offering price and redemption price per share ($20,727,281 ÷ 1,880,887 shares)		$ 11.02

Service Class 2: Net Asset Value, offering price and redemption price per share ($129,537,806 ÷ 11,804,721 shares)		$ 10.97

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 40,273

Expenses
Distribution and service plan fees	$ 164,916
Independent trustees' compensation	293
Total expenses before reductions	165,209
Expense reductions	(293)	164,916
Net investment income (loss)		(124,643)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	202,312
Capital gain distributions from underlying funds	970,728
Total net realized gain (loss)		1,173,040
Change in net unrealized appreciation (depreciation) on underlying funds		5,335,882
Net gain (loss)		6,508,922
Net increase (decrease) in net assets resulting from operations		$ 6,384,279

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

Semiannual Report

VIP Freedom 2010 Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (124,643)	$ 3,027,486
Net realized gain (loss)	1,173,040	2,094,428
Change in net unrealized appreciation (depreciation)	5,335,882	11,980,452
Net increase (decrease) in net assets resulting from operations	6,384,279	17,102,366
Distributions to shareholders from net investment income	-	(3,027,992)
Distributions to shareholders from net realized gain	(75,293)	(2,711,578)
Total distributions	(75,293)	(5,739,570)
Share transactions - net increase (decrease)	7,662,582	20,210,504
Total increase (decrease) in net assets	13,971,568	31,573,300

Net Assets
Beginning of period	159,798,248	128,224,948
End of period (including accumulated net investment loss of $116,798 and undistributed net investment income of $7,845, respectively)	$ 173,769,816	$ 159,798,248

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.61	$ 9.77	$ 8.23	$ 11.96	$ 11.59	$ 10.78
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.24	.38	.35	.36	.28
Net realized and unrealized gain (loss)	.43	1.02	1.60	(3.32)	.64	.78
Total from investment operations	.43	1.26	1.98	(2.97)	1.00	1.06
Distributions from net investment income	-	(.23)	(.37)	(.31)	(.30)	(.20)
Distributions from net realized gain	(.01)	(.19)	(.07)	(.45)	(.33)	(.05)
Total distributions	(.01)	(.42)	(.44)	(.76)	(.63)	(.25)
Net asset value, end of period	$ 11.03	$ 10.61	$ 9.77	$ 8.23	$ 11.96	$ 11.59
Total Return ^{B, C, D}	4.01%	12.95%	24.27%	(25.05)%	8.71%	9.82%
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)	.05% ^A	2.38%	4.22%	3.27%	2.95%	2.48%
Supplemental Data
Net assets, end of period (000 omitted)	$ 23,505	$ 22,573	$ 21,197	$ 24,962	$ 26,629	$ 20,992
Portfolio turnover rate	17% ^A	29%	28%	34%	21%	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%. ^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.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.60	$ 9.77	$ 8.23	$ 11.95	$ 11.58	$ 10.77
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.23	.37	.33	.35	.27
Net realized and unrealized gain (loss)	.43	1.01	1.60	(3.30)	.64	.78
Total from investment operations	.43	1.24	1.97	(2.97)	.99	1.05
Distributions from net investment income	-	(.21)	(.36)	(.30)	(.29)	(.19)
Distributions from net realized gain	(.01)	(.19)	(.07)	(.45)	(.33)	(.05)
Total distributions	(.01)	(.41) ^I	(.43)	(.75)	(.62)	(.24)
Net asset value, end of period	$ 11.02	$ 10.60	$ 9.77	$ 8.23	$ 11.95	$ 11.58
Total Return ^{B, C, D}	4.01%	12.74%	24.15%	(25.08)%	8.65%	9.78%
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)	(.05)% ^A	2.28%	4.12%	3.17%	2.85%	2.39%
Supplemental Data
Net assets, end of period (000 omitted)	$ 20,727	$ 19,259	$ 19,238	$ 17,137	$ 19,295	$ 5,984
Portfolio turnover rate	17% ^A	29%	28%	34%	21%	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 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 $.41 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.191 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.56	$ 9.74	$ 8.21	$ 11.92	$ 11.56	$ 10.76
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.22	.35	.32	.33	.25
Net realized and unrealized gain (loss)	.43	.99	1.60	(3.29)	.64	.78
Total from investment operations	.42	1.21	1.95	(2.97)	.97	1.03
Distributions from net investment income	-	(.20)	(.35)	(.29)	(.28)	(.18)
Distributions from net realized gain	(.01)	(.19)	(.07)	(.45)	(.33)	(.05)
Total distributions	(.01)	(.39)	(.42)	(.74)	(.61)	(.23)
Net asset value, end of period	$ 10.97	$ 10.56	$ 9.74	$ 8.21	$ 11.92	$ 11.56
Total Return ^{B, C, D}	3.93%	12.55%	23.95%	(25.17)%	8.42%	9.58%
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)	(.20)% ^A	2.13%	3.97%	3.02%	2.70%	2.24%
Supplemental Data
Net assets, end of period (000 omitted)	$ 129,538	$ 117,966	$ 87,791	$ 66,370	$ 62,510	$ 38,662
Portfolio turnover rate	17% ^A	29%	28%	34%	21%	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 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.

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

Semiannual Report

VIP Freedom 2015 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	5.9	6.2
VIP Equity-Income Portfolio Initial Class	6.9	7.3
VIP Growth & Income Portfolio Initial Class	6.9	7.2
VIP Growth Portfolio Initial Class	7.1	7.2
VIP Mid Cap Portfolio Initial Class	2.4	2.5
VIP Value Portfolio Initial Class	5.9	6.2
VIP Value Strategies Portfolio Initial Class	2.5	2.6
	37.6	39.2
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	11.4	11.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.0	1.9
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.1	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.4	33.1
Short-Term Funds
VIP Money Market Portfolio Initial Class	9.5	9.1
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)
Current
	Domestic Equity Funds	37.6%
	Developed International Equity Funds	11.4%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	34.4%
	Short-Term Funds	9.5%

fid535

Six months ago
	Domestic Equity Funds	39.2%
	Developed International Equity Funds	11.7%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	33.1%
	Short-Term Funds	9.1%

fid543

Expected
	Domestic Equity Funds	37.0%
	Developed International Equity Funds	11.5%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.7%
	Short-Term Funds	9.8%

fid551

Semiannual Report

VIP Freedom 2015 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 37.6%
	Shares		Value
Domestic Equity Funds - 37.6%
VIP Contrafund Portfolio Initial Class	246,678		$ 6,196,559
VIP Equity-Income Portfolio Initial Class	356,766		7,224,518
VIP Growth & Income Portfolio Initial Class	546,161		7,209,323
VIP Growth Portfolio Initial Class	182,828		7,356,997
VIP Mid Cap Portfolio Initial Class	76,342		2,519,292
VIP Value Portfolio Initial Class	533,351		6,181,535
VIP Value Strategies Portfolio Initial Class	251,008		2,597,935
TOTAL DOMESTIC EQUITY FUNDS (Cost $37,466,716)		39,286,159
International Equity Funds - 13.4%

Developed International Equity Funds - 11.4%
VIP Overseas Portfolio Initial Class	676,961		11,955,133
Emerging Markets Equity Funds - 2.0%
VIP Emerging Markets Portfolio Initial Class	207,613		2,051,217
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $13,508,365)		14,006,350
Bond Funds - 39.5%
	Shares		Value
High Yield Bond Funds - 5.1%
VIP High Income Portfolio Initial Class	904,936		$ 5,266,725
Investment Grade Bond Funds - 34.4%
VIP Investment Grade Bond Portfolio Initial Class	2,764,125		35,933,621
TOTAL BOND FUNDS (Cost $40,113,015)		41,200,346
Short-Term Funds - 9.5%

VIP Money Market Portfolio Initial Class (Cost $9,959,058)	9,959,058		9,959,058
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $101,047,154)			104,451,913
NET OTHER ASSETS (LIABILITIES) - 0.0%			(12,315)
NET ASSETS - 100%		$ 104,439,598

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $101,047,154) - See accompanying schedule		$ 104,451,913
Cash		49,908
Receivable for investments sold		69,503
Receivable for fund shares sold		50,015
Total assets		104,621,339

Liabilities
Payable for investments purchased	$ 80,456
Payable for fund shares redeemed	89,061
Distribution and service plan fees payable	12,224
Total liabilities		181,741

Net Assets		$ 104,439,598
Net Assets consist of:
Paid in capital		$ 100,844,701
Accumulated net investment loss		(49,469)
Accumulated undistributed net realized gain (loss) on investments		239,607
Net unrealized appreciation (depreciation) on investments		3,404,759
Net Assets		$ 104,439,598

Initial Class: Net Asset Value, offering price and redemption price per share ($41,493,600 ÷ 3,724,619 shares)		$ 11.14

Service Class: Net Asset Value, offering price and redemption price per share ($5,365,761 ÷ 482,139 shares)		$ 11.13

Service Class 2: Net Asset Value, offering price and redemption price per share ($57,580,237 ÷ 5,196,201 shares)		$ 11.08

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 24,368

Expenses
Distribution and service plan fees	$ 73,837
Independent trustees' compensation	182
Total expenses before reductions	74,019
Expense reductions	(182)	73,837
Net investment income (loss)		(49,469)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	137,958
Capital gain distributions from underlying funds	607,010
Total net realized gain (loss)		744,968
Change in net unrealized appreciation (depreciation) on underlying funds		3,382,143
Net gain (loss)		4,127,111
Net increase (decrease) in net assets resulting from operations		$ 4,077,642

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (49,469)	$ 1,902,444
Net realized gain (loss)	744,968	866,011
Change in net unrealized appreciation (depreciation)	3,382,143	8,117,654
Net increase (decrease) in net assets resulting from operations	4,077,642	10,886,109
Distributions to shareholders from net investment income	-	(1,907,875)
Distributions to shareholders from net realized gain	-	(1,118,696)
Total distributions	-	(3,026,571)
Share transactions - net increase (decrease)	1,992,420	9,160,517
Total increase (decrease) in net assets	6,070,062	17,020,055

Net Assets
Beginning of period	98,369,536	81,349,481
End of period (including accumulated net investment loss of $49,469 and undistributed net investment income of $0, respectively)	$ 104,439,598	$ 98,369,536

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.70	$ 9.78	$ 8.19	$ 12.29	$ 11.93	$ 10.95
Income from Investment Operations
Net investment income (loss) ^E	-^I	.23	.38	.33	.37	.27
Net realized and unrealized gain (loss)	.44	1.04	1.67	(3.61)	.73	.94
Total from investment operations	.44	1.27	2.05	(3.28)	1.10	1.21
Distributions from net investment income	-	(.23)	(.34)	(.30)	(.36)	(.14)
Distributions from net realized gain	-	(.13)	(.12)	(.52)	(.38)	(.09)
Total distributions	-	(.35)^J	(.46)	(.82)^K	(.74)	(.23)
Net asset value, end of period	$ 11.14	$ 10.70	$ 9.78	$ 8.19	$ 12.29	$ 11.93
Total Return^B,C,D	4.11%	13.09%	25.28%	(27.03)%	9.33%	11.04%
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)	.05% ^A	2.30%	4.21%	3.11%	2.93%	2.34%
Supplemental Data
Net assets, end of period (000 omitted)	$ 41,494	$ 39,535	$ 37,291	$ 25,977	$ 33,780	$ 23,712
Portfolio turnover rate	24% ^A	30%	23%	27%	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%. ^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 $.35 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.127 per share. ^K 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.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.69	$ 9.77	$ 8.19	$ 12.29	$ 11.93	$ 10.95
Income from Investment Operations
Net investment income (loss) ^E	-^H	.22	.37	.31	.35	.26
Net realized and unrealized gain (loss)	.44	1.05	1.66	(3.60)	.74	.94
Total from investment operations	.44	1.27	2.03	(3.29)	1.09	1.20
Distributions from net investment income	-	(.22)	(.33)	(.29)	(.35)	(.13)
Distributions from net realized gain	-	(.13)	(.12)	(.52)	(.38)	(.09)
Total distributions	-	(.35)	(.45)	(.81)^I	(.73)	(.22)
Net asset value, end of period	$ 11.13	$ 10.69	$ 9.77	$ 8.19	$ 12.29	$ 11.93
Total Return^B,C,D	4.12%	13.00%	25.06%	(27.10)%	9.23%	10.94%
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)	(.05)% ^A	2.20%	4.12%	3.01%	2.83%	2.24%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,366	$ 2,723	$ 1,524	$ 936	$ 477	$ 427
Portfolio turnover rate	24% ^A	30%	23%	27%	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 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 $.81 per share is comprised of distributions from net investment income of $.294 and distributions from net realized gain of $.515 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.65	$ 9.74	$ 8.16	$ 12.26	$ 11.91	$ 10.94
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.21	.35	.30	.33	.24
Net realized and unrealized gain (loss)	.44	1.03	1.67	(3.61)	.74	.95
Total from investment operations	.43	1.24	2.02	(3.31)	1.07	1.19
Distributions from net investment income	-	(.20)	(.32)	(.28)	(.34)	(.13)
Distributions from net realized gain	-	(.13)	(.12)	(.52)	(.38)	(.09)
Total distributions	-	(.33)	(.44)	(.79)^H	(.72)	(.22)
Net asset value, end of period	$ 11.08	$ 10.65	$ 9.74	$ 8.16	$ 12.26	$ 11.91
Total Return^B,C,D	4.04%	12.79%	25.02%	(27.30)%	9.07%	10.84%
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)	(.20)% ^A	2.05%	3.97%	2.86%	2.68%	2.09%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,580	$ 56,112	$ 42,534	$ 25,855	$ 24,497	$ 9,984
Portfolio turnover rate	24% ^A	30%	23%	27%	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 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 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.

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

Semiannual Report

VIP Freedom 2020 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	7.0	7.3
VIP Equity-Income Portfolio Initial Class	8.1	8.6
VIP Growth & Income Portfolio Initial Class	8.1	8.5
VIP Growth Portfolio Initial Class	8.3	8.6
VIP Mid Cap Portfolio Initial Class	2.8	3.0
VIP Value Portfolio Initial Class	6.9	7.3
VIP Value Strategies Portfolio Initial Class	2.9	3.1
	44.1	46.4
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	13.5	13.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.3	2.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	6.5	6.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	29.5	27.6
Short-Term Funds
VIP Money Market Portfolio Initial Class	4.1	3.4
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)
Current
	Domestic Equity Funds	44.1%
	Developed International Equity Funds	13.5%
	Emerging Markets Equity Funds	2.3%
	High Yield Bond Funds	6.5%
	Investment Grade Bond Funds	29.5%
	Short-Term Funds	4.1%

fid560

Six months ago
	Domestic Equity Funds	46.4%
	Developed International Equity Funds	13.8%
	Emerging Markets Equity Funds	2.3%
	High Yield Bond Funds	6.5%
	Investment Grade Bond Funds	27.6%
	Short-Term Funds	3.4%

fid568

Expected
	Domestic Equity Funds	42.3%
	Developed International Equity Funds	13.1%
	Emerging Markets Equity Funds	2.3%
	High Yield Bond Funds	6.2%
	Investment Grade Bond Funds	30.9%
	Short-Term Funds	5.2%

fid576

Semiannual Report

VIP Freedom 2020 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 44.1%
	Shares		Value
Domestic Equity Funds - 44.1%
VIP Contrafund Portfolio Initial Class	1,327,479		$ 33,346,285
VIP Equity-Income Portfolio Initial Class	1,917,621		38,831,833
VIP Growth & Income Portfolio Initial Class	2,935,597		38,749,880
VIP Growth Portfolio Initial Class	982,481		39,535,031
VIP Mid Cap Portfolio Initial Class	411,122		13,567,015
VIP Value Portfolio Initial Class	2,870,855		33,273,205
VIP Value Strategies Portfolio Initial Class	1,350,654		13,979,273
TOTAL DOMESTIC EQUITY FUNDS (Cost $198,478,741)		211,282,522
International Equity Funds - 15.8%

Developed International Equity Funds - 13.5%
VIP Overseas Portfolio Initial Class	3,656,600		64,575,563
Emerging Markets Equity Funds - 2.3%
VIP Emerging Markets Portfolio Initial Class	1,123,596		11,101,127
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $72,291,066)		75,676,690
Bond Funds - 36.0%
	Shares		Value
High Yield Bond Funds - 6.5%
VIP High Income Portfolio Initial Class	5,354,051		$ 31,160,580
Investment Grade Bond Funds - 29.5%
VIP Investment Grade Bond Portfolio Initial Class	10,878,449		141,419,831
TOTAL BOND FUNDS (Cost $169,550,320)		172,580,411
Short-Term Funds - 4.1%

VIP Money Market Portfolio Initial Class (Cost $19,936,655)	19,936,655		19,936,655
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $460,256,782)			479,476,278
NET OTHER ASSETS (LIABILITIES) - 0.0%			(81,243)
NET ASSETS - 100%		$ 479,395,035

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $460,256,782) - See accompanying schedule		$ 479,476,278
Cash		37,255
Receivable for fund shares sold		685,009
Total assets		480,198,542

Liabilities
Payable for investments purchased	$ 703,955
Payable for fund shares redeemed	17,635
Distribution and service plan fees payable	81,917
Total liabilities		803,507

Net Assets		$ 479,395,035
Net Assets consist of:
Paid in capital		$ 460,196,033
Accumulated net investment loss		(379,346)
Accumulated undistributed net realized gain (loss) on investments		358,852
Net unrealized appreciation (depreciation) on investments		19,219,496
Net Assets		$ 479,395,035

Initial Class: Net Asset Value, offering price and redemption price per share ($52,531,317 ÷ 4,740,600 shares)		$ 11.08

Service Class: Net Asset Value, offering price and redemption price per share ($38,620,225 ÷ 3,492,234 shares)		$ 11.06

Service Class 2: Net Asset Value, offering price and redemption price per share ($388,243,493 ÷ 35,225,861 shares)		$ 11.02

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 80,540
Interest		3
Total income		80,543

Expenses
Distribution and service plan fees	$ 459,889
Independent trustees' compensation	752
Total expenses before reductions	460,641
Expense reductions	(752)	459,889
Net investment income (loss)		(379,346)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	326,532
Capital gain distributions from underlying funds	2,115,689
Total net realized gain (loss)		2,442,221
Change in net unrealized appreciation (depreciation) on underlying funds		16,175,612
Net gain (loss)		18,617,833
Net increase (decrease) in net assets resulting from operations		$ 18,238,487

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

Semiannual Report

VIP Freedom 2020 Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (379,346)	$ 7,410,113
Net realized gain (loss)	2,442,221	1,627,031
Change in net unrealized appreciation (depreciation)	16,175,612	35,177,912
Net increase (decrease) in net assets resulting from operations	18,238,487	44,215,056
Distributions to shareholders from net investment income	-	(7,414,198)
Distributions to shareholders from net realized gain	-	(2,619,651)
Total distributions	-	(10,033,849)
Share transactions - net increase (decrease)	72,432,018	100,585,667
Total increase (decrease) in net assets	90,670,505	134,766,874

Net Assets
Beginning of period	388,724,530	253,957,656
End of period (including accumulated net investment loss of $379,346 and undistributed net investment income of $0, respectively)	$ 479,395,035	$ 388,724,530

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.59	$ 9.52	$ 7.71	$ 12.63	$ 12.10	$ 11.07
Income from Investment Operations
Net investment income (loss) ^E	-^H	.26	.33	.32	.35	.26
Net realized and unrealized gain (loss)	.49	1.11	1.88	(4.38)	.88	1.06
Total from investment operations	.49	1.37	2.21	(4.06)	1.23	1.32
Distributions from net investment income	-	(.22)	(.29)	(.28)	(.27)	(.18)
Distributions from net realized gain	-	(.08)	(.11)	(.59)	(.43)	(.11)
Total distributions	-	(.30)	(.40)^I	(.86)^J	(.70)^K	(.29)
Net asset value, end of period	$ 11.08	$ 10.59	$ 9.52	$ 7.71	$ 12.63	$ 12.10
Total Return^{B, C, D}	4.63%	14.49%	28.97%	(32.60)%	10.23%	11.95%
Ratios to Average Net Assets^{F, G}
Expenses before reductions ^L	.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)	.04% ^A	2.61%	3.93%	3.07%	2.76%	2.21%
Supplemental Data
Net assets, end of period (000 omitted)	$ 52,531	$ 45,225	$ 38,330	$ 33,089	$ 31,465	$ 21,356
Portfolio turnover rate	11% ^A	21%	18%	24%	12%	21%
^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 $.40 per share is comprised of distributions from net investment income of $.293 and distributions from net realized gain of $.107 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 $.70 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.425 per share. ^L Amount represents less than .01%.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.58	$ 9.50	$ 7.70	$ 12.62	$ 12.09	$ 11.07
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.25	.32	.31	.34	.25
Net realized and unrealized gain (loss)	.48	1.12	1.87	(4.38)	.88	1.06
Total from investment operations	.48	1.37	2.19	(4.07)	1.22	1.31
Distributions from net investment income	-	(.21)	(.29)	(.27)	(.26)	(.18)
Distributions from net realized gain	-	(.08)	(.11)	(.59)	(.43)	(.11)
Total distributions	-	(.29)	(.39)^I	(.85)^J	(.69)^K	(.29)
Net asset value, end of period	$ 11.06	$ 10.58	$ 9.50	$ 7.70	$ 12.62	$ 12.09
Total Return^B,C,D	4.54%	14.52%	28.78%	(32.71)%	10.17%	11.81%
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)	(.06)% ^A	2.51%	3.83%	2.97%	2.66%	2.11%
Supplemental Data
Net assets, end of period (000 omitted)	$ 38,620	$ 33,244	$ 25,941	$ 18,325	$ 19,881	$ 6,555
Portfolio turnover rate	11% ^A	21%	18%	24%	12%	21%
^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 $.39 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.107 per share. ^J 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. ^K Total distributions of $.69 per share is comprised of distributions from net investment income of $.264 and distributions from net realized gain of $.425 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.55	$ 9.48	$ 7.69	$ 12.60	$ 12.08	$ 11.06
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.23	.31	.30	.32	.23
Net realized and unrealized gain (loss)	.48	1.12	1.86	(4.37)	.87	1.07
Total from investment operations	.47	1.35	2.17	(4.07)	1.19	1.30
Distributions from net investment income	-	(.20)	(.28)	(.26)	(.25)	(.17)
Distributions from net realized gain	-	(.08)	(.11)	(.59)	(.43)	(.11)
Total distributions	-	(.28)	(.38)^H	(.84)^I	(.67)^J	(.28)
Net asset value, end of period	$ 11.02	$ 10.55	$ 9.48	$ 7.69	$ 12.60	$ 12.08
Total Return^B,C,D	4.45%	14.33%	28.55%	(32.80)%	9.97%	11.70%
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)	(.21)% ^A	2.36%	3.68%	2.82%	2.51%	1.96%
Supplemental Data
Net assets, end of period (000 omitted)	$ 388,243	$ 310,255	$ 189,686	$ 106,530	$ 119,395	$ 56,810
Portfolio turnover rate	11% ^A	21%	18%	24%	12%	21%
^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 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. ^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 $.67 per share is comprised of distributions from net investment income of $.249 and distributions from net realized gain of $.425 per share.

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

Semiannual Report

VIP Freedom 2025 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.1	8.3
VIP Equity-Income Portfolio Initial Class	9.4	9.7
VIP Growth & Income Portfolio Initial Class	9.4	9.7
VIP Growth Portfolio Initial Class	9.6	9.7
VIP Mid Cap Portfolio Initial Class	3.3	3.4
VIP Value Portfolio Initial Class	8.0	8.3
VIP Value Strategies Portfolio Initial Class	3.4	3.5
	51.2	52.6
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	15.7	15.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.7	2.6
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.5	7.3
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	22.8	21.7
Short-Term Funds
VIP Money Market Portfolio Initial 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)
Current
	Domestic Equity Funds	51.2%
	Developed International Equity Funds	15.7%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	22.8%
	Short-Term Funds	0.1%

fid584

Six months ago
	Domestic Equity Funds	52.6%
	Developed International Equity Funds	15.7%
	Emerging Markets Equity Funds	2.6%
	High Yield Bond Funds	7.3%
	Investment Grade Bond Funds	21.7%
	Short-Term Funds	0.1%

fid592

Expected
	Domestic Equity Funds	50.2%
	Developed International Equity Funds	15.6%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	23.7%
	Short-Term Funds	0.3%

fid600

Semiannual Report

VIP Freedom 2025 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 51.2%
	Shares		Value
Domestic Equity Funds - 51.2%
VIP Contrafund Portfolio Initial Class	152,545		$ 3,831,931
VIP Equity-Income Portfolio Initial Class	220,548		4,466,098
VIP Growth & Income Portfolio Initial Class	337,638		4,456,823
VIP Growth Portfolio Initial Class	113,040		4,548,742
VIP Mid Cap Portfolio Initial Class	47,299		1,560,863
VIP Value Portfolio Initial Class	329,757		3,821,885
VIP Value Strategies Portfolio Initial Class	155,497		1,609,392
TOTAL DOMESTIC EQUITY FUNDS (Cost $23,234,970)		24,295,734
International Equity Funds - 18.4%

Developed International Equity Funds - 15.7%
VIP Overseas Portfolio Initial Class	421,404		7,442,001
Emerging Markets Equity Funds - 2.7%
VIP Emerging Markets Portfolio Initial Class	129,631		1,280,754
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $8,413,607)		8,722,755
Bond Funds - 30.3%
	Shares		Value
High Yield Bond Funds - 7.5%
VIP High Income Portfolio Initial Class	612,189		$ 3,562,937
Investment Grade Bond Funds - 22.8%
VIP Investment Grade Bond Portfolio Initial Class	831,607		10,810,888
TOTAL BOND FUNDS (Cost $14,268,051)		14,373,825
Short-Term Funds - 0.1%

VIP Money Market Portfolio Initial Class (Cost $71,105)	71,105		71,105
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $45,987,733)			47,463,419
NET OTHER ASSETS (LIABILITIES) - 0.0%			398
NET ASSETS - 100%		$ 47,463,817

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $45,987,733) - See accompanying schedule		$ 47,463,419
Receivable for investments sold		8,868
Receivable for fund shares sold		12,178
Total assets		47,484,465

Liabilities
Payable to custodian bank	$ 35
Payable for investments purchased	4,855
Payable for fund shares redeemed	10,174
Distribution and service plan fees payable	5,584
Total liabilities		20,648

Net Assets		$ 47,463,817
Net Assets consist of:
Paid in capital		$ 46,072,945
Accumulated net investment loss		(25,589)
Accumulated undistributed net realized gain (loss) on investments		(59,225)
Net unrealized appreciation (depreciation) on investments		1,475,686
Net Assets		$ 47,463,817

Initial Class: Net Asset Value, offering price and redemption price per share ($17,294,563 ÷ 1,571,271 shares)		$ 11.01

Service Class: Net Asset Value, offering price and redemption price per share ($5,058,392 ÷ 460,008 shares)		$ 11.00

Service Class 2: Net Asset Value, offering price and redemption price per share ($25,110,862 ÷ 2,294,707 shares)		$ 10.94

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 6,892

Expenses
Distribution and service plan fees	$ 32,481
Independent trustees' compensation	80
Total expenses before reductions	32,561
Expense reductions	(80)	32,481
Net investment income (loss)		(25,589)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	29,910
Capital gain distributions from underlying funds	188,470
Total net realized gain (loss)		218,380
Change in net unrealized appreciation (depreciation) on underlying funds		1,939,092
Net gain (loss)		2,157,472
Net increase (decrease) in net assets resulting from operations		$ 2,131,883

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (25,589)	$ 797,639
Net realized gain (loss)	218,380	159,679
Change in net unrealized appreciation (depreciation)	1,939,092	3,475,839
Net increase (decrease) in net assets resulting from operations	2,131,883	4,433,157
Distributions to shareholders from net investment income	-	(799,512)
Distributions to shareholders from net realized gain	-	(217,768)
Total distributions	-	(1,017,280)
Share transactions - net increase (decrease)	3,732,704	14,354,269
Total increase (decrease) in net assets	5,864,587	17,770,146

Net Assets
Beginning of period	41,599,230	23,829,084
End of period (including accumulated net investment loss of $25,589 and undistributed net investment income of $0, respectively)	$ 47,463,817	$ 41,599,230

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 9.30	$ 7.49	$ 12.71	$ 12.18	$ 11.16
Income from Investment Operations
Net investment income (loss) ^E	-^I	.28	.32	.31	.38	.23
Net realized and unrealized gain (loss)	.52	1.19	1.89	(4.58)	.89	1.17
Total from investment operations	.52	1.47	2.21	(4.27)	1.27	1.40
Distributions from net investment income	-	(.21)	(.29)	(.28)	(.27)	(.21)
Distributions from net realized gain	-	(.06)	(.12)	(.67)	(.47)	(.17)
Total distributions	-	(.28)^J	(.40)^K	(.95)	(.74)	(.38)
Net asset value, end of period	$ 11.01	$ 10.49	$ 9.30	$ 7.49	$ 12.71	$ 12.18
Total Return^B,C,D	4.96%	15.79%	30.05%	(34.16)%	10.50%	12.49%
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)	.03% ^A	2.91%	3.84%	2.90%	2.95%	1.95%
Supplemental Data
Net assets, end of period (000 omitted)	$ 17,295	$ 17,388	$ 14,888	$ 11,015	$ 15,197	$ 8,363
Portfolio turnover rate	23% ^A	25%	30%	36%	20%	49%
^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 $.28 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.061 per share. ^K 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.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 9.30	$ 7.49	$ 12.70	$ 12.18	$ 11.16
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.27	.31	.29	.37	.22
Net realized and unrealized gain (loss)	.51	1.19	1.90	(4.56)	.87	1.16
Total from investment operations	.51	1.46	2.21	(4.27)	1.24	1.38
Distributions from net investment income	-	(.21)	(.28)	(.27)	(.25)	(.19)
Distributions from net realized gain	-	(.06)	(.12)	(.67)	(.47)	(.17)
Total distributions	-	(.27)	(.40)^I	(.94)	(.72)	(.36)
Net asset value, end of period	$ 11.00	$ 10.49	$ 9.30	$ 7.49	$ 12.70	$ 12.18
Total Return^B,C,D	4.86%	15.70%	29.96%	(34.20)%	10.31%	12.39%
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	2.81%	3.74%	2.80%	2.85%	1.85%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,058	$ 1,429	$ 679	$ 403	$ 497	$ 441
Portfolio turnover rate	23% ^A	25%	30%	36%	20%	49%
^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 $.40 per share is comprised of distributions from net investment income of $.278 and distributions from net realized gain of $.117 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.44	$ 9.27	$ 7.47	$ 12.68	$ 12.17	$ 11.16
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.26	.30	.28	.35	.20
Net realized and unrealized gain (loss)	.51	1.17	1.89	(4.57)	.89	1.16
Total from investment operations	.50	1.43	2.19	(4.29)	1.24	1.36
Distributions from net investment income	-	(.20)	(.27)	(.25)	(.26)	(.18)
Distributions from net realized gain	-	(.06)	(.12)	(.67)	(.47)	(.17)
Total distributions	-	(.26)	(.39)^H	(.92)	(.73)	(.35)
Net asset value, end of period	$ 10.94	$ 10.44	$ 9.27	$ 7.47	$ 12.68	$ 12.17
Total Return^B,C,D	4.79%	15.47%	29.79%	(34.36)%	10.26%	12.18%
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	2.67%	3.59%	2.65%	2.70%	1.70%
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,111	$ 22,782	$ 8,262	$ 3,676	$ 3,998	$ 556
Portfolio turnover rate	23% ^A	25%	30%	36%	20%	49%
^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 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.

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

Semiannual Report

VIP Freedom 2030 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.5	8.9
VIP Equity-Income Portfolio Initial Class	10.0	10.4
VIP Growth & Income Portfolio Initial Class	9.9	10.3
VIP Growth Portfolio Initial Class	10.1	10.4
VIP Mid Cap Portfolio Initial Class	3.5	3.6
VIP Value Portfolio Initial Class	8.5	8.9
VIP Value Strategies Portfolio Initial Class	3.6	3.8
	54.1	56.3
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	16.6	16.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.9	2.8
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.5	7.2
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	18.9	17.0
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)
Current
	Domestic Equity Funds	54.1%
	Developed International Equity Funds	16.6%
	Emerging Markets Equity Funds	2.9%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	18.9%

fid607

Six months ago
	Domestic Equity Funds	56.3%
	Developed International Equity Funds	16.7%
	Emerging Markets Equity Funds	2.8%
	High Yield Bond Funds	7.2%
	Investment Grade Bond Funds	17.0%

fid614

Expected
	Domestic Equity Funds	52.6%
	Developed International Equity Funds	16.3%
	Emerging Markets Equity Funds	2.9%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	20.7%

fid621

Semiannual Report

VIP Freedom 2030 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 54.1%
	Shares		Value
Domestic Equity Funds - 54.1%
VIP Contrafund Portfolio Initial Class	402,114		$ 10,101,106
VIP Equity-Income Portfolio Initial Class	581,693		11,779,289
VIP Growth & Income Portfolio Initial Class	890,455		11,754,006
VIP Growth Portfolio Initial Class	298,065		11,994,153
VIP Mid Cap Portfolio Initial Class	124,607		4,112,035
VIP Value Portfolio Initial Class	869,503		10,077,545
VIP Value Strategies Portfolio Initial Class	409,639		4,239,759
TOTAL DOMESTIC EQUITY FUNDS (Cost $62,975,591)		64,057,893
International Equity Funds - 19.5%

Developed International Equity Funds - 16.6%
VIP Overseas Portfolio Initial Class	1,111,876		19,635,727
Emerging Markets Equity Funds - 2.9%
VIP Emerging Markets Portfolio Initial Class	342,003		3,378,992
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $22,759,103)		23,014,719
Bond Funds - 26.4%
	Shares		Value
High Yield Bond Funds - 7.5%
VIP High Income Portfolio Initial Class	1,529,999		$ 8,904,592
Investment Grade Bond Funds - 18.9%
VIP Investment Grade Bond Portfolio Initial Class	1,719,930		22,359,093
TOTAL BOND FUNDS (Cost $30,881,055)		31,263,685
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $116,615,749)			118,336,297
NET OTHER ASSETS (LIABILITIES) - 0.0%			(40,488)
NET ASSETS - 100%		$ 118,295,809

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, 2011 (Unaudited)
Assets
Investment in securities, at value (cost $116,615,749) - See accompanying schedule		$ 118,336,297
Receivable for fund shares sold		298,308
Total assets		118,634,605

Liabilities
Payable to custodian bank	$ 18,637
Payable for investments purchased	204,019
Payable for fund shares redeemed	102,081
Distribution and service plan fees payable	14,059
Total liabilities		338,796

Net Assets		$ 118,295,809
Net Assets consist of:
Paid in capital		$ 117,311,610
Accumulated net investment loss		(67,212)
Accumulated undistributed net realized gain (loss) on investments		(669,137)
Net unrealized appreciation (depreciation) on investments		1,720,548
Net Assets		$ 118,295,809

Initial Class: Net Asset Value, offering price and redemption price per share ($32,357,829 ÷ 3,017,027 shares)		$ 10.73

Service Class: Net Asset Value, offering price and redemption price per share ($28,971,510 ÷ 2,705,332 shares)		$ 10.71

Service Class 2: Net Asset Value, offering price and redemption price per share ($56,966,470 ÷ 5,335,080 shares)		$ 10.68

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 14,555
Interest		1
Total income		14,556

Expenses
Distribution and service plan fees	$ 81,768
Independent trustees' compensation	196
Total expenses before reductions	81,964
Expense reductions	(196)	81,768
Net investment income (loss)		(67,212)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	15,383
Capital gain distributions from underlying funds	374,725
Total net realized gain (loss)		390,108
Change in net unrealized appreciation (depreciation) on underlying funds		4,866,999
Net gain (loss)		5,257,107
Net increase (decrease) in net assets resulting from operations		$ 5,189,895

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

Semiannual Report

VIP Freedom 2030 Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (67,212)	$ 1,775,471
Net realized gain (loss)	390,108	472,595
Change in net unrealized appreciation (depreciation)	4,866,999	10,749,816
Net increase (decrease) in net assets resulting from operations	5,189,895	12,997,882
Distributions to shareholders from net investment income	-	(1,775,488)
Distributions to shareholders from net realized gain	-	(668,951)
Total distributions	-	(2,444,439)
Share transactions - net increase (decrease)	11,478,020	16,267,172
Total increase (decrease) in net assets	16,667,915	26,820,615

Net Assets
Beginning of period	101,627,894	74,807,279
End of period (including accumulated net investment loss of $67,212 and undistributed net investment income of $0 respectively)	$ 118,295,809	$ 101,627,894

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.21	$ 9.03	$ 7.12	$ 13.02	$ 12.44	$ 11.27
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.21	.24	.28	.34	.24
Net realized and unrealized gain (loss)	.52	1.24	1.96	(5.14)	1.06	1.25
Total from investment operations	.52	1.45	2.20	(4.86)	1.40	1.49
Distributions from net investment income	-	(.20)	(.18)	(.25)	(.28)	(.19)
Distributions from net realized gain	-	(.07)	(.11)	(.80)	(.54)	(.13)
Total distributions	-	(.27)	(.29)	(1.04) ^J	(.82)	(.32)
Net asset value, end of period	$ 10.73	$ 10.21	$ 9.03	$ 7.12	$ 13.02	$ 12.44
Total Return ^{B, C, D}	5.09%	16.08%	31.66%	(38.04)%	11.37%	13.20%
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	2.25%	3.13%	2.69%	2.56%	2.05%
Supplemental Data
Net assets, end of period (000 omitted)	$ 32,358	$ 28,917	$ 23,836	$ 19,592	$ 23,767	$ 14,298
Portfolio turnover rate	17% ^A	25%	24%	23%	17%	32%
^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 $1.04 per share is comprised of distributions from net investment income of $.245 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

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 9.02	$ 7.12	$ 13.01	$ 12.44	$ 11.27
Income from Investment Operations
Net investment income (loss) ^E	- ^H	.20	.24	.27	.33	.23
Net realized and unrealized gain (loss)	.51	1.24	1.94	(5.13)	1.05	1.25
Total from investment operations	.51	1.44	2.18	(4.86)	1.38	1.48
Distributions from net investment income	-	(.19)	(.17)	(.24)	(.27)	(.18)
Distributions from net realized gain	-	(.07)	(.11)	(.80)	(.54)	(.13)
Total distributions	-	(.26)	(.28)	(1.03) ^I	(.81)	(.31)
Net asset value, end of period	$ 10.71	$ 10.20	$ 9.02	$ 7.12	$ 13.01	$ 12.44
Total Return ^{B, C, D}	5.00%	16.00%	31.40%	(38.08)%	11.21%	13.15%
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	2.15%	3.03%	2.59%	2.46%	1.95%
Supplemental Data
Net assets, end of period (000 omitted)	$ 28,972	$ 23,137	$ 16,162	$ 10,298	$ 12,884	$ 3,867
Portfolio turnover rate	17% ^A	25%	24%	23%	17%	32%
^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 $1.03 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.795 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 10.18	$ 9.00	$ 7.11	$ 12.99	$ 12.42	$ 11.26
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.19	.23	.26	.31	.21
Net realized and unrealized gain (loss)	.51	1.24	1.93	(5.12)	1.05	1.25
Total from investment operations	.50	1.43	2.16	(4.86)	1.36	1.46
Distributions from net investment income	-	(.17)	(.16)	(.22)	(.25)	(.17)
Distributions from net realized gain	-	(.07)	(.11)	(.80)	(.54)	(.13)
Total distributions	-	(.25) ^H	(.27)	(1.02) ^I	(.79)	(.30)
Net asset value, end of period	$ 10.68	$ 10.18	$ 9.00	$ 7.11	$ 12.99	$ 12.42
Total Return ^{B, C, D}	4.91%	15.89%	31.18%	(38.17)%	11.08%	12.92%
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	2.01%	2.88%	2.44%	2.31%	1.80%
Supplemental Data
Net assets, end of period (000 omitted)	$ 56,966	$ 49,574	$ 34,809	$ 19,273	$ 24,148	$ 15,774
Portfolio turnover rate	17% ^A	25%	24%	23%	17%	32%
^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 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 1.02 per is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.795 per share.

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

Semiannual Report

VIP Freedom 2035 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.7	9.8
VIP Equity-Income Portfolio Initial Class	11.2	11.5
VIP Growth & Income Portfolio Initial Class	11.2	11.4
VIP Growth Portfolio Initial Class	11.4	11.4
VIP Mid Cap Portfolio Initial Class	3.9	4.0
VIP Value Portfolio Initial Class	9.6	9.8
VIP Value Strategies Portfolio Initial Class	4.1	4.2
	61.1	62.1
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	18.8	18.4
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.2	3.0
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.5	7.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	9.4	9.4
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)
Current
	Domestic Equity Funds	61.1%
	Developed International Equity Funds	18.8%
	Emerging Markets Equity Funds	3.2%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	9.4%

fid628

Six months ago
	Domestic Equity Funds	62.1%
	Developed International Equity Funds	18.4%
	Emerging Markets Equity Funds	3.0%
	High Yield Bond Funds	7.1%
	Investment Grade Bond Funds	9.4%

fid638

Expected
	Domestic Equity Funds	60.3%
	Developed International Equity Funds	18.6%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	10.3%

fid645

Semiannual Report

VIP Freedom 2035 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 61.1%
	Shares		Value
Domestic Equity Funds - 61.1%
VIP Contrafund Portfolio Initial Class	2,139		$ 53,732
VIP Equity-Income Portfolio Initial Class	3,091		62,587
VIP Growth & Income Portfolio Initial Class	4,732		62,461
VIP Growth Portfolio Initial Class	1,584		63,723
VIP Mid Cap Portfolio Initial Class	663		21,883
VIP Value Portfolio Initial Class	4,625		53,604
VIP Value Strategies Portfolio Initial Class	2,178		22,543
TOTAL DOMESTIC EQUITY FUNDS (Cost $223,523)		340,533
International Equity Funds - 22.0%

Developed International Equity Funds - 18.8%
VIP Overseas Portfolio Initial Class	5,916		104,472
Emerging Markets Equity Funds - 3.2%
VIP Emerging Markets Portfolio Initial Class	1,824		18,023
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $89,290)		122,495
Bond Funds - 16.9%
	Shares		Value
High Yield Bond Funds - 7.5%
VIP High Income Portfolio Initial Class	7,220		$ 42,021
Investment Grade Bond Funds - 9.4%
VIP Investment Grade Bond Portfolio Initial Class	4,036		52,472
TOTAL BOND FUNDS (Cost $82,852)		94,493
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $395,665)			557,521
NET OTHER ASSETS (LIABILITIES) - 0.0%			(74)
NET ASSETS - 100%		$ 557,447

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $395,665) - See accompanying schedule		$ 557,521
Cash		1
Receivable for investments sold		3
Receivable for fund shares sold		2,153
Total assets		559,678

Liabilities
Payable for investments purchased	$ 2,133
Payable for fund shares redeemed	24
Distribution and service plan fees payable	74
Total liabilities		2,231

Net Assets		$ 557,447
Net Assets consist of:
Paid in capital		$ 396,099
Accumulated net investment loss		(380)
Accumulated undistributed net realized gain (loss) on investments		(128)
Net unrealized appreciation (depreciation) on investments		161,856
Net Assets		$ 557,447

Initial Class: Net Asset Value, offering price and redemption price per share ($115,461 ÷ 7,461.4 shares)		$ 15.47

Service Class: Net Asset Value, offering price and redemption price per share ($109,555 ÷ 7,083.0 shares)		$ 15.47

Service Class 2: Net Asset Value, offering price and redemption price per share ($332,431 ÷ 21,534.4 shares)		$ 15.44

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 56

Expenses
Distribution and service plan fees	$ 436
Total expenses		436
Net investment income (loss)		(380)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(634)
Capital gain distributions from underlying funds	1,182
Total net realized gain (loss)		548
Change in net unrealized appreciation (depreciation) on underlying funds		25,157
Net gain (loss)		25,705
Net increase (decrease) in net assets resulting from operations		$ 25,325

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (380)	$ 7,448
Net realized gain (loss)	548	25,939
Change in net unrealized appreciation (depreciation)	25,157	27,693
Net increase (decrease) in net assets resulting from operations	25,325	61,080
Distributions to shareholders from net investment income	-	(7,448)
Distributions to shareholders from net realized gain	(1,094)	(29,333)
Total distributions	(1,094)	(36,781)
Share transactions - net increase (decrease)	85,628	(3,350)
Total increase (decrease) in net assets	109,859	20,949

Net Assets
Beginning of period	447,588	426,639
End of period (including accumulated net investment loss of $380 and undistributed net investment income of $0, respectively)	$ 557,447	$ 447,588

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.74	$ 13.74	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	- ^H	.27	.25
Net realized and unrealized gain (loss)	.76	2.04	3.76
Total from investment operations	.77	2.31	4.01
Distributions from net investment income	-	(.28)	(.25)
Distributions from net realized gain	(.03)	(1.03)	(.01)
Total distributions	(.03)	(1.31)	(.27) ^I
Net asset value, end of period	$ 15.47	$ 14.74	$ 13.74
Total Return ^{B, C}	5.16%	17.01%	40.04%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.00% ^A	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00% ^A
Net investment income (loss)	.02% ^A	1.92%	2.78% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 115	$ 121	$ 144
Portfolio turnover rate	27% ^A	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. ^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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests. ^H Amount represents less than $.01 per share. ^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.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.74	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	.26	.24
Net realized and unrealized gain (loss)	.77	2.04	3.75
Total from investment operations	.76	2.30	3.99
Distributions from net investment income	-	(.26)	(.24)
Distributions from net realized gain	(.03)	(1.03)	(.01)
Total distributions	(.03)	(1.29)	(.26) ^H
Net asset value, end of period	$ 15.47	$ 14.74	$ 13.73
Total Return ^{B, C}	5.16%	16.97%	39.85%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10% ^A	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	1.82%	2.68% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 110	$ 116	$ 140
Portfolio turnover rate	27% ^A	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. ^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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests. ^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.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.72	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.24	.23
Net realized and unrealized gain (loss)	.77	2.03	3.74
Total from investment operations	.75	2.27	3.97
Distributions from net investment income	-	(.26)	(.23)
Distributions from net realized gain	(.03)	(1.03)	(.01)
Total distributions	(.03)	(1.28) ^H	(.24) ^I
Net asset value, end of period	$ 15.44	$ 14.72	$ 13.73
Total Return ^{B, C}	5.10%	16.76%	39.72%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25% ^A	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	1.67%	2.53% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 332	$ 211	$ 143
Portfolio turnover rate	27% ^A	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. ^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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests. ^H 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. ^I 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.

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

Semiannual Report

VIP Freedom 2040 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.7	9.9
VIP Equity-Income Portfolio Initial Class	11.3	11.5
VIP Growth & Income Portfolio Initial Class	11.2	11.5
VIP Growth Portfolio Initial Class	11.4	11.5
VIP Mid Cap Portfolio Initial Class	3.9	4.0
VIP Value Portfolio Initial Class	9.7	9.9
VIP Value Strategies Portfolio Initial Class	4.1	4.2
	61.3	62.5
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	18.8	18.6
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.3	3.2
High Yield Bond Funds
VIP High Income Portfolio Initial Class	8.3	8.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	8.3	7.6
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)
Current
	Domestic Equity Funds	61.3%
	Developed International Equity Funds	18.8%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	8.3%
	Investment Grade Bond Funds	8.3%

fid652

Six months ago
	Domestic Equity Funds	62.5%
	Developed International Equity Funds	18.6%
	Emerging Markets Equity Funds	3.2%
	High Yield Bond Funds	8.1%
	Investment Grade Bond Funds	7.6%

fid659

Expected
	Domestic Equity Funds	60.8%
	Developed International Equity Funds	18.8%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	7.9%
	Investment Grade Bond Funds	9.2%

fid666

Semiannual Report

VIP Freedom 2040 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 61.3%
	Shares		Value
Domestic Equity Funds - 61.3%
VIP Contrafund Portfolio Initial Class	10,825		$ 271,915
VIP Equity-Income Portfolio Initial Class	15,684		317,611
VIP Growth & Income Portfolio Initial Class	24,003		316,836
VIP Growth Portfolio Initial Class	8,004		322,089
VIP Mid Cap Portfolio Initial Class	3,370		111,195
VIP Value Portfolio Initial Class	23,469		272,002
VIP Value Strategies Portfolio Initial Class	11,022		114,074
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,598,503)		1,725,722
International Equity Funds - 22.1%

Developed International Equity Funds - 18.8%
VIP Overseas Portfolio Initial Class	30,054		530,760
Emerging Markets Equity Funds - 3.3%
VIP Emerging Markets Portfolio Initial Class	9,319		92,071
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $586,963)		622,831
Bond Funds - 16.6%
	Shares		Value
High Yield Bond Funds - 8.3%
VIP High Income Portfolio Initial Class	40,162		$ 233,740
Investment Grade Bond Funds - 8.3%
VIP Investment Grade Bond Portfolio Initial Class	18,025		234,321
TOTAL BOND FUNDS (Cost $452,870)		468,061
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $2,638,336)			2,816,614
NET OTHER ASSETS (LIABILITIES) - 0.0%			(280)
NET ASSETS - 100%		$ 2,816,334

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $2,638,336) - See accompanying schedule		$ 2,816,614
Receivable for fund shares sold		149,604
Total assets		2,966,218

Liabilities
Payable to custodian bank	$ 812
Payable for investments purchased	148,640
Payable for fund shares redeemed	308
Distribution and service plan fees payable	124
Total liabilities		149,884

Net Assets		$ 2,816,334
Net Assets consist of:
Paid in capital		$ 2,645,702
Accumulated net investment loss		(264)
Accumulated undistributed net realized gain (loss) on investments		(7,382)
Net unrealized appreciation (depreciation) on investments		178,278
Net Assets		$ 2,816,334

Initial Class: Net Asset Value, offering price and redemption price per share ($1,446,502 ÷ 98,024 shares)		$ 14.76

Service Class: Net Asset Value, offering price and redemption price per share ($1,205,998 ÷ 81,759 shares)		$ 14.75

Service Class 2: Net Asset Value, offering price and redemption price per share ($163,834 ÷ 11,119 shares)		$ 14.73

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 150

Expenses
Distribution and service plan fees	$ 414
Total expenses		414
Net investment income (loss)		(264)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(9,123)
Capital gain distributions from underlying funds	2,712
Total net realized gain (loss)		(6,411)
Change in net unrealized appreciation (depreciation) on underlying funds		29,729
Net gain (loss)		23,318
Net increase (decrease) in net assets resulting from operations		$ 23,054

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

Semiannual Report

VIP Freedom 2040 Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (264)	$ 8,762
Net realized gain (loss)	(6,411)	56,775
Change in net unrealized appreciation (depreciation)	29,729	37,318
Net increase (decrease) in net assets resulting from operations	23,054	102,855
Distributions to shareholders from net investment income	-	(8,846)
Distributions to shareholders from net realized gain	-	(62,347)
Total distributions	-	(71,193)
Share transactions - net increase (decrease)	2,254,893	80,183
Total increase (decrease) in net assets	2,277,947	111,845

Net Assets
Beginning of period	538,387	426,542
End of period (including accumulated net investment loss of $264 and undistributed net investment income of $0, respectively)	$ 2,816,334	$ 538,387

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	- ^H	.20	.26
Net realized and unrealized gain (loss)	.74	2.15	3.83
Total from investment operations	.74	2.35	4.09
Distributions from net investment income	-	(.28)	(.26)
Distributions from net realized gain	-	(1.87)	(.01)
Total distributions	-	(2.15)	(.27) ^I
Net asset value, end of period	$ 14.76	$ 14.02	$ 13.82
Total Return ^{B, C}	5.28%	17.19%	40.89%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.00% ^A	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00% ^A
Net investment income (loss)	.02% ^A	1.46%	2.81% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,447	$ 278	$ 145
Portfolio turnover rate	62% ^A	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 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. ^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 $.27 per share is comprised of distributions from net investment income of $.257 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

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	.19	.25
Net realized and unrealized gain (loss)	.74	2.14	3.83
Total from investment operations	.73	2.33	4.08
Distributions from net investment income	-	(.26)	(.25)
Distributions from net realized gain	-	(1.87)	(.01)
Total distributions	-	(2.13)	(.26) ^H
Net asset value, end of period	$ 14.75	$ 14.02	$ 13.82
Total Return ^{B, C}	5.21%	17.05%	40.80%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10% ^A	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	1.36%	2.71% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,206	$ 116	$ 141
Portfolio turnover rate	62% ^A	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 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. ^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 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.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.17	.23
Net realized and unrealized gain (loss)	.73	2.14	3.84
Total from investment operations	.71	2.31	4.07
Distributions from net investment income	-	(.24)	(.23)
Distributions from net realized gain	-	(1.87)	(.01)
Total distributions	-	(2.11)	(.25) ^H
Net asset value, end of period	$ 14.73	$ 14.02	$ 13.82
Total Return ^{B, C}	5.06%	16.92%	40.66%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25% ^A	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	1.21%	2.56% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 164	$ 144	$ 141
Portfolio turnover rate	62% ^A	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 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. ^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 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.

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

Semiannual Report

VIP Freedom 2045 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.9	10.1
VIP Equity-Income Portfolio Initial Class	11.6	11.8
VIP Growth & Income Portfolio Initial Class	11.6	11.7
VIP Growth Portfolio Initial Class	11.8	11.8
VIP Mid Cap Portfolio Initial Class	4.0	4.0
VIP Value Portfolio Initial Class	9.9	10.1
VIP Value Strategies Portfolio Initial Class	4.2	4.3
	63.0	63.8
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	19.3	18.9
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.4	3.1
High Yield Bond Funds
VIP High Income Portfolio Initial Class	10.0	9.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	4.3	4.7
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)
Current
	Domestic Equity Funds	63.0%
	Developed International Equity Funds	19.3%
	Emerging Markets Equity Funds	3.4%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	4.3%

fid673

Six months ago
	Domestic Equity Funds	63.8%
	Developed International Equity Funds	18.9%
	Emerging Markets Equity Funds	3.1%
	High Yield Bond Funds	9.5%
	Investment Grade Bond Funds	4.7%

fid680

Expected
	Domestic Equity Funds	62.2%
	Developed International Equity Funds	19.3%
	Emerging Markets Equity Funds	3.4%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	5.1%

fid687

Semiannual Report

VIP Freedom 2045 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%
	Shares		Value
Domestic Equity Funds - 63.0%
VIP Contrafund Portfolio Initial Class	1,601		$ 40,214
VIP Equity-Income Portfolio Initial Class	2,315		46,869
VIP Growth & Income Portfolio Initial Class	3,544		46,786
VIP Growth Portfolio Initial Class	1,186		47,730
VIP Mid Cap Portfolio Initial Class	496		16,382
VIP Value Portfolio Initial Class	3,464		40,145
VIP Value Strategies Portfolio Initial Class	1,630		16,871
TOTAL DOMESTIC EQUITY FUNDS (Cost $157,563)		254,997
International Equity Funds - 22.7%

Developed International Equity Funds - 19.3%
VIP Overseas Portfolio Initial Class	4,426		78,153
Emerging Markets Equity Funds - 3.4%
VIP Emerging Markets Portfolio Initial Class	1,368		13,513
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $62,418)		91,666
Bond Funds - 14.3%
	Shares		Value
High Yield Bond Funds - 10.0%
VIP High Income Portfolio Initial Class	6,962		$ 40,517
Investment Grade Bond Funds - 4.3%
VIP Investment Grade Bond Portfolio Initial Class	1,337		17,385
TOTAL BOND FUNDS (Cost $46,944)		57,902
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $266,925)			404,565
NET OTHER ASSETS (LIABILITIES) - 0.0%			(43)
NET ASSETS - 100%		$ 404,522

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $266,925) - See accompanying schedule		$ 404,565
Cash		1
Receivable for investments sold		41
Total assets		404,607

Liabilities
Payable for fund shares redeemed	$ 43
Distribution and service plan fees payable	42
Total liabilities		85

Net Assets		$ 404,522
Net Assets consist of:
Paid in capital		$ 255,901
Distributions in excess of net investment income		(192)
Accumulated undistributed net realized gain (loss) on investments		11,173
Net unrealized appreciation (depreciation) on investments		137,640
Net Assets		$ 404,522

Initial Class: Net Asset Value, offering price and redemption price per share ($114,965 ÷ 7,629 shares)		$ 15.07

Service Class: Net Asset Value, offering price and redemption price per share ($110,974 ÷ 7,369 shares)		$ 15.06

Service Class 2: Net Asset Value, offering price and redemption price per share ($178,583 ÷ 11,869 shares)		$ 15.05

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 37

Expenses
Distribution and service plan fees	$ 229
Total expenses		229
Net investment income (loss)		(192)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	10,914
Capital gain distributions from underlying funds	508
Total net realized gain (loss)		11,422
Change in net unrealized appreciation (depreciation) on underlying funds		8,236
Net gain (loss)		19,658
Net increase (decrease) in net assets resulting from operations		$ 19,466

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (192)	$ 6,151
Net realized gain (loss)	11,422	34,905
Change in net unrealized appreciation (depreciation)	8,236	16,858
Net increase (decrease) in net assets resulting from operations	19,466	57,914
Distributions to shareholders from net investment income	-	(6,187)
Distributions to shareholders from net realized gain	(7,868)	(31,255)
Total distributions	(7,868)	(37,442)
Share transactions - net increase (decrease)	29,076	(84,084)
Total increase (decrease) in net assets	40,674	(63,612)

Net Assets
Beginning of period	363,848	427,460
End of period (including distributions in excess of net investment income of $192 and undistributed net investment income of $0, respectively)	$ 404,522	$ 363,848

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	-^H	.24	.26
Net realized and unrealized gain (loss)	.78	2.14	3.87
Total from investment operations	.78	2.38	4.13
Distributions from net investment income	-	(.29)	(.26)
Distributions from net realized gain	(.32)	(1.34)	(.01)
Total distributions	(.32)	(1.63)	(.27)
Net asset value, end of period	$ 15.07	$ 14.61	$ 13.86
Total Return^B,C	5.32%	17.37%	41.28%
Ratios to Average Net Assets^E,G
Expenses before reductions	.00% ^A	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00% ^A
Net investment income (loss)	.02% ^A	1.65%	2.83% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 115	$ 121	$ 145
Portfolio turnover rate	25% ^A	17%	5% ^A

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	.22	.25
Net realized and unrealized gain (loss)	.78	2.14	3.87
Total from investment operations	.77	2.36	4.12
Distributions from net investment income	-	(.28)	(.25)
Distributions from net realized gain	(.32)	(1.34)	(.01)
Total distributions	(.32)	(1.61)^H	(.26)
Net asset value, end of period	$ 15.06	$ 14.61	$ 13.86
Total Return^B,C	5.25%	17.23%	41.19%
Ratios to Average Net Assets^E,G
Expenses before reductions	.10% ^A	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10% ^A
Expenses net of all reductions	.10%^A	.10%	.10% ^A
Net investment income (loss)	(.08)% ^A	1.55%	2.73% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 111	$ 117	$ 141
Portfolio turnover rate	25% ^A	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. ^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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests. ^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.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.61	$ 13.85	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.20	.24
Net realized and unrealized gain (loss)	.78	2.15	3.86
Total from investment operations	.76	2.35	4.10
Distributions from net investment income	-	(.25)	(.24)
Distributions from net realized gain	(.32)	(1.34)	(.01)
Total distributions	(.32)	(1.59)	(.25)
Net asset value, end of period	$ 15.05	$ 14.61	$ 13.85
Total Return^B,C	5.18%	17.15%	40.96%
Ratios to Average Net Assets^E,G
Expenses before reductions	.25% ^A	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25% ^A
Net investment income (loss)	(.23)% ^A	1.40%	2.58% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 179	$ 126	$ 141
Portfolio turnover rate	25% ^A	17%	5% ^A

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

Semiannual Report

VIP Freedom 2050 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.4	10.5
VIP Equity-Income Portfolio Initial Class	12.1	12.3
VIP Growth & Income Portfolio Initial Class	12.1	12.3
VIP Growth Portfolio Initial Class	12.3	12.3
VIP Mid Cap Portfolio Initial Class	4.2	4.2
VIP Value Portfolio Initial Class	10.4	10.6
VIP Value Strategies Portfolio Initial Class	4.3	4.5
	65.8	66.7
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	20.2	19.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.5	3.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	10.1	9.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	0.4	0.7
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)
Current
	Domestic Equity Funds	65.8%
	Developed International Equity Funds	20.2%
	Emerging Markets Equity Funds	3.5%
	High Yield Bond Funds	10.1%
	Investment Grade Bond Funds	0.4%

fid694

Six months ago
	Domestic Equity Funds	66.7%
	Developed International Equity Funds	19.8%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	9.5%
	Investment Grade Bond Funds	0.7%

fid701

Expected
	Domestic Equity Funds	64.4%
	Developed International Equity Funds	19.9%
	Emerging Markets Equity Funds	3.5%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	2.2%

fid708

Semiannual Report

VIP Freedom 2050 Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 65.8%
	Shares		Value
Domestic Equity Funds - 65.8%
VIP Contrafund Portfolio Initial Class	2,310		$ 58,028
VIP Equity-Income Portfolio Initial Class	3,339		67,620
VIP Growth & Income Portfolio Initial Class	5,113		67,485
VIP Growth Portfolio Initial Class	1,709		68,761
VIP Mid Cap Portfolio Initial Class	717		23,672
VIP Value Portfolio Initial Class	4,997		57,917
VIP Value Strategies Portfolio Initial Class	2,351		24,336
TOTAL DOMESTIC EQUITY FUNDS (Cost $266,017)		367,819
International Equity Funds - 23.7%

Developed International Equity Funds - 20.2%
VIP Overseas Portfolio Initial Class	6,403		113,075
Emerging Markets Equity Funds - 3.5%
VIP Emerging Markets Portfolio Initial Class	1,978		19,545
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $98,025)		132,620
Bond Funds - 10.5%
	Shares		Value
High Yield Bond Funds - 10.1%
VIP High Income Portfolio Initial Class	9,677		$ 56,322
Investment Grade Bond Funds - 0.4%
VIP Investment Grade Bond Portfolio Initial Class	187		2,435
TOTAL BOND FUNDS (Cost $48,296)		58,757
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $412,338)			559,196
NET OTHER ASSETS (LIABILITIES) - 0.0%			(44)
NET ASSETS - 100%		$ 559,152

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $412,338) - See accompanying schedule		$ 559,196
Receivable for fund shares sold		696
Total assets		559,892

Liabilities
Payable for investments purchased	$ 630
Payable for fund shares redeemed	68
Distribution and service plan fees payable	42
Total liabilities		740

Net Assets		$ 559,152
Net Assets consist of:
Paid in capital		$ 297,732
Accumulated net investment loss		(165)
Accumulated undistributed net realized gain (loss) on investments		114,727
Net unrealized appreciation (depreciation) on investments		146,858
Net Assets		$ 559,152

Initial Class: Net Asset Value, offering price and redemption price per share ($282,167 ÷ 17,026 shares)		$ 16.57

Service Class: Net Asset Value, offering price and redemption price per share ($112,320 ÷ 6,780 shares)		$ 16.57

Service Class 2: Net Asset Value, offering price and redemption price per share ($164,665 ÷ 9,951 shares)		$ 16.55

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 88

Expenses
Distribution and service plan fees	$ 253
Total expenses		253
Net investment income (loss)		(165)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	114,670
Capital gain distributions from underlying funds	720
Total net realized gain (loss)		115,390
Change in net unrealized appreciation (depreciation) on underlying funds		(69,425)
Net gain (loss)		45,965
Net increase (decrease) in net assets resulting from operations		$ 45,800

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

Semiannual Report

VIP Freedom 2050 Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (165)	$ 15,147
Net realized gain (loss)	115,390	22,127
Change in net unrealized appreciation (depreciation)	(69,425)	95,990
Net increase (decrease) in net assets resulting from operations	45,800	133,264
Distributions to shareholders from net investment income	-	(15,204)
Distributions to shareholders from net realized gain	(5,542)	(18,973)
Total distributions	(5,542)	(34,177)
Share transactions - net increase (decrease)	(407,066)	378,806
Total increase (decrease) in net assets	(366,808)	477,893

Net Assets
Beginning of period	925,960	448,067
End of period (including accumulated net investment loss of $165 and undistributed net investment income of $0, respectively)	$ 559,152	$ 925,960

Financial Highlights - Initial Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.82	$ 14.01	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	- ^H	.39	.26
Net realized and unrealized gain (loss)	.84	2.06	4.01
Total from investment operations	.84	2.45	4.27
Distributions from net investment income	-	(.28)	(.25)
Distributions from net realized gain	(.09)	(.36)	(.01)
Total distributions	(.09)	(.64)	(.26)
Net asset value, end of period	$ 16.57	$ 15.82	$ 14.01
Total Return^B,C	5.31%	17.58%	42.70%
Ratios to Average Net Assets^E,G
Expenses before reductions	.00% ^A	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00% ^A
Net investment income (loss)	.03% ^A	2.64%	2.76% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 282	$ 666	$ 159
Portfolio turnover rate	106% ^A	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 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. ^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.

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.82	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	.37	.25
Net realized and unrealized gain (loss)	.85	2.07	4.00
Total from investment operations	.84	2.44	4.25
Distributions from net investment income	-	(.26)	(.24)
Distributions from net realized gain	(.09)	(.36)	(.01)
Total distributions	(.09)	(.62)	(.25)
Net asset value, end of period	$ 16.57	$ 15.82	$ 14.00
Total Return^B,C	5.31%	17.53%	42.51%
Ratios to Average Net Assets^E,G
Expenses before reductions	.10% ^A	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10% ^A
Net investment income (loss)	(.07)% ^A	2.54%	2.66% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 112	$ 118	$ 143
Portfolio turnover rate	106% ^A	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 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. ^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.

Financial Highlights - Service Class 2

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.81	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.35	.23
Net realized and unrealized gain (loss)	.85	2.06	4.01
Total from investment operations	.83	2.41	4.24
Distributions from net investment income	-	(.24)	(.23)
Distributions from net realized gain	(.09)	(.36)	(.01)
Total distributions	(.09)	(.60)	(.24)
Net asset value, end of period	$ 16.55	$ 15.81	$ 14.00
Total Return^B,C	5.25%	17.30%	42.37%
Ratios to Average Net Assets^E,G
Expenses before reductions	.25% ^A	.25%	.25% ^A
Expenses net of fee waivers, if any	.25% ^A	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25% ^A
Net investment income (loss)	(.22)% ^A	2.39%	2.51% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 165	$ 142	$ 147
Portfolio turnover rate	106% ^A	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 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. ^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.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2011 (Unaudited)

1. Organization.

VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, VIP Freedom 2030 Portfolio, VIP Freedom 2035 Portfolio, VIP Freedom 2040 Portfolio, VIP Freedom 2045 Portfolio and VIP Freedom 2050 Portfolio (the Funds) are funds of Variable Insurance Products Fund V. Variable Insurance Products Fund V (the Trust) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, 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. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Significant Accounting Policies.

Security 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 their 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.

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. 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 the 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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	$ 20,923,131	$ 629,507	$ (409,649)	$ 219,858
VIP Freedom 2005	6,036,504	152,635	(394,817)	(242,182)
VIP Freedom 2010	174,929,859	8,611,789	(9,656,287)	(1,044,498)
VIP Freedom 2015	101,559,296	8,346,638	(5,454,021)	2,892,617
VIP Freedom 2020	462,309,287	39,114,811	(21,947,820)	17,166,991
VIP Freedom 2025	46,261,731	3,701,008	(2,499,320)	1,201,688
VIP Freedom 2030	117,717,689	9,074,603	(8,455,995)	618,608
VIP Freedom 2035	396,652	161,447	(578)	160,869
VIP Freedom 2040	2,648,909	199,405	(31,700)	167,705
VIP Freedom 2045	267,148	137,534	(117)	137,417
VIP Freedom 2050	414,115	146,892	(1,811)	145,081

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), The Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Funds' first fiscal year end subject to the Act will be December 31, 2011.

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	8,360,560	6,199,252
VIP Freedom 2005	1,007,677	1,451,075
VIP Freedom 2010	22,964,964	14,442,278
VIP Freedom 2015	14,937,744	12,387,175
VIP Freedom 2020	97,582,182	23,399,123
VIP Freedom 2025	9,127,140	5,236,320
VIP Freedom 2030	21,236,596	9,422,603
VIP Freedom 2035	158,460	73,111
VIP Freedom 2040	2,806,802	549,224
VIP Freedom 2045	68,305	46,788
VIP Freedom 2050	334,152	746,214

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.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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	$ 435	$ 9,214	$ 9,649
VIP Freedom 2005	94	199	293
VIP Freedom 2010	9,976	154,940	164,916
VIP Freedom 2015	2,144	71,693	73,837
VIP Freedom 2020	18,134	441,755	459,889
VIP Freedom 2025	2,227	30,254	32,481
VIP Freedom 2030	13,575	68,193	81,768
VIP Freedom 2035	58	378	436
VIP Freedom 2040	220	194	414
VIP Freedom 2045	58	171	229
VIP Freedom 2050	59	194	253

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 from adviser
VIP Freedom Income
Initial Class	-%	20
Service Class	.10%	2
Service Class 2	.25%	13
VIP Freedom 2005
Initial Class	-%	11
Service Class	.10%	-
Service Class 2	.25%	-
VIP Freedom 2010
Initial Class	-%	41
Service Class	.10%	35
Service Class 2	.25%	217
VIP Freedom 2015
Initial Class	-%	73
Service Class	.10%	8
Service Class 2	.25%	101
VIP Freedom 2020
Initial Class	-%	84
Service Class	.10%	62
Service Class 2	.25%	606
VIP Freedom 2025
Initial Class	-%	30
Service Class	.10%	8
Service Class 2	.25%	42
VIP Freedom 2030
Initial Class	-%	54
Service Class	.10%	47
Service Class 2	.25%	95

Semiannual Report

6. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2011	Year ended December 31, 2010
VIP Freedom Income
From net investment income
Initial Class	$ -	$ 210,386
Service Class	-	3,035
Service Class 2	-	115,815
Total	$ -	$ 329,236
From net realized gain
Initial Class	$ -	$ 290,719
Service Class	-	4,582
Service Class 2	-	181,303
Total	$ -	$ 476,604
VIP Freedom 2005
From net investment income
Initial Class	$ -	$ 112,320
Service Class	-	3,344
Service Class 2	-	2,691
Total	$ -	$ 118,355
From net realized gain
Initial Class	$ -	$ 76,130
Service Class	-	2,040
Service Class 2	-	1,632
Total	$ -	$ 79,802
VIP Freedom 2010
From net investment income
Initial Class	$ -	$ 463,722
Service Class	-	377,308
Service Class 2	-	2,186,962
Total	$ -	$ 3,027,992
From net realized gain
Initial Class	$ 10,762	$ 398,603
Service Class	9,034	350,127
Service Class 2	55,497	1,962,848
Total	$ 75,293	$ 2,711,578
VIP Freedom 2015
From net investment income
Initial Class	$ -	$ 813,676
Service Class	-	54,230
Service Class 2	-	1,039,969
Total	$ -	$ 1,907,875
From net realized gain
Initial Class	$ -	$ 461,272
Service Class	-	28,463
Service Class 2	-	628,961
Total	$ -	$ 1,118,696

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Distributions to Shareholders - continued

	Six months ended June 30, 2011	Year ended December 31, 2010
VIP Freedom 2020
From net investment income
Initial Class	$ -	$ 930,464
Service Class	-	654,671
Service Class 2	-	5,829,063
Total	$ -	$ 7,414,198
From net realized gain
Initial Class	$ -	$ 331,668
Service Class	-	235,505
Service Class 2	-	2,052,478
Total	$ -	$ 2,619,651
VIP Freedom 2025
From net investment income
Initial Class	$ -	$ 346,092
Service Class	-	27,402
Service Class 2	-	426,018
Total	$ -	$ 799,512
From net realized gain
Initial Class	$ -	$ 98,389
Service Class	-	7,360
Service Class 2	-	112,019
Total	$ -	$ 217,768
VIP Freedom 2030
From net investment income
Initial Class	$ -	$ 539,256
Service Class	-	411,502
Service Class 2	-	824,730
Total	$ -	$ 1,775,488
From net realized gain
Initial Class	$ -	$ 194,726
Service Class	-	151,508
Service Class 2	-	322,717
Total	$ -	$ 668,951
VIP Freedom 2035
From net investment income
Initial Class	$ -	$ 2,136
Service Class	-	1,918
Service Class 2	-	3,394
Total	$ -	$ 7,448
From net realized gain
Initial Class	$ 246	$ 8,162
Service Class	235	7,842
Service Class 2	613	13,329
Total	$ 1,094	$ 29,333
VIP Freedom 2040
From net investment income
Initial Class	$ -	$ 4,811
Service Class	-	1,884
Service Class 2	-	2,151
Total	$ -	$ 8,846
From net realized gain
Initial Class	$ -	$ 31,376
Service Class	-	13,997
Service Class 2	-	16,974
Total	$ -	$ 62,347

Semiannual Report

6. Distributions to Shareholders - continued

	Six months ended June 30, 2011	Year ended December 31, 2010
VIP Freedom 2045
From net investment income
Initial Class	$ -	$ 2,203
Service Class	-	2,006
Service Class 2	-	1,978
Total	$ -	$ 6,187
From net realized gain
Initial Class	$ 2,601	$ 10,391
Service Class	2,522	10,084
Service Class 2	2,745	10,780
Total	$ 7,868	$ 31,255
VIP Freedom 2050
From net investment income
Initial Class	$ -	$ 11,275
Service Class	-	1,872
Service Class 2	-	2,057
Total	$ -	$ 15,204
From net realized gain
Initial Class	$ 4,054	$ 12,930
Service Class	674	2,793
Service Class 2	814	3,250
Total	$ 5,542	$ 18,973

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2011	Year ended December 31, 2010	Six months ended June 30, 2011	Year ended December 31, 2010
VIP Freedom Income
Initial Class
Shares sold	397,337	258,557	$ 4,139,902	$ 2,671,849
Reinvestment of distributions	-	48,930	-	501,105
Shares redeemed	(416,477)	(488,726)	(4,354,889)	(5,003,766)
Net increase (decrease)	(19,140)	(181,239)	$ (214,987)	$ (1,830,812)
Service Class
Shares sold	260,514	14,564	$ 2,753,754	$ 146,987
Reinvestment of distributions	-	743	-	7,617
Shares redeemed	(40,160)	(14,887)	(421,745)	(152,852)
Net increase (decrease)	220,354	420	$ 2,332,009	$ 1,752
Service Class 2
Shares sold	131,858	357,073	$ 1,369,527	$ 3,636,152
Reinvestment of distributions	-	29,093	-	297,118
Shares redeemed	(141,499)	(349,472)	(1,474,763)	(3,569,125)
Net increase (decrease)	(9,641)	36,694	$ (105,236)	$ 364,145
VIP Freedom 2005
Initial Class
Shares sold	67,438	134,064	$ 700,276	$ 1,286,624
Reinvestment of distributions	-	19,288	-	188,450
Shares redeemed	(113,477)	(315,687)	(1,167,509)	(3,018,853)
Net increase (decrease)	(46,039)	(162,335)	$ (467,233)	$ (1,543,779)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2011	Year ended December 31, 2010	Six months ended June 30, 2011	Year ended December 31, 2010
Service Class
Shares sold	4,014	6,760	$ 41,367	$ 68,354
Reinvestment of distributions	-	549	-	5,384
Shares redeemed	(4,889)	(7,984)	(49,976)	(77,087)
Net increase (decrease)	(875)	(675)	$ (8,609)	$ (3,349)
Service Class 2
Shares sold	1,813	9,995	$ 18,678	$ 93,487
Reinvestment of distributions	-	440	-	4,323
Shares redeemed	(1,866)	(14,517)	(19,262)	(139,052)
Net increase (decrease)	(53)	(4,082)	$ (584)	$ (41,242)
VIP Freedom 2010
Initial Class
Shares sold	222,657	436,778	$ 2,422,341	$ 4,483,599
Reinvestment of distributions	989	82,723	10,762	862,325
Shares redeemed	(221,757)	(559,697)	(2,423,565)	(5,705,979)
Net increase (decrease)	1,889	(40,196)	$ 9,538	$ (360,055)
Service Class
Shares sold	260,093	560,883	$ 2,854,424	$ 5,683,418
Reinvestment of distributions	831	69,957	9,034	727,435
Shares redeemed	(197,331)	(783,131)	(2,149,933)	(8,010,814)
Net increase (decrease)	63,593	(152,291)	$ 713,525	$ (1,599,961)
Service Class 2
Shares sold	1,481,870	3,191,303	$ 16,097,915	$ 32,493,399
Reinvestment of distributions	5,124	398,872	55,497	4,149,810
Shares redeemed	(852,412)	(1,434,821)	(9,213,893)	(14,472,689)
Net increase (decrease)	634,582	2,155,354	$ 6,939,519	$ 22,170,520
VIP Freedom 2015
Initial Class
Shares sold	486,479	670,873	$ 5,359,664	$ 6,860,434
Reinvestment of distributions	-	120,777	-	1,274,948
Shares redeemed	(458,148)	(909,179)	(5,041,796)	(9,208,564)
Net increase (decrease)	28,331	(117,529)	$ 317,868	$ (1,073,182)
Service Class
Shares sold	326,288	156,503	$ 3,557,121	$ 1,583,510
Reinvestment of distributions	-	7,803	-	82,693
Shares redeemed	(98,854)	(65,542)	(1,071,580)	(664,170)
Net increase (decrease)	227,434	98,764	$ 2,485,541	$ 1,002,033
Service Class 2
Shares sold	535,412	1,421,812	$ 5,844,784	$ 14,400,184
Reinvestment of distributions	-	158,545	-	1,668,930
Shares redeemed	(606,774)	(678,716)	(6,655,773)	(6,837,448)
Net increase (decrease)	(71,362)	901,641	$ (810,989)	$ 9,231,666
VIP Freedom 2020
Initial Class
Shares sold	931,320	920,774	$ 10,195,354	$ 9,150,944
Reinvestment of distributions	-	120,936	-	1,262,132
Shares redeemed	(459,640)	(799,922)	(5,014,977)	(7,947,958)
Net increase (decrease)	471,680	241,788	$ 5,180,377	$ 2,465,118
Service Class
Shares sold	676,468	1,051,011	$ 7,435,964	$ 10,406,571
Reinvestment of distributions	-	85,322	-	890,176
Shares redeemed	(326,962)	(722,926)	(3,583,403)	(7,208,777)
Net increase (decrease)	349,506	413,407	$ 3,852,561	$ 4,087,970

Semiannual Report

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2011	Year ended December 31, 2010	Six months ended June 30, 2011	Year ended December 31, 2010
Service Class 2
Shares sold	6,779,926	10,438,161	$ 73,868,895	$ 103,574,788
Reinvestment of distributions	-	756,007	-	7,881,541
Shares redeemed	(961,433)	(1,785,393)	(10,469,815)	(17,423,750)
Net increase (decrease)	5,818,493	9,408,775	$ 63,399,080	$ 94,032,579
VIP Freedom 2025
Initial Class
Shares sold	198,896	210,663	$ 2,156,722	$ 2,056,243
Reinvestment of distributions	-	42,774	-	444,481
Shares redeemed	(284,824)	(197,611)	(3,093,798)	(1,893,385)
Net increase (decrease)	(85,928)	55,826	$ (937,076)	$ 607,339
Service Class
Shares sold	377,540	96,750	$ 4,027,667	$ 938,977
Reinvestment of distributions	-	3,336	-	34,762
Shares redeemed	(53,805)	(36,867)	(588,029)	(368,024)
Net increase (decrease)	323,735	63,219	$ 3,439,638	$ 605,715
Service Class 2
Shares sold	285,891	1,456,760	$ 3,092,767	$ 14,706,194
Reinvestment of distributions	-	51,796	-	538,037
Shares redeemed	(172,428)	(218,947)	(1,862,625)	(2,103,016)
Net increase (decrease)	113,463	1,289,609	$ 1,230,142	$ 13,141,215
VIP Freedom 2030
Initial Class
Shares sold	429,424	775,263	$ 4,529,625	$ 7,430,999
Reinvestment of distributions	-	73,020	-	733,982
Shares redeemed	(244,448)	(656,437)	(2,592,965)	(6,157,596)
Net increase (decrease)	184,976	191,846	$ 1,936,660	$ 2,007,385
Service Class
Shares sold	723,739	826,988	$ 7,637,933	$ 7,926,058
Reinvestment of distributions	-	56,031	-	563,009
Shares redeemed	(286,626)	(406,449)	(3,013,605)	(3,785,635)
Net increase (decrease)	437,113	476,570	$ 4,624,328	$ 4,703,432
Service Class 2
Shares sold	1,057,291	1,644,957	$ 11,123,218	$ 15,476,635
Reinvestment of distributions	-	114,453	-	1,147,447
Shares redeemed	(592,762)	(754,936)	(6,206,186)	(7,067,727)
Net increase (decrease)	464,529	1,004,474	$ 4,917,032	$ 9,556,355
VIP Freedom 2035
Initial Class
Shares sold	114	169	$ 1,753	$ 2,393
Reinvestment of distributions	16	710	246	10,298
Shares redeemed	(854)	(3,191)	(12,985)	(45,336)
Net increase (decrease)	(724)	(2,312)	$ (10,986)	$ (32,645)
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	15	673	235	9,760
Shares redeemed	(774)	(3,018)	(11,760)	(42,843)
Net increase (decrease)	(759)	(2,345)	$ (11,525)	$ (33,083)
Service Class 2
Shares sold	9,726	6,219	$ 146,588	$ 94,194
Reinvestment of distributions	40	1,147	613	16,723
Shares redeemed	(2,588)	(3,391)	(39,062)	(48,539)
Net increase (decrease)	7,178	3,975	$ 108,139	$ 62,378

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2011	Year ended December 31, 2010	Six months ended June 30, 2011	Year ended December 31, 2010
VIP Freedom 2040
Initial Class
Shares sold	86,127	70,337	$ 1,244,241	$ 989,272
Reinvestment of distributions	-	2,586	-	36,187
Shares redeemed	(7,933)	(63,590)	(116,357)	(920,096)
Net increase (decrease)	78,194	9,333	$ 1,127,884	$ 105,363
Service Class
Shares sold	102,314	-	$ 1,540,338	$ -
Reinvestment of distributions	-	1,138	-	15,881
Shares redeemed	(28,861)	(3,021)	(426,337)	(43,092)
Net increase (decrease)	73,453	(1,883)	$ 1,114,001	$ (27,211)
Service Class 2
Shares sold	1,957	1,870	$ 28,881	$ 28,133
Reinvestment of distributions	-	1,370	-	19,125
Shares redeemed	(1,096)	(3,161)	(15,873)	(45,227)
Net increase (decrease)	861	79	$ 13,008	$ 2,031
VIP Freedom 2045
Initial Class
Shares sold	70	38	$ 1,051	$ 576
Reinvestment of distributions	173	872	2,601	12,594
Shares redeemed	(875)	(3,131)	(12,951)	(44,833)
Net increase (decrease)	(632)	(2,221)	$ (9,299)	$ (31,663)
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	168	837	2,522	12,090
Shares redeemed	(806)	(3,018)	(11,927)	(43,180)
Net increase (decrease)	(638)	(2,181)	$ (9,405)	$ (31,090)
Service Class 2
Shares sold	3,997	617	$ 58,961	$ 9,521
Reinvestment of distributions	183	883	2,745	12,757
Shares redeemed	(941)	(3,049)	(13,926)	(43,609)
Net increase (decrease)	3,239	(1,549)	$ 47,780	$ (21,331)
VIP Freedom 2050
Initial Class
Shares sold	17,178	38,491	$ 279,626	$ 556,062
Reinvestment of distributions	246	1,539	4,054	24,205
Shares redeemed	(42,480)	(9,291)	(695,904)	(141,310)
Net increase (decrease)	(25,056)	30,739	$ (412,224)	$ 438,957
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	41	302	674	4,665
Shares redeemed	(744)	(2,999)	(12,090)	(43,436)
Net increase (decrease)	(703)	(2,697)	$ (11,416)	$ (38,771)
Service Class 2
Shares sold	2,254	1,782	$ 37,305	$ 26,095
Reinvestment of distributions	49	343	814	5,307
Shares redeemed	(1,327)	(3,620)	(21,545)	(52,782)
Net increase (decrease)	976	(1,495)	$ 16,574	$ (21,380)

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.

Semiannual Report

8. Other - continued

The Funds do not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Funds within their principal investment strategies may represent a significant portion of the Underlying Fund's net assets. At the end of the period, VIP Freedom 2020 was the owner of record of approximately 21% of the total outstanding shares of VIP Value Portfolio, and approximately 11% of the total outstanding shares of VIP Emerging Markets Portfolio.

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	22%
VIP Value Portfolio	41%

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	52%	2	27%
VIP Freedom 2005	96%	-	-%
VIP Freedom 2010	11%	1	70%
VIP Freedom 2015	33%	1	35%
VIP Freedom 2020	-%	2	81%
VIP Freedom 2025	29%	3	43%
VIP Freedom 2030	14%	2	60%
VIP Freedom 2035	54%	2	41%
VIP Freedom 2040	-%	3	87%
VIP Freedom 2045	81%	1	14%
VIP Freedom 2050	40%	1	41%

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFF2K-SANN-0811
1.819548.107

Fidelity® Variable Insurance Products:
Freedom Lifetime Income Funds -
Portfolios I, II, & III

Semiannual Report

June 30, 2011

(2_fidelity_logos) (Registered_Trademark)

Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Lifetime Income I Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Lifetime Income II Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
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.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

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, 2011 to June 30, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
VIP Freedom Lifetime Income I	.00%
Actual		$ 1,000.00	$ 1,037.00	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,024.79	$ .00
VIP Freedom Lifetime Income II	.00%
Actual		$ 1,000.00	$ 1,041.90	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,024.79	$ .00
VIP Freedom Lifetime Income III	.00%
Actual		$ 1,000.00	$ 1,048.00	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,024.79	$ .00

^A 5% return per year before expenses

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

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	5.0	5.3
VIP Equity-Income Portfolio Investor Class	5.8	6.2
VIP Growth & Income Portfolio Investor Class	5.8	6.1
VIP Growth Portfolio Investor Class	5.9	6.2
VIP Mid Cap Portfolio Investor Class	2.0	2.1
VIP Value Portfolio Investor Class	5.0	5.3
VIP Value Strategies Portfolio Investor Class	2.1	2.2
	31.6	33.4
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	9.6	9.9
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	1.6	1.6
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.0	4.9
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	37.3	35.6
Short-Term Funds
VIP Money Market Portfolio Investor Class	14.9	14.6
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than .01%.

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	31.6%
	Developed International Equity Funds	9.6%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	37.3%
	Short-Term Funds	14.9%

fid728

Six months ago
	Domestic Equity Funds	33.4%
	Developed International Equity Funds	9.9%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	4.9%
	Investment Grade Bond Funds	35.6%
	Short-Term Funds	14.6%

fid736

Expected
	Domestic Equity Funds	30.0%
	Developed International Equity Funds	9.3%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	39.1%
	Short-Term Funds	15.0%

fid744

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 30, 2010. The current allocation is based on the fund's holdings as of June 30, 2011. The expected allocation represents the fund's anticipated allocation at December 31, 2011.

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 31.6%
	Shares		Value
Domestic Equity Funds - 31.6%
VIP Contrafund Portfolio Investor Class	20,852		$ 521,713
VIP Equity-Income Portfolio Investor Class	30,120		608,131
VIP Growth & Income Portfolio Investor Class	46,078		606,851
VIP Growth Portfolio Investor Class	15,434		619,351
VIP Mid Cap Portfolio Investor Class	6,440		211,806
VIP Value Portfolio Investor Class	44,959		520,178
VIP Value Strategies Portfolio Investor Class	21,210		218,462
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,664,224)		3,306,492
International Equity Funds - 11.2%

Developed International Equity Funds - 9.6%
VIP Overseas Portfolio Investor Class R	56,808		999,817
Emerging Markets Equity Funds - 1.6%
VIP Emerging Markets Portfolio Investor Class R	17,482		172,199
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,271,600)		1,172,016
Bond Funds - 42.3%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Investor Class	89,730		$ 520,432
Investment Grade Bond Funds - 37.3%
VIP Investment Grade Bond Portfolio Investor Class	300,773		3,898,020
TOTAL BOND FUNDS (Cost $4,360,095)		4,418,452
Short-Term Funds - 14.9%

VIP Money Market Portfolio Investor Class (Cost $1,559,307)	1,559,307		1,559,307
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $10,855,226)			10,456,267
NET OTHER ASSETS (LIABILITIES) - 0.0%			(1)
NET ASSETS - 100%		$ 10,456,266

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $10,855,226) - See accompanying schedule		$ 10,456,267
Receivable for investments sold		172
Total assets		10,456,439

Liabilities
Payable to custodian bank	$ 1
Payable for fund shares redeemed	172
Total liabilities		173

Net Assets		$ 10,456,266
Net Assets consist of:
Paid in capital		$ 10,822,346
Undistributed net investment income		2,721
Accumulated undistributed net realized gain (loss) on investments		30,158
Net unrealized appreciation (depreciation) on investments		(398,959)
Net Assets, for 1,020,800 shares outstanding		$ 10,456,266
Net Asset Value, offering price and redemption price per share ($10,456,266 ÷ 1,020,800 shares)		$ 10.24

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 2,721

Expenses
Independent trustees' compensation	$ 19
Total expenses before reductions	19
Expense reductions	(19)	0
Net investment income (loss)		2,721
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	22,652
Capital gain distributions from underlying funds	63,490
Total net realized gain (loss)		86,142
Change in net unrealized appreciation (depreciation) on underlying funds		288,272
Net gain (loss)		374,414
Net increase (decrease) in net assets resulting from operations		$ 377,135

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,721	$ 212,825
Net realized gain (loss)	86,142	110,224
Change in net unrealized appreciation (depreciation)	288,272	753,750
Net increase (decrease) in net assets resulting from operations	377,135	1,076,799
Distributions to shareholders from net investment income	-	(222,558)
Distributions to shareholders from net realized gain	(4,993)	(110,575)
Total distributions	(4,993)	(333,133)
Share transactions Proceeds from sales of shares	514,510	1,364,399
Reinvestment of distributions	4,993	333,133
Cost of shares redeemed	(780,269)	(869,595)
Net increase (decrease) in net assets resulting from share transactions	(260,766)	827,937
Total increase (decrease) in net assets	111,376	1,571,603

Net Assets
Beginning of period	10,344,890	8,773,287
End of period (including undistributed net investment income of $2,721 and $0, respectively)	$ 10,456,266	$ 10,344,890
Other Information Shares
Sold	50,847	143,545
Issued in reinvestment of distributions	495	33,844
Redeemed	(77,744)	(91,110)
Net increase (decrease)	(26,402)	86,279

Financial Highlights

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 9.88	$ 9.13	$ 7.81	$ 11.21	$ 10.98	$ 10.27
Income from Investment Operations
Net investment income (loss) ^E	-^I	.21	.36	.33	.36	.27
Net realized and unrealized gain (loss)	.37	.87	1.40	(2.85)	.53	.67
Total from investment operations	.37	1.08	1.76	(2.52)	.89	.94
Distributions from net investment income	-	(.22)	(.36)	(.37)	(.34)	(.18)
Distributions from net realized gain	(.01)	(.11)	(.08)	(.51)	(.32)	(.05)
Total distributions	(.01)	(.33)	(.44)	(.88)	(.66)	(.23)
Net asset value, end of period	$ 10.24	$ 9.88	$ 9.13	$ 7.81	$ 11.21	$ 10.98
Total Return^B,C,D	3.70%	11.84%	22.76%	(22.68)%	8.16%	9.15%
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)	.05% ^A	2.26%	4.28%	3.31%	3.15%	2.50%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,456	$ 10,345	$ 8,773	$ 7,648	$ 12,533	$ 10,106
Portfolio turnover rate	17% ^A	26%	20%	25%	16%	28%

^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 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.

^I Amount represents less than $.01 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)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	5.6	6.0
VIP Equity-Income Portfolio Investor Class	6.6	7.0
VIP Growth & Income Portfolio Investor Class	6.6	7.0
VIP Growth Portfolio Investor Class	6.7	7.0
VIP Mid Cap Portfolio Investor Class	2.3	2.4
VIP Value Portfolio Investor Class	5.6	6.0
VIP Value Strategies Portfolio Investor Class	2.4	2.6
	35.8	38.0
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	10.9	11.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	1.9	1.9
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.3	5.3
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	37.8	35.9
Short-Term Funds
VIP Money Market Portfolio Investor Class	8.3	7.6
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than .01%.

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	35.8%
	Developed International Equity Funds	10.9%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.3%
	Investment Grade Bond Funds	37.8%
	Short-Term Funds	8.3%

fid752

Six months ago
	Domestic Equity Funds	38.0%
	Developed International Equity Funds	11.3%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.3%
	Investment Grade Bond Funds	35.9%
	Short-Term Funds	7.6%

fid760

Expected
	Domestic Equity Funds	34.6%
	Developed International Equity Funds	10.7%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.2%
	Investment Grade Bond Funds	38.7%
	Short-Term Funds	8.9%

fid768

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 30, 2010. The current allocation is based on the fund's holdings as of June 30, 2011. The expected allocation represents the fund's anticipated allocation at December 31, 2011.

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 35.8%
	Shares		Value
Domestic Equity Funds - 35.8%
VIP Contrafund Portfolio Investor Class	36,653		$ 917,058
VIP Equity-Income Portfolio Investor Class	52,929		1,068,642
VIP Growth & Income Portfolio Investor Class	80,970		1,066,376
VIP Growth Portfolio Investor Class	27,115		1,088,138
VIP Mid Cap Portfolio Investor Class	11,357		373,525
VIP Value Portfolio Investor Class	79,027		914,343
VIP Value Strategies Portfolio Investor Class	37,373		384,940
TOTAL DOMESTIC EQUITY FUNDS (Cost $6,633,234)		5,813,022
International Equity Funds - 12.8%

Developed International Equity Funds - 10.9%
VIP Overseas Portfolio Investor Class R	100,373		1,766,572
Emerging Markets Equity Funds - 1.9%
VIP Emerging Markets Portfolio Investor Class R	30,909		304,452
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,406,269)		2,071,024
Bond Funds - 43.1%
	Shares		Value
High Yield Bond Funds - 5.3%
VIP High Income Portfolio Investor Class	148,026		$ 858,550
Investment Grade Bond Funds - 37.8%
VIP Investment Grade Bond Portfolio Investor Class	472,432		6,122,725
TOTAL BOND FUNDS (Cost $6,879,821)		6,981,275
Short-Term Funds - 8.3%

VIP Money Market Portfolio Investor Class (Cost $1,341,046)	1,341,046		1,341,046
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $17,260,370)			16,206,367
NET OTHER ASSETS (LIABILITIES) - 0.0%			(2)
NET ASSETS - 100%		$ 16,206,365

Other Information

Income Tax Information

At December 31, 2010, the Fund had a capital loss carryforward of approximately $792,228 of which $503,057 and $289,171 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $17,260,370) - See accompanying schedule		$ 16,206,367
Cash		1
Receivable for investments sold		266
Total assets		16,206,634

Liabilities
Payable for fund shares redeemed		269

Net Assets		$ 16,206,365
Net Assets consist of:
Paid in capital		$ 18,104,300
Undistributed net investment income		3,687
Accumulated undistributed net realized gain (loss) on investments		(847,619)
Net unrealized appreciation (depreciation) on investments		(1,054,003)
Net Assets, for 1,589,264 shares outstanding		$ 16,206,365
Net Asset Value, offering price and redemption price per share ($16,206,365 ÷ 1,589,264 shares)		$ 10.20

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 3,687

Expenses
Independent trustees' compensation	$ 28
Total expenses before reductions	28
Expense reductions	(28)	0
Net investment income (loss)		3,687
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(9,203)
Capital gain distributions from underlying funds	100,858
Total net realized gain (loss)		91,655
Change in net unrealized appreciation (depreciation) on underlying funds		530,683
Net gain (loss)		622,338
Net increase (decrease) in net assets resulting from operations		$ 626,025

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,687	$ 314,795
Net realized gain (loss)	91,655	(234,213)
Change in net unrealized appreciation (depreciation)	530,683	1,664,188
Net increase (decrease) in net assets resulting from operations	626,025	1,744,770
Distributions to shareholders from net investment income	-	(312,980)
Distributions to shareholders from net realized gain	-	(73,409)
Total distributions	-	(386,389)
Share transactions Proceeds from sales of shares	1,499,407	407,181
Reinvestment of distributions	-	386,389
Cost of shares redeemed	(556,309)	(1,687,084)
Net increase (decrease) in net assets resulting from share transactions	943,098	(893,514)
Total increase (decrease) in net assets	1,569,123	464,867

Net Assets
Beginning of period	14,637,242	14,172,375
End of period (including undistributed net investment income of $3,687 and $0, respectively)	$ 16,206,365	$ 14,637,242
Other Information Shares
Sold	149,925	44,625
Issued in reinvestment of distributions	-	39,603
Redeemed	(55,031)	(182,338)
Net increase (decrease)	94,894	(98,110)

Financial Highlights

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 9.79	$ 8.90	$ 7.42	$ 11.68	$ 11.36	$ 10.37
Income from Investment Operations
Net investment income (loss) ^E	-^I	.21	.34	.29	.32	.23
Net realized and unrealized gain (loss)	.41	.95	1.59	(3.57)	.77	.95
Total from investment operations	.41	1.16	1.93	(3.28)	1.09	1.18
Distributions from net investment income	-	(.22)	(.36)	(.34)	(.30)	(.14)
Distributions from net realized gain	-	(.05)	(.09)	(.64)	(.48)	(.05)
Total distributions	-	(.27)	(.45)	(.98)	(.77)^J	(.19)
Net asset value, end of period	$ 10.20	$ 9.79	$ 8.90	$ 7.42	$ 11.68	$ 11.36
Total Return^B,C,D	4.19%	12.99%	26.44%	(28.49)%	9.67%	11.38%
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)	.05% ^A	2.22%	4.25%	2.91%	2.67%	2.12%
Supplemental Data
Net assets, end of period (000 omitted)	$ 16,206	$ 14,637	$ 14,172	$ 12,892	$ 22,701	$ 17,221
Portfolio turnover rate	14% ^A	23%	21%	25%	18%	16%

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

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

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	8.2	8.4
VIP Equity-Income Portfolio Investor Class	9.6	9.9
VIP Growth & Income Portfolio Investor Class	9.5	9.8
VIP Growth Portfolio Investor Class	9.7	9.8
VIP Mid Cap Portfolio Investor Class	3.3	3.4
VIP Value Portfolio Investor Class	8.2	8.4
VIP Value Strategies Portfolio Investor Class	3.4	3.6
	51.9	53.3
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	15.9	15.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	2.7	2.6
High Yield Bond Funds
VIP High Income Portfolio Investor Class	7.5	7.2
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	22.0	21.1
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than .01%.

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	51.9%
	Developed International Equity Funds	15.9%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	22.0%

fid775

Six months ago
	Domestic Equity Funds	53.3%
	Developed International Equity Funds	15.8%
	Emerging Markets Equity Funds	2.6%
	High Yield Bond Funds	7.2%
	Investment Grade Bond Funds	21.1%

fid782

Expected
	Domestic Equity Funds	51.3%
	Developed International Equity Funds	15.9%
	Emerging Markets Equity Funds	2.8%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	22.5%

fid789

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 30, 2010. The current allocation is based on the fund's holdings as of June 30, 2011. The expected allocation represents the fund's anticipated allocation at December 31, 2011.

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 51.9%
	Shares		Value
Domestic Equity Funds - 51.9%
VIP Contrafund Portfolio Investor Class	24,295		$ 607,856
VIP Equity-Income Portfolio Investor Class	35,109		708,844
VIP Growth & Income Portfolio Investor Class	53,711		707,370
VIP Growth Portfolio Investor Class	17,994		722,081
VIP Mid Cap Portfolio Investor Class	7,520		247,339
VIP Value Portfolio Investor Class	52,403		606,308
VIP Value Strategies Portfolio Investor Class	24,760		255,024
TOTAL DOMESTIC EQUITY FUNDS (Cost $4,288,138)		3,854,822
International Equity Funds - 18.6%

Developed International Equity Funds - 15.9%
VIP Overseas Portfolio Investor Class R	67,032		1,179,771
Emerging Markets Equity Funds - 2.7%
VIP Emerging Markets Portfolio Investor Class R	20,597		202,878
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,547,534)		1,382,649
Bond Funds - 29.5%
	Shares		Value
High Yield Bond Funds - 7.5%
VIP High Income Portfolio Investor Class	96,522		$ 559,827
Investment Grade Bond Funds - 22.0%
VIP Investment Grade Bond Portfolio Investor Class	126,219		1,635,795
TOTAL BOND FUNDS (Cost $2,192,307)		2,195,622
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $8,027,979)			7,433,093
NET OTHER ASSETS (LIABILITIES) - 0.0%			47
NET ASSETS - 100%		$ 7,433,140

Other Information

Income Tax Information

At December 31, 2010, the Fund had a capital loss carryforward of approximately $96,950 all of which will expire in fiscal 2018. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $8,027,979) - See accompanying schedule		$ 7,433,093
Cash		49
Receivable for investments sold		122
Total assets		7,433,264

Liabilities
Payable for fund shares redeemed		124

Net Assets		$ 7,433,140
Net Assets consist of:
Paid in capital		$ 8,163,510
Undistributed net investment income		1,052
Accumulated undistributed net realized gain (loss) on investments		(136,536)
Net unrealized appreciation (depreciation) on investments		(594,886)
Net Assets, for 756,555 shares outstanding		$ 7,433,140
Net Asset Value, offering price and redemption price per share ($7,433,140 ÷ 756,555 shares)		$ 9.82

Statement of Operations

Six months ended June 30, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 1,052

Expenses
Independent trustees' compensation	$ 13
Total expenses before reductions	13
Expense reductions	(13)	0
Net investment income (loss)		1,052
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(10,928)
Capital gain distributions from underlying funds	28,697
Total net realized gain (loss)		17,769
Change in net unrealized appreciation (depreciation) on underlying funds		305,509
Net gain (loss)		323,278
Net increase (decrease) in net assets resulting from operations		$ 324,330

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, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,052	$ 131,619
Net realized gain (loss)	17,769	(82,518)
Change in net unrealized appreciation (depreciation)	305,509	919,548
Net increase (decrease) in net assets resulting from operations	324,330	968,649
Distributions to shareholders from net investment income	-	(133,615)
Distributions to shareholders from net realized gain	-	(29,512)
Total distributions	-	(163,127)
Share transactions Proceeds from sales of shares	560,942	87,477
Reinvestment of distributions	-	163,127
Cost of shares redeemed	(192,706)	(945,584)
Net increase (decrease) in net assets resulting from share transactions	368,236	(694,980)
Total increase (decrease) in net assets	692,566	110,542

Net Assets
Beginning of period	6,740,574	6,630,032
End of period (including undistributed net investment income of $1,052 and $0, respectively)	$ 7,433,140	$ 6,740,574
Other Information Shares
Sold	56,917	9,419
Issued in reinvestment of distributions	-	17,634
Redeemed	(19,729)	(108,174)
Net increase (decrease)	37,188	(81,121)

Financial Highlights

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 9.37	$ 8.28	$ 6.72	$ 11.90	$ 11.56	$ 10.48
Income from Investment Operations
Net investment income (loss) ^E	-^I	.18	.24	.24	.29	.19
Net realized and unrealized gain (loss)	.45	1.14	1.76	(4.36)	.96	1.15
Total from investment operations	.45	1.32	2.00	(4.12)	1.25	1.34
Distributions from net investment income	-	(.19)	(.26)	(.27)	(.29)	(.15)
Distributions from net realized gain	-	(.04)	(.18)	(.79)	(.62)	(.11)
Total distributions	-	(.23)	(.44)	(1.06)	(.91)	(.26)
Net asset value, end of period	$ 9.82	$ 9.37	$ 8.28	$ 6.72	$ 11.90	$ 11.56
Total Return^B,C,D	4.80%	15.98%	30.34%	(35.25)%	10.88%	12.78%
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	2.03%	3.33%	2.43%	2.41%	1.76%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,433	$ 6,741	$ 6,630	$ 5,419	$ 11,085	$ 8,835
Portfolio turnover rate	10% ^A	20%	10%	20%	11%	15%

^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.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2011 (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) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, 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 the 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 short-term gain distributions from the Underlying Funds, 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 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	$ 10,905,761	$ 296,020	$ (745,514)	$ (449,494)
VIP Freedom Lifetime Income II	17,401,056	383,366	(1,578,055)	(1,194,689)
VIP Freedom Lifetime Income III	8,081,569	227,478	(875,954)	(648,476)

Semiannual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Funds' first fiscal year end subject to the Act will be December 31, 2011.

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	890,987	1,090,536
VIP Freedom Lifetime Income II	2,138,623	1,090,981
VIP Freedom Lifetime Income III	754,538	356,604

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 the Funds to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

The following Funds were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
VIP Freedom Lifetime Income I	.00%	$ 19
VIP Freedom Lifetime Income II	.00%	$ 28
VIP Freedom Lifetime Income III	.00%	$ 13

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

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFLI-SANN-0811
1.816202.105

Fidelity® Variable Insurance Products:
FundsManager - 20%, 50%, 60%, 70%, 85% Portfolio

Semiannual Report

June 30, 2011

(2_fidelity_logos) (Registered_Trademark)

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.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

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, 2011 to June 30, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
VIP FundsManager 20% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,024.50	$ 1.00
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,023.50	$ 1.76
Hypothetical ^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,023.50	$ 1.00
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 50% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,037.90	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,036.00	$ 1.77
Hypothetical ^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,036.90	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
	Annualized Expense Ratio	Beginning Account Value January 1, 2011	Ending Account Value June 30, 2011	Expenses Paid During Period* January 1, 2011 to June 30, 2011
VIP FundsManager 60% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,037.40	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,036.40	$ 1.77
Hypothetical ^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,037.40	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 70% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,045.40	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,045.50	$ 1.78
Hypothetical ^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,045.40	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 85% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,043.50	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,042.50	$ 1.77
Hypothetical ^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,043.50	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,023.80	$ 1.00

^A5% return per year before expenses

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

Semiannual Report

VIP FundsManager 20% Portfolio

Investment Changes (Unaudited)

Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity 130/30 Large Cap Fund	0.0 *	0.0 *
Fidelity Air Transportation Portfolio	0.1	0.1
Fidelity Automotive Portfolio	0.1	0.1
Fidelity Banking Portfolio	0.9	0.6
Fidelity Biotechnology Portfolio	0.0 *	0.0 *
Fidelity Blue Chip Growth Fund	0.0 *	0.1
Fidelity Brokerage & Investment Management Portfolio	0.1	0.2
Fidelity Chemicals Portfolio	0.3	0.2
Fidelity Commodity Strategy Fund	0.0 *	0.0 *
Fidelity Communications Equipment Portfolio	0.2	0.2
Fidelity Computers Portfolio	0.3	0.5
Fidelity Construction & Housing Portfolio	0.1	0.2
Fidelity Consumer Discretionary Portfolio	0.9	1.1
Fidelity Consumer Staples Portfolio	1.1	1.2
Fidelity Contrafund	0.0 *	0.1
Fidelity Defense & Aerospace Portfolio	0.0 *	0.0 *
Fidelity Disciplined Equity Fund	0.0 *	0.0 *
Fidelity Dividend Growth Fund	0.5	0.6
Fidelity Electronics Portfolio	0.1	0.1
Fidelity Energy Portfolio	0.8	0.9
Fidelity Energy Service Portfolio	0.9	1.1
Fidelity Environmental & Alternative Energy Portfolio	0.0 *	0.0 *
Fidelity Equity-Income Fund	0.0 *	0.0 *
Fidelity Equity-Income II Fund	0.0 *	0.0 *
Fidelity Financial Services Portfolio	0.1	0.2
Fidelity Fund	0.0 *	0.0 *
Fidelity Global Commodity Stock Fund	0.1	0.0 *
Fidelity Gold Portfolio	0.8	1.0
Fidelity Growth Company Fund	0.0 *	0.0 *
Fidelity Health Care Portfolio	1.3	0.3
Fidelity Independence Fund	0.0 *	0.0 *
Fidelity Industrial Equipment Portfolio	0.3	0.2
Fidelity Industrials Portfolio	0.6	1.2
Fidelity Insurance Portfolio	0.7	0.8
Fidelity IT Services Portfolio	0.1	0.1
Fidelity Large Cap Stock Fund	0.1	0.4
Fidelity Large Cap Value Fund	0.0 *	0.0 *
Fidelity Leisure Portfolio	0.1	0.1

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Leveraged Company Stock Fund	0.0 *	0.0 *
Fidelity Magellan Fund	0.0 *	0.0 *
Fidelity Materials Portfolio	0.0 *	0.2
Fidelity Medical Delivery Portfolio	0.4	0.4
Fidelity Medical Equipment & Systems Portfolio	0.1	0.1
Fidelity Mega Cap Stock Fund	0.2	0.3
Fidelity Mid-Cap Stock Fund	0.0 *	0.0 *
Fidelity Multimedia Portfolio	0.2	0.2
Fidelity Natural Resources Portfolio	0.0 *	0.0 *
Fidelity Pharmaceuticals Portfolio	0.5	1.0
Fidelity Real Estate Investment Portfolio	0.3	0.3
Fidelity Retailing Portfolio	0.2	0.2
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 *	0.4
Fidelity Software & Computer Services Portfolio	0.4	0.4
Fidelity Technology Portfolio	0.8	1.8
Fidelity Telecom and Utilities Fund	0.6	0.2
Fidelity Telecommunications Portfolio	0.4	0.4
Fidelity Transportation Portfolio	0.1	0.2
Fidelity Utilities Portfolio	0.1	0.2
Spartan Extended Market Index Fund Investor Class	0.1	0.1
Spartan Total Market Index Fund Investor Class	0.0 *	0.0 *
VIP Mid Cap Portfolio Investor Class	0.0 *	0.0 *
	15.0	18.0
International Equity Funds
Fidelity Canada Fund	0.1	0.1
Fidelity Diversified International Fund	0.2	0.2
Fidelity Emerging Asia Fund	0.6	0.0 *
Fidelity Emerging Markets Fund	0.0 *	1.2
Fidelity International Capital Appreciation Fund	0.0 *	0.3
Fidelity International Discovery Fund	0.4	1.1
Fidelity International Real Estate Fund	0.1	0.5
Fidelity International Small Cap Fund	0.2	0.2
Fidelity International Small Cap Opportunities Fund	0.6	0.7
Fund Holdings as of June 30, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity International Value Fund	0.5	0.4
Fidelity Japan Fund	0.1	0.1
Fidelity Japan Smaller Companies Fund	0.1	0.0 *
Fidelity Nordic Fund	0.5	0.7
Fidelity Overseas Fund	0.0 *	0.0 *
Fidelity Pacific Basin Fund	0.2	0.2
Spartan International Index Fund Investor Class	1.5	1.8
	5.1	7.5
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	3.4	3.2
Fidelity Focused High Income Fund	0.3	0.3
Fidelity High Income Fund	2.6	2.9
Fidelity New Markets Income Fund	1.0	1.1
Fidelity Real Estate Income Fund	0.5	0.6
Spartan U.S. Bond Index Fund Investor Class	47.7	45.0
	55.5	53.1
Money Market Funds
Fidelity Institutional Money Market Portfolio Class I	2.8	3.4
Fidelity Institutional Prime Money Market Portfolio Class I	18.9	16.2
Fidelity Select Money Market Portfolio	2.7	1.8
	24.4	21.4
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, 2011
	Domestic Equity Funds	15.0%
	International Equity Funds	5.1%
	Fixed Income Funds	55.5%
	Money Market Funds	24.4%

fid812

As of December 31, 2010
	Domestic Equity Funds	18.0%
	International Equity Funds	7.5%
	Fixed Income Funds	53.1%
	Money Market Funds	21.4%

fid818

Semiannual Report

VIP FundsManager 20% Portfolio

Investments June 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 20.1%
	Shares		Value
Domestic Equity Funds - 15.0%
Fidelity 130/30 Large Cap Fund (a)	2,952		$ 23,023
Fidelity Air Transportation Portfolio	7,013		279,947
Fidelity Automotive Portfolio	10,363		460,120
Fidelity Banking Portfolio (a)	233,676		4,096,340
Fidelity Biotechnology Portfolio (a)	1,153		99,711
Fidelity Blue Chip Growth Fund	482		23,215
Fidelity Brokerage & Investment Management Portfolio	13,913		678,262
Fidelity Chemicals Portfolio	12,625		1,354,143
Fidelity Commodity Strategy Fund (a)	958		11,017
Fidelity Communications Equipment Portfolio (a)	33,062		908,871
Fidelity Computers Portfolio (a)	22,720		1,350,500
Fidelity Construction & Housing Portfolio	17,837		640,542
Fidelity Consumer Discretionary Portfolio	164,958		4,051,358
Fidelity Consumer Staples Portfolio	75,615		5,460,132
Fidelity Contrafund	3,261		230,233
Fidelity Defense & Aerospace Portfolio	1,192		98,558
Fidelity Disciplined Equity Fund	2,042		48,783
Fidelity Dividend Growth Fund	73,731		2,182,433
Fidelity Electronics Portfolio	6,805		341,821
Fidelity Energy Portfolio	68,737		3,968,899
Fidelity Energy Service Portfolio (a)	53,401		4,409,844
Fidelity Environmental & Alternative Energy Portfolio	10,770		208,621
Fidelity Equity-Income Fund	666		30,824
Fidelity Equity-Income II Fund	681		13,006
Fidelity Financial Services Portfolio	7,276		424,322
Fidelity Fund	641		22,009
Fidelity Global Commodity Stock Fund	25,476		438,451
Fidelity Gold Portfolio	77,590		3,630,432
Fidelity Growth Company Fund	1,100		100,812
Fidelity Health Care Portfolio	42,834		6,150,501
Fidelity Independence Fund (a)	309		7,947
Fidelity Industrial Equipment Portfolio	33,439		1,184,402
Fidelity Industrials Portfolio	109,440		2,723,956
Fidelity Insurance Portfolio	69,618		3,323,550
Fidelity IT Services Portfolio	27,682		626,992
Fidelity Large Cap Stock Fund	20,006		366,305
Fidelity Large Cap Value Fund	9,788		108,937
Fidelity Leisure Portfolio	3,104		301,065
Fidelity Leveraged Company Stock Fund	193		5,796
Fidelity Magellan Fund	375		27,356
Fidelity Materials Portfolio	777		55,613
Fidelity Medical Delivery Portfolio (a)	31,868		1,902,215
Fidelity Medical Equipment & Systems Portfolio	13,627		422,448
Fidelity Mega Cap Stock Fund	98,216		1,024,391
Fidelity Mid-Cap Stock Fund	2,038		59,634
Fidelity Multimedia Portfolio	18,639		893,171

	Shares		Value
Fidelity Natural Resources Portfolio	3,135		$ 117,107
Fidelity Pharmaceuticals Portfolio	161,990		2,243,561
Fidelity Real Estate Investment Portfolio	43,583		1,231,669
Fidelity Retailing Portfolio	13,567		736,663
Fidelity Small Cap Growth Fund	7,959		136,018
Fidelity Small Cap Stock Fund	3,102		63,167
Fidelity Small Cap Value Fund	12,810		205,216
Fidelity Software & Computer Services Portfolio	20,250		1,764,377
Fidelity Technology Portfolio (a)	40,455		3,982,824
Fidelity Telecom and Utilities Fund	156,597		2,731,048
Fidelity Telecommunications Portfolio	34,569		1,743,649
Fidelity Transportation Portfolio	12,291		699,973
Fidelity Utilities Portfolio	11,656		614,023
Spartan Extended Market Index Fund Investor Class	6,109		246,682
Spartan Total Market Index Fund Investor Class	3,333		128,669
VIP Mid Cap Portfolio Investor Class	79		2,601
TOTAL DOMESTIC EQUITY FUNDS			71,417,755
International Equity Funds - 5.1%
Fidelity Canada Fund	9,919		592,938
Fidelity Diversified International Fund	30,158		939,121
Fidelity Emerging Asia Fund	86,891		2,728,363
Fidelity Emerging Markets Fund	8,495		223,345
Fidelity International Capital Appreciation Fund	10,386		138,964
Fidelity International Discovery Fund	61,000		2,066,086
Fidelity International Real Estate Fund	29,661		276,741
Fidelity International Small Cap Fund	38,815		868,672
Fidelity International Small Cap Opportunities Fund	252,048		2,724,644
Fidelity International Value Fund	276,127		2,355,365
Fidelity Japan Fund	43,877		460,268
Fidelity Japan Smaller Companies Fund	72,677		667,175
Fidelity Nordic Fund	62,945		2,237,077
Fidelity Overseas Fund	423		14,406
Fidelity Pacific Basin Fund	39,733		1,042,992
Spartan International Index Fund Investor Class	186,996		6,911,389
TOTAL INTERNATIONAL EQUITY FUNDS			24,247,546
TOTAL EQUITY FUNDS (Cost $76,626,422)		95,665,301
Fixed-Income Funds - 55.5%

Fidelity Floating Rate High Income Fund	1,656,718		16,252,404
Fidelity Focused High Income Fund	153,829		1,415,222
Fidelity High Income Fund	1,393,282		12,609,206
Fidelity New Markets Income Fund	287,585		4,578,353
Fixed-Income Funds - continued
	Shares		Value
Fidelity Real Estate Income Fund	223,361		$ 2,396,667
Spartan U.S. Bond Index Fund Investor Class	19,814,671		226,877,982
TOTAL FIXED-INCOME FUNDS (Cost $254,563,547)		264,129,834
Money Market Funds - 24.4%

Fidelity Institutional Money Market Portfolio Class I	13,159,809		13,159,809
Fidelity Institutional Prime Money Market Portfolio Class I	90,127,282		90,127,282
Fidelity Select Money Market Portfolio	12,946,453		12,946,453
TOTAL MONEY MARKET FUNDS (Cost $116,233,544)		116,233,544

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $447,423,513)

476,028,679

NET OTHER ASSETS (LIABILITIES) - 0.0%

(77,829)

NET ASSETS - 100%

$ 475,950,850

Legend

(a) Non-income producing

Other Information

Income Tax Information

At December 31, 2010, the Fund had a capital loss carryforward of approximately $11,488,547 of which $6,448,435 and $5,040,112 will expire in fiscal 2016 and 2017, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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, 2011 (Unaudited)

Assets
Investment in securities, at value (cost $447,423,513) - See accompanying schedule		$ 476,028,679
Receivable for investments sold		397,658
Receivable for fund shares sold		3,318
Total assets		476,429,655

Liabilities
Payable to custodian bank	$ 9
Payable for investments purchased	5
Payable for fund shares redeemed	400,971
Accrued management fee	77,699
Distribution and service plan fees payable	121
Total liabilities		478,805

Net Assets		$ 475,950,850
Net Assets consist of:
Paid in capital		$ 451,886,524
Undistributed net investment income		3,447,981
Accumulated undistributed net realized gain (loss) on investments		(7,988,821)
Net unrealized appreciation (depreciation) on investments		28,605,166
Net Assets		$ 475,950,850

Statement of Assets and Liabilities - continued

	June 30, 2011 (Unaudited)

Service Class: Net Asset Value, offering price and redemption price per share ($68,317 ÷ 6,273 shares)		$ 10.89

Service Class 2: Net Asset Value, offering price and redemption price per share ($1,041,274 ÷ 95,809 shares)		$ 10.87

Investor Class: Net Asset Value, offering price and redemption price per share ($474,841,259 ÷ 43,632,514 shares)		$ 10.88

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, 2011 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 3,880,907

Expenses
Management fee	$ 539,860
Distribution and service plan fees	1,042
Independent trustees' compensation	745
Total expenses before reductions	541,647
Expense reductions	(108,721)	432,926
Net investment income (loss)		3,447,981
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	3,083,297
Capital gain distributions from underlying funds	696,706
Total net realized gain (loss)		3,780,003
Change in net unrealized appreciation (depreciation) on underlying funds		2,784,295
Net gain (loss)		6,564,298
Net increase (decrease) in net assets resulting from operations		$ 10,012,279

Statement of Changes in Net Assets

	Six months ended June 30, 2011 (Unaudited)	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,447,981	$ 6,065,820
Net realized gain (loss)	3,780,003	2,867,619
Change in net unrealized appreciation (depreciation)	2,784,295	15,177,948
Net increase (decrease) in net assets resulting from operations	10,012,279	24,111,387
Distributions to shareholders from net investment income	-	(6,084,767)
Distributions to shareholders from net realized gain	-	(470,898)
Total distributions	-	(6,555,665)
Share transactions - net increase (decrease)	74,075,715	102,969,202
Total increase (decrease) in net assets	84,087,994	120,524,924

Net Assets
Beginning of period	391,862,856	271,337,932
End of period (including undistributed net investment income of $3,447,981 and undistributed net investment income of $0, respectively)	$ 475,950,850	$ 391,862,856

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.63	$ 10.07	$ 9.27	$ 10.48	$ 10.34	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.09	.19	.21	.34	.45	.33
Net realized and unrealized gain (loss)	.17	.55	.76	(1.21)	.18	.20
Total from investment operations	.26	.74	.97	(.87)	.63	.53
Distributions from net investment income	-	(.17)	(.16)	(.30)	(.29)	(.14)
Distributions from net realized gain	-	(.01)	(.01)	(.04)	(.20)	(.05)
Total distributions	-	(.18)	(.17)^J	(.34)^I	(.49)	(.19)
Net asset value, end of period	$ 10.89	$ 10.63	$ 10.07	$ 9.27	$ 10.48	$ 10.34
Total Return^B,C,D	2.45%	7.36%	10.43%	(8.33)%	6.12%	5.34%
Ratios to Average Net Assets^F,H
Expenses before reductions	.35%^A	.35%	.35%	.35%	.35%	.35%^A
Expenses net of fee waivers, if any	.20%^A	.20%	.20%	.20%	.20%	.20%^A
Expenses net of all reductions	.20%^A	.20%	.20%	.20%	.20%	.20%^A
Net investment income (loss)	1.59%^A	1.84%	2.19%	3.33%	4.20%	4.52%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 68	$ 67	$ 61	$ 88	$ 112	$ 105
Portfolio turnover rate	14%^A	14%	31%	64%	76%	92%^A

^A Annualized

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

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

^D Total returns would have been lower 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 13, 2006 (commencement of operations) to December 31, 2006.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or 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 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.

^J 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, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.62	$ 10.06	$ 9.28	$ 10.48	$ 10.34	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.08	.18	.20	.32	.43	.32
Net realized and unrealized gain (loss)	.17	.55	.74	(1.20)	.18	.20
Total from investment operations	.25	.73	.94	(.88)	.61	.52
Distributions from net investment income	-	(.16)	(.16)	(.29)	(.27)	(.13)
Distributions from net realized gain	-	(.01)	(.01)	(.04)	(.20)	(.05)
Total distributions	-	(.17)	(.16)^J	(.32)^I	(.47)	(.18)
Net asset value, end of period	$ 10.87	$ 10.62	$ 10.06	$ 9.28	$ 10.48	$ 10.34
Total Return^B,C,D	2.35%	7.24%	10.14%	(8.40)%	5.96%	5.23%
Ratios to Average Net Assets^F,H
Expenses before reductions	.50%^A	.50%	.50%	.50%	.50%	.50%^A
Expenses net of fee waivers, if any	.35%^A	.35%	.35%	.35%	.35%	.35%^A
Expenses net of all reductions	.35%^A	.35%	.35%	.35%	.35%	.35%^A
Net investment income (loss)	1.44%^A	1.69%	2.04%	3.18%	4.05%	4.38%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,041	$ 569	$ 425	$ 88	$ 112	$ 105
Portfolio turnover rate	14%^A	14%	31%	64%	76%	92%^A

^A Annualized

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

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

^D Total returns would have been lower 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 13, 2006 (commencement of operations) to December 31, 2006.

^I 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.

^J 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, 2011	Years ended December 31,
	(Unaudited)	2010	2009	2008	2007	2006^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.63	$ 10.06	$ 9.27	$ 10.48	$ 10.34	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.09	.19	.21	.33	.45	.33
Net realized and unrealized gain (loss)	.16	.56	.75	(1.20)	.18	.20
Total from investment operations	.25	.75	.96	(.87)	.63	.53
Distributions from net investment income	-	(.17)	(.16)	(.30)	(.29)	(.14)
Distributions from net realized gain	-	(.01)	(.01)	(.04)	(.20)	(.05)
Total distributions	-	(.18)	(.17)^J	(.34)^I	(.49)	(.19)
Net asset value, end of period	$ 10.88	$ 10.63	$ 10.06	$ 9.27	$ 10.48	$ 10.34
Total Return^B,C,D	2.35%	7.47%	10.32%	(8.33)%	6.12%	5.34%
Ratios to Average Net Assets^F,H
Expenses before reductions	.25%^A	.25%	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.20%^A	.20%	.20%	.20%	.20%	.20%^A
Expenses net of all reductions	.20%^A	.20%	.20%	.20%	.20%	.20%^A
Net investment income (loss)	1.59%^A	1.84%	2.19%	3.33%	4.20%	4.52%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 474,841	$ 391,226	$ 270,852	$ 153,110	$ 115,963	$ 24,045
Portfolio turnover rate	14%^A	14%	31%	64%	76%	92%^A