N-CSRS 1 VIP_V_main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05361

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

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2014

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, Strategic Income Portfolio and VIP Target Volatility Portfolio series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Asset Manager Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Initial Class	.61%
Actual		$ 1,000.00	$ 1,065.40	$ 3.12
Hypothetical^A		$ 1,000.00	$ 1,021.77	$ 3.06
Service Class	.73%
Actual		$ 1,000.00	$ 1,064.60	$ 3.74
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 3.66
Service Class 2	.88%
Actual		$ 1,000.00	$ 1,063.60	$ 4.50
Hypothetical^A		$ 1,000.00	$ 1,020.43	$ 4.41
Investor Class	.70%
Actual		$ 1,000.00	$ 1,064.50	$ 3.58
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.51

^A 5% return per year before expenses

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

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

In addition to the expenses noted above, the Fund also indirectly bears its proportional share of the expenses of the underlying Fidelity Central Funds. Annualized expenses of the underlying non-money market Fidelity Central Funds as of their most recent fiscal half year ranged from less than .01% to .20%.

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, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	1.4	1.8
Gilead Sciences, Inc.	0.8	0.9
Halliburton Co.	0.8	0.3
Facebook, Inc. Class A	0.7	0.5
EOG Resources, Inc.	0.7	0.5
	4.4
Top Five Bond Issuers as of June 30, 2014
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
U.S. Treasury Obligations	11.8	12.5
Fannie Mae	4.6	4.0
Ginnie Mae	1.7	2.1
Freddie Mac	1.7	2.0
Wachovia Bank Commercial Mortgage Trust	0.5	0.7
	20.3
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	14.2	15.0
Consumer Discretionary	11.6	14.4
Health Care	10.0	8.9
Energy	9.3	7.2
Information Technology	8.0	7.2

Asset Allocation (% of fund's net assets)
As of June 30, 2014*			As of December 31, 2013**
	Stock Class and Equity Futures*** 51.9%			Stock Class and Equity Futures 54.7%
	Bond Class 41.4%			Bond Class 41.5%
	Short-Term Class 6.7%			Short-Term Class 3.8%
* Foreign investments		23.9%	** Foreign investments		23.0%

vam123922

*** Includes investment in Fidelity Commodity Strategy Central Fund of 0.3%

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

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

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

Semiannual Report

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 36.5%
	Shares		Value
CONSUMER DISCRETIONARY - 7.8%
Auto Components - 0.6%
BorgWarner, Inc.	28,400		$ 1,851,396
Delphi Automotive PLC	75,800		5,210,492
Visteon Corp. (a)	19,800		1,920,798
			8,982,686
Automobiles - 0.2%
General Motors Co.	76,000		2,758,800
Diversified Consumer Services - 0.2%
Estacio Participacoes SA	222,600		2,946,843
Hotels, Restaurants & Leisure - 0.7%
Chipotle Mexican Grill, Inc. (a)	8,600		5,095,586
Fiesta Restaurant Group, Inc. (a)	42,200		1,958,502
Las Vegas Sands Corp.	26,600		2,027,452
MGM Mirage, Inc. (a)	45,600		1,203,840
			10,285,380
Household Durables - 1.6%
Barratt Developments PLC	198,000		1,266,309
Bellway PLC	57,800		1,549,070
D.R. Horton, Inc.	225,300		5,537,874
Harman International Industries, Inc.	37,100		3,985,653
KB Home	227,300		4,245,964
PulteGroup, Inc.	218,200		4,398,912
Taylor Morrison Home Corp. (a)	52,000		1,165,840
			22,149,622
Internet & Catalog Retail - 0.5%
JD.com, Inc. sponsored ADR (d)	30,900		880,959
priceline.com, Inc. (a)	4,800		5,774,400
			6,655,359
Media - 2.2%
CBS Corp. Class B	94,800		5,890,872
Comcast Corp. Class A	165,600		8,889,408
ITV PLC	727,200		2,217,753
Naspers Ltd. Class N	34,900		4,108,585
The Walt Disney Co.	39,100		3,352,434
Time Warner, Inc.	40,600		2,852,150
Twenty-First Century Fox, Inc. Class A	94,700		3,328,705
			30,639,907
Multiline Retail - 0.3%
Macy's, Inc.	76,600		4,444,332
Specialty Retail - 0.7%
Cabela's, Inc. Class A (a)	46,400		2,895,360
Lowe's Companies, Inc.	32,600		1,564,474
TJX Companies, Inc.	88,400		4,698,460
			9,158,294
Textiles, Apparel & Luxury Goods - 0.8%
Deckers Outdoor Corp. (a)(d)	20,600		1,778,398
Michael Kors Holdings Ltd. (a)	56,763		5,032,040

	Shares		Value
PVH Corp.	14,500		$ 1,690,700
VF Corp.	35,400		2,230,200
			10,731,338
TOTAL CONSUMER DISCRETIONARY			108,752,561
CONSUMER STAPLES - 0.9%
Beverages - 0.4%
Monster Beverage Corp. (a)	86,700		6,158,301
Food Products - 0.5%
Keurig Green Mountain, Inc.	52,400		6,529,564
TOTAL CONSUMER STAPLES			12,687,865
ENERGY - 5.9%
Energy Equipment & Services - 0.9%
Halliburton Co.	151,600		10,765,116
Helmerich & Payne, Inc.	16,000		1,857,760
			12,622,876
Oil, Gas & Consumable Fuels - 5.0%
Anadarko Petroleum Corp.	67,100		7,345,437
Canadian Natural Resources Ltd.	48,800		2,242,317
Cheniere Energy, Inc. (a)	11,200		803,040
Cimarex Energy Co.	35,000		5,021,100
Cobalt International Energy, Inc. (a)	63,100		1,157,885
Concho Resources, Inc. (a)	56,900		8,222,050
Continental Resources, Inc. (a)	39,100		6,179,364
EOG Resources, Inc.	84,200		9,839,612
GasLog Ltd.	64,300		2,050,527
Genel Energy PLC (a)	90,600		1,573,786
Hess Corp.	44,300		4,380,827
Phillips 66 Co.	42,500		3,418,275
Pioneer Natural Resources Co.	39,200		9,008,552
Southwestern Energy Co. (a)	60,400		2,747,596
Targa Resources Corp.	14,000		1,953,980
Valero Energy Corp.	63,000		3,156,300
			69,100,648
TOTAL ENERGY			81,723,524
FINANCIALS - 3.5%
Banks - 0.8%
Bank of America Corp.	555,300		8,534,961
Societe Generale Series A	36,100		1,891,011
UniCredit SpA	161,700		1,353,958
			11,779,930
Capital Markets - 1.5%
Ameriprise Financial, Inc.	22,700		2,724,000
Apollo Global Management LLC Class A	52,700		1,460,844
BlackRock, Inc. Class A	12,400		3,963,040
Charles Schwab Corp.	23,100		622,083
KKR & Co. LP	162,800		3,960,924
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Morgan Stanley, Inc.	118,500		$ 3,831,105
The Blackstone Group LP	136,600		4,567,904
			21,129,900
Consumer Finance - 0.1%
Springleaf Holdings, Inc.	63,000		1,634,850
Diversified Financial Services - 0.2%
McGraw Hill Financial, Inc.	30,400		2,524,112
Real Estate Investment Trusts - 0.2%
Altisource Residential Corp. Class B	89,666		2,334,006
Real Estate Management & Development - 0.4%
Altisource Asset Management Corp. (a)	2,200		1,590,732
Altisource Portfolio Solutions SA (a)	30,800		3,529,064
			5,119,796
Thrifts & Mortgage Finance - 0.3%
Ocwen Financial Corp. (a)	124,200		4,607,820
TOTAL FINANCIALS			49,130,414
HEALTH CARE - 7.8%
Biotechnology - 5.6%
Acorda Therapeutics, Inc. (a)	70,900		2,390,039
Actelion Ltd.	22,193		2,807,910
Aegerion Pharmaceuticals, Inc. (a)	65,700		2,108,313
Alexion Pharmaceuticals, Inc. (a)	34,500		5,390,625
Alnylam Pharmaceuticals, Inc. (a)	13,700		865,429
Amgen, Inc.	49,600		5,871,152
ARIAD Pharmaceuticals, Inc. (a)	215,600		1,373,372
BioCryst Pharmaceuticals, Inc. (a)	172,000		2,193,000
Biogen Idec, Inc. (a)	25,200		7,945,812
BioMarin Pharmaceutical, Inc. (a)	32,400		2,015,604
Celgene Corp. (a)	33,000		2,834,040
Celldex Therapeutics, Inc. (a)	38,000		620,160
Clovis Oncology, Inc. (a)	18,400		761,944
Genmab A/S (a)	36,100		1,540,840
Gilead Sciences, Inc. (a)	130,000		10,778,300
Intercept Pharmaceuticals, Inc. (a)	21,410		5,066,248
InterMune, Inc. (a)	110,400		4,874,160
KYTHERA Biopharmaceuticals, Inc. (a)	30,900		1,185,633
Medivation, Inc. (a)	99,100		7,638,628
Pharmacyclics, Inc. (a)	18,700		1,677,577
Synageva BioPharma Corp. (a)	46,900		4,915,120
uniQure B.V.	7,800		106,002
United Therapeutics Corp. (a)	24,900		2,203,401
			77,163,309
Health Care Technology - 0.0%
Medidata Solutions, Inc. (a)	11,200		479,472
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)	32,500		5,802,550
Thermo Fisher Scientific, Inc.	27,800		3,280,400
			9,082,950

	Shares		Value
Pharmaceuticals - 1.6%
AbbVie, Inc.	13,800		$ 778,872
Achaogen, Inc. (a)	27,600		385,296
Actavis PLC (a)	16,600		3,702,630
Akorn, Inc. (a)	11,000		365,750
Auxilium Pharmaceuticals, Inc. (a)	31,700		635,902
Jazz Pharmaceuticals PLC (a)	27,000		3,969,270
Ocera Therapeutics, Inc. (a)	6,700		51,188
Pacira Pharmaceuticals, Inc. (a)	43,900		4,032,654
Salix Pharmaceuticals Ltd. (a)	40,200		4,958,670
Shire PLC sponsored ADR	10,100		2,378,449
Tetraphase Pharmaceuticals, Inc. (a)	11,900		160,531
Valeant Pharmaceuticals International (Canada) (a)	2,550		322,475
			21,741,687
TOTAL HEALTH CARE			108,467,418
INDUSTRIALS - 2.7%
Aerospace & Defense - 0.8%
Alliant Techsystems, Inc.	5,800		776,736
General Dynamics Corp.	15,900		1,853,145
Huntington Ingalls Industries, Inc.	20,000		1,891,800
The Boeing Co.	51,400		6,539,622
			11,061,303
Airlines - 1.6%
American Airlines Group, Inc.	225,100		9,670,296
Delta Air Lines, Inc.	136,825		5,297,864
International Consolidated Airlines Group SA CDI (a)	248,100		1,573,137
Southwest Airlines Co.	195,400		5,248,444
			21,789,741
Machinery - 0.3%
Caterpillar, Inc.	37,200		4,042,524
TOTAL INDUSTRIALS			36,893,568
INFORMATION TECHNOLOGY - 6.4%
Communications Equipment - 0.5%
Arista Networks, Inc.	14,900		929,611
QUALCOMM, Inc.	76,200		6,035,040
			6,964,651
Internet Software & Services - 2.4%
58.com, Inc. ADR	27,000		1,459,620
Bankrate, Inc. (a)	119,300		2,092,522
Cornerstone OnDemand, Inc. (a)	56,300		2,590,926
Facebook, Inc. Class A (a)	150,821		10,148,745
Google, Inc.:
Class A (a)	10,800		6,314,436
Class C (a)	9,100		5,235,048
Kakaku.com, Inc.	32,300		566,412
Naver Corp.	3,753		3,096,595
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Tencent Holdings Ltd.	116,500		$ 1,776,721
Twitter, Inc.	10,200		417,894
			33,698,919
IT Services - 0.8%
Cognizant Technology Solutions Corp. Class A (a)	60,900		2,978,619
FleetCor Technologies, Inc. (a)	32,600		4,296,680
Visa, Inc. Class A	16,900		3,560,999
			10,836,298
Semiconductors & Semiconductor Equipment - 0.7%
Freescale Semiconductor, Inc. (a)	198,700		4,669,450
NXP Semiconductors NV (a)	67,200		4,447,296
			9,116,746
Software - 0.2%
Adobe Systems, Inc. (a)	10,700		774,252
CommVault Systems, Inc. (a)	18,000		885,060
King Digital Entertainment PLC (a)(d)	64,700		1,329,585
			2,988,897
Technology Hardware, Storage & Peripherals - 1.8%
3D Systems Corp. (a)(d)	11,500		687,700
Apple, Inc.	209,100		19,431,664
Nimble Storage, Inc. (d)	43,600		1,339,392
SanDisk Corp.	28,300		2,955,369
			24,414,125
TOTAL INFORMATION TECHNOLOGY			88,019,636
MATERIALS - 1.3%
Chemicals - 1.3%
Celanese Corp. Class A	23,900		1,536,292
Eastman Chemical Co.	29,300		2,559,355
Huntsman Corp.	96,300		2,706,030
LyondellBasell Industries NV Class A	52,500		5,126,625
Methanex Corp.	11,300		698,619
The Dow Chemical Co.	42,200		2,171,612
Westlake Chemical Corp.	39,900		3,342,024
			18,140,557
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
SoftBank Corp.	16,600		1,237,081
UTILITIES - 0.1%
Independent Power Producers & Energy Traders - 0.1%
Dynegy, Inc. (a)	32,000		1,113,600
TOTAL COMMON STOCKS (Cost $324,176,234)		506,166,224
Fixed-Income Funds - 43.6%
	Shares		Value
Fidelity Emerging Markets Debt Central Fund (f)	663,434		$ 6,932,887
Fidelity Floating Rate Central Fund (f)	375,917		40,903,565
Fidelity High Income Central Fund 1 (f)	281,213		29,665,153
Fidelity Inflation-Protected Bond Index Central Fund (f)	134,495		13,594,798
Fidelity VIP Investment Grade Central Fund (f)	4,844,861		514,911,875
TOTAL FIXED-INCOME FUNDS (Cost $579,803,093)		606,008,278
Equity Funds - 15.6%

Domestic Equity Funds - 0.3%
Fidelity Commodity Strategy Central Fund (f)	384,577		3,911,147
International Equity Funds - 15.3%
Fidelity Emerging Markets Equity Central Fund (f)	93,866		20,788,483
Fidelity International Equity Central Fund (f)	2,259,103		191,571,942
TOTAL INTERNATIONAL EQUITY FUNDS			212,360,425
TOTAL EQUITY FUNDS (Cost $206,197,786)		216,271,572

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.03% 7/17/14 (e) (Cost $1,129,984)	$ 1,130,000	1,129,992

Money Market Funds - 4.5%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	58,440,396		58,440,396
Fidelity Money Market Central Fund, 0.25% (b)	22,405		22,405
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	4,254,740		4,254,740
TOTAL MONEY MARKET FUNDS (Cost $62,717,541)		62,717,541
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $1,174,024,638)		1,392,293,607
NET OTHER ASSETS (LIABILITIES) - (0.3)%			(4,076,706)
NET ASSETS - 100%		$ 1,388,216,901

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
36 NYSE E-mini MSCI EAFE Index Contracts	Sept. 2014	$ 3,544,020	$ 15,962

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

Legend

(a) Non-income producing

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $209,999.

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 20,066
Fidelity Emerging Markets Debt Central Fund	173,442
Fidelity Emerging Markets Equity Central Fund	146,453
Fidelity Floating Rate Central Fund	975,709
Fidelity High Income Central Fund 1	849,634
Fidelity International Equity Central Fund	4,412,952
Fidelity Money Market Central Fund	27
Fidelity Securities Lending Cash Central Fund	47,427
Fidelity VIP Investment Grade Central Fund	7,590,957
Total	$ 14,216,667

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	$ -	$ 4,020,216	$ 8,893	$ 3,911,147	1.0%
Fidelity Emerging Markets Debt Central Fund	5,241,303	1,380,405	14,821	6,932,887	5.4%
Fidelity Emerging Markets Equity Central Fund	14,500,197	6,070,997	730,039	20,788,483	6.1%
Fidelity Floating Rate Central Fund	39,514,745	877,007	88,928	40,903,565	2.9%
Fidelity High Income Central Fund 1	28,287,764	764,547	59,286	29,665,153	6.4%
Fidelity Inflation-Protected Bond Index Central Fund	13,098,693	1,506	29,642	13,594,798	6.2%
Fidelity International Equity Central Fund	182,657,069	4,434,190	415,140	191,571,942	5.9%
Fidelity VIP Investment Grade Central Fund	503,515,456	31,880,279	36,094,476	514,911,875	12.4%
Total	$ 786,815,227	$ 49,429,147	$ 37,441,225	$ 822,279,850

Other Information

The following is a summary of the inputs used, as of June 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 108,752,561	$ 108,752,561	$ -	$ -
Consumer Staples	12,687,865	12,687,865	-	-
Energy	81,723,524	81,723,524	-	-
Financials	49,130,414	49,130,414	-	-
Health Care	108,467,418	108,467,418	-	-
Industrials	36,893,568	36,893,568	-	-
Information Technology	88,019,636	87,453,224	566,412	-
Materials	18,140,557	18,140,557	-	-
Telecommunication Services	1,237,081	-	1,237,081	-
Utilities	1,113,600	1,113,600	-	-
U.S. Government and Government Agency Obligations	1,129,992	-	1,129,992	-
Fixed-Income Funds	606,008,278	606,008,278	-	-
Money Market Funds	62,717,541	62,717,541	-	-
Equity Funds	216,271,572	216,271,572	-	-
Total Investments in Securities:	$ 1,392,293,607	$ 1,389,360,121	$ 2,933,486	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 15,962	$ 15,962	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 15,962	$ -
Total Value of Derivatives	$ 15,962	$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

Other Information

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	19.8%
AAA,AA,A	6.1%
BBB	9.8%
BB	1.8%
B	3.2%
CCC,CC,C	0.5%
D	0.0%*
Not Rated	0.3%
Equities	52.2%
Short-Term Investments and Net Other Assets	6.3%
	100.0%

* Amount represents less than 0.1%

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

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

United States of America	76.1%
United Kingdom	4.2%
Japan	2.3%
France	1.6%
Netherlands	1.5%
Germany	1.3%
Ireland	1.1%
Switzerland	1.0%
Australia	1.0%
Others (Individually Less Than 1%)	9.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $4,348,843) - See accompanying schedule: Unaffiliated issuers (cost $325,306,218)	$ 507,296,216
Fidelity Central Funds (cost $848,718,420)	884,997,391
Total Investments (cost $1,174,024,638)		$ 1,392,293,607
Cash		304,779
Receivable for investments sold		2,142,942
Receivable for fund shares sold		357,876
Dividends receivable		164,393
Distributions receivable from Fidelity Central Funds		16,288
Receivable for daily variation margin for derivative instruments		2,700
Other receivables		58,708
Total assets		1,395,341,293

Liabilities
Payable for investments purchased	$ 1,549,922
Payable for fund shares redeemed	513,604
Accrued management fee	576,366
Distribution and service plan fees payable	7,101
Other affiliated payables	136,002
Other payables and accrued expenses	86,657
Collateral on securities loaned, at value	4,254,740
Total liabilities		7,124,392

Net Assets		$ 1,388,216,901
Net Assets consist of:
Paid in capital		$ 1,082,379,484
Undistributed net investment income		12,251,668
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		75,299,989
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		218,285,760
Net Assets		$ 1,388,216,901

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($1,180,312,544 ÷ 66,849,317 shares)		$ 17.66

Service Class: Net Asset Value, offering price and redemption price per share ($7,644,647 ÷ 436,176 shares)		$ 17.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($31,013,407 ÷ 1,791,148 shares)		$ 17.31

Investor Class: Net Asset Value, offering price and redemption price per share ($169,246,303 ÷ 9,631,506 shares)		$ 17.57

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Dividends		$ 2,370,729
Interest		350
Income from Fidelity Central Funds		14,216,667
Total income		16,587,746

Expenses
Management fee	$ 3,403,842
Transfer agent fees	511,423
Distribution and service plan fees	42,872
Accounting and security lending fees	275,647
Custodian fees and expenses	11,011
Independent trustees' compensation	2,733
Appreciation in deferred trustee compensation account	124
Audit	28,127
Legal	5,267
Miscellaneous	5,757
Total expenses before reductions	4,286,803
Expense reductions	(12,678)	4,274,125
Net investment income (loss)		12,313,621
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	50,967,296
Fidelity Central Funds	(571,714)
Foreign currency transactions	(6,296)
Futures contracts	1,975,116
Total net realized gain (loss)		52,364,402
Change in net unrealized appreciation (depreciation) on: Investment securities	22,113,604
Assets and liabilities in foreign currencies	895
Futures contracts	(1,167,657)
Total change in net unrealized appreciation (depreciation)		20,946,842
Net gain (loss)		73,311,244
Net increase (decrease) in net assets resulting from operations		$ 85,624,865

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,313,621	$ 17,857,254
Net realized gain (loss)	52,364,402	88,894,030
Change in net unrealized appreciation (depreciation)	20,946,842	81,862,641
Net increase (decrease) in net assets resulting from operations	85,624,865	188,613,925
Distributions to shareholders from net investment income	-	(20,026,284)
Distributions to shareholders from net realized gain	(52,751,535)	(3,134,591)
Total distributions	(52,751,535)	(23,160,875)
Share transactions - net increase (decrease)	17,259,774	(91,770,023)
Total increase (decrease) in net assets	50,133,104	73,683,027

Net Assets
Beginning of period	1,338,083,797	1,264,400,770
End of period (including undistributed net investment income of $12,251,668 and distributions in excess of net investment income of $61,953, respectively)	$ 1,388,216,901	$ 1,338,083,797

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.24	$ 15.17	$ 13.80	$ 14.54	$ 13.00	$ 10.31
Income from Investment Operations
Net investment income (loss) ^E	.16	.23	.23	.28	.23	.26
Net realized and unrealized gain (loss)	.94	2.15	1.49	(.66)	1.62	2.73
Total from investment operations	1.10	2.38	1.72	(.38)	1.85	2.99
Distributions from net investment income	-	(.26)	(.24)	(.29)	(.24)	(.28)
Distributions from net realized gain	(.68)	(.04)	(.11)	(.07)	(.07)	(.02)
Total distributions	(.68)	(.31)^I	(.35)	(.36)	(.31)	(.30)
Net asset value, end of period	$ 17.66	$ 17.24	$ 15.17	$ 13.80	$ 14.54	$ 13.00
Total Return^{B, C, D}	6.54%	15.71%	12.48%	(2.56)%	14.26%	29.11%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.61%^A	.62%	.63%	.63%	.63%	.67%
Expenses net of fee waivers, if any	.61%^A	.62%	.63%	.63%	.63%	.67%
Expenses net of all reductions	.61%^A	.61%	.62%	.62%	.62%	.66%
Net investment income (loss)	1.83% ^A	1.40%	1.57%	1.91%	1.72%	2.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,180,313	$ 1,160,093	$ 1,114,021	$ 1,108,494	$ 1,279,306	$ 1,249,955
Portfolio turnover rate ^G	28% ^A	41%	47%	56%	54%	95%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds ranged from less than .01% to .20%. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Total distributions of $.31 per share is comprised of distributions from net investment income of $.264 and distributions from net realized gain of $.041 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.13	$ 15.08	$ 13.71	$ 14.45	$ 12.92	$ 10.25
Income from Investment Operations
Net investment income (loss) ^E	.15	.21	.21	.26	.22	.25
Net realized and unrealized gain (loss)	.93	2.13	1.49	(.65)	1.60	2.71
Total from investment operations	1.08	2.34	1.70	(.39)	1.82	2.96
Distributions from net investment income	-	(.24)	(.22)	(.28)	(.22)	(.27)
Distributions from net realized gain	(.68)	(.04)	(.11)	(.07)	(.07)	(.02)
Total distributions	(.68)	(.29)^I	(.33)	(.35)	(.29)	(.29)
Net asset value, end of period	$ 17.53	$ 17.13	$ 15.08	$ 13.71	$ 14.45	$ 12.92
Total Return^{B, C, D}	6.46%	15.53%	12.43%	(2.69)%	14.14%	28.94%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.73%^A	.74%	.74%	.75%	.75%	.79%
Expenses net of fee waivers, if any	.73%^A	.73%	.74%	.74%	.74%	.79%
Expenses net of all reductions	.73%^A	.73%	.73%	.74%	.73%	.78%
Net investment income (loss)	1.71%^A	1.28%	1.45%	1.79%	1.60%	2.18%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,645	$ 7,970	$ 8,429	$ 8,042	$ 8,613	$ 8,230
Portfolio turnover rate ^G	28% ^A	41%	47%	56%	54%	95%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds ranged from less than .01% to .20%. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Total distributions of $.29 per share is comprised of distributions from net investment income of $.244 and distributions from net realized gain of $.041 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 16.94	$ 14.92	$ 13.57	$ 14.30	$ 12.79	$ 10.15
Income from Investment Operations
Net investment income (loss) ^E	.13	.18	.19	.24	.19	.23
Net realized and unrealized gain (loss)	.92	2.10	1.47	(.65)	1.59	2.68
Total from investment operations	1.05	2.28	1.66	(.41)	1.78	2.91
Distributions from net investment income	-	(.22)	(.19)	(.25)	(.20)	(.25)
Distributions from net realized gain	(.68)	(.04)	(.11)	(.07)	(.07)	(.02)
Total distributions	(.68)	(.26)	(.31)^I	(.32)	(.27)	(.27)
Net asset value, end of period	$ 17.31	$ 16.94	$ 14.92	$ 13.57	$ 14.30	$ 12.79
Total Return^{B, C, D}	6.36%	15.34%	12.24%	(2.82)%	13.96%	28.76%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.88% ^A	.88%	.89%	.90%	.90%	.93%
Expenses net of fee waivers, if any	.88% ^A	.88%	.89%	.89%	.89%	.93%
Expenses net of all reductions	.87% ^A	.88%	.88%	.89%	.88%	.92%
Net investment income (loss)	1.57% ^A	1.14%	1.30%	1.64%	1.46%	2.04%
Supplemental Data
Net assets, end of period (000 omitted)	$ 31,013	$ 31,119	$ 29,966	$ 32,508	$ 39,148	$ 39,475
Portfolio turnover rate ^G	28% ^A	41%	47%	56%	54%	95%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds ranged from less than .01% to .20%. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Total distributions of $.31 per share is comprised of distributions from net investment income of $.194 and distributions from net realized gain of $.113 per share.

Financial Highlights - Investor Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.17	$ 15.11	$ 13.74	$ 14.49	$ 12.96	$ 10.28
Income from Investment Operations
Net investment income (loss) ^E	.15	.21	.22	.27	.22	.25
Net realized and unrealized gain (loss)	.93	2.14	1.49	(.67)	1.61	2.73
Total from investment operations	1.08	2.35	1.71	(.40)	1.83	2.98
Distributions from net investment income	-	(.25)	(.22)	(.28)	(.23)	(.28)
Distributions from net realized gain	(.68)	(.04)	(.11)	(.07)	(.07)	(.02)
Total distributions	(.68)	(.29)	(.34)^I	(.35)	(.30)	(.30)
Net asset value, end of period	$ 17.57	$ 17.17	$ 15.11	$ 13.74	$ 14.49	$ 12.96
Total Return^{B, C, D}	6.45%	15.62%	12.44%	(2.72)%	14.16%	29.01%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.70% ^A	.71%	.71%	.71%	.72%	.77%
Expenses net of fee waivers, if any	.70% ^A	.70%	.71%	.71%	.71%	.77%
Expenses net of all reductions	.69% ^A	.70%	.70%	.70%	.70%	.76%
Net investment income (loss)	1.75% ^A	1.31%	1.48%	1.82%	1.63%	2.21%
Supplemental Data
Net assets, end of period (000 omitted)	$ 169,246	$ 138,902	$ 111,985	$ 103,290	$ 98,171	$ 67,641
Portfolio turnover rate ^G	28% ^A	41%	47%	56%	54%	95%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds ranged from less than .01% to .20%. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Total distributions of $.34 per share is comprised of distributions from net investment income of $.223 and distributions from net realized gain of $.113 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014 (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. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser 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.

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices	Expense Ratio*
Fidelity Commodity Strategy Central Fund	Geode Capital Management, LLC (Geode)	Seeks to provide investment returns that correspond to the performance of the commodities market.	Investment in commodity-related investments through a wholly-owned subsidiary organized under the laws of the Cayman Islands Futures Swaps	.04%
Fidelity Emerging Markets Debt Central Fund	FMR Co., Inc. (FMRC)	Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.	Foreign Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.01%
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities Futures Restricted Securities	.20%
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.	Delayed Delivery & When Issued Securities Foreign Securities Futures Repurchase Agreements	.01%
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Restricted Securities	.00%**
Fidelity Inflation-Protected Bond Index Central Fund	Fidelity Investment Money Management, Inc. (FIMM)	Seeks to provide investment results that correspond to the performance of the inflation-protected United States Treasury market, and may invest in derivatives.	n/a	.00%**
Fidelity VIP Investment Grade Central Fund	FIMM	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swaps	.00%**
Fidelity Money Market Central Funds	FIMM	Each fund seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments	.00%**

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

** Amount represents less than .01%.

Semiannual Report

2. Investments in Fidelity Central Funds - continued

An unaudited holdings listing for each Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through each fund's investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

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

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the Fidelity Central Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Fidelity Central Funds' expenses through the impact of these expenses on each Fidelity Central Fund's NAV.

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

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

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 251,895,169
Gross unrealized depreciation	(21,694,104)
Net unrealized appreciation (depreciation) on securities and other investments	$ 230,201,065

Tax cost	$ 1,162,092,542

4. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $1,975,116 and a change in net unrealized appreciation (depreciation) of $(1,167,657) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $183,719,626 and $225,684,276, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .25% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .50% of the Fund's average net assets.

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

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, 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	$ 3,854
Service Class 2	39,018
	$ 42,872

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, 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 fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class	$ 383,243
Service Class	3,116
Service Class 2	12,002
Investor Class	113,062
	$ 511,423

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $3,081 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,241 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

Semiannual Report

8. Security Lending - continued

apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $199,680. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $47,427, including $93 from securities loaned to FCM.

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013
From net investment income
Initial Class	$ -	$ 17,529,160
Service Class	-	113,871
Service Class 2	-	401,405
Investor Class	-	1,981,848
Total	$ -	$ 20,026,284
From net realized gain
Initial Class	$ 45,478,632	$ 2,718,458
Service Class	320,919	19,098
Service Class 2	1,245,999	74,370
Investor Class	5,705,985	322,665
Total	$ 52,751,535	$ 3,134,591

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
Initial Class
Shares sold	899,061	1,776,839	$ 15,502,736	$ 28,728,652
Reinvestment of distributions	2,667,368	1,203,663	45,478,632	20,247,618
Shares redeemed	(3,998,100)	(9,115,467)	(68,780,669)	(147,555,356)
Net increase (decrease)	(431,671)	(6,134,965)	$ (7,799,301)	$ (98,579,086)
Service Class
Shares sold	24,977	38,656	$ 424,732	$ 630,181
Reinvestment of distributions	18,956	7,957	320,919	132,969
Shares redeemed	(72,993)	(140,439)	(1,254,540)	(2,266,901)
Net increase (decrease)	(29,060)	(93,826)	$ (508,889)	$ (1,503,751)
Service Class 2
Shares sold	134,915	208,837	$ 2,288,919	$ 3,330,187
Reinvestment of distributions	74,477	28,784	1,245,999	475,775
Shares redeemed	(254,907)	(409,882)	(4,318,275)	(6,530,674)
Net increase (decrease)	(45,515)	(172,261)	$ (783,357)	$ (2,724,712)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
Investor Class
Shares sold	1,436,936	1,350,799	$ 24,640,061	$ 21,846,353
Reinvestment of distributions	336,240	137,555	5,705,985	2,304,513
Shares redeemed	(231,386)	(808,215)	(3,994,725)	(13,113,340)
Net increase (decrease)	1,541,790	680,139	$ 26,351,321	$ 11,037,526

12. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 34% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 28% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAM-SANN-0814
1.705701.116

Fidelity® Variable Insurance Products:
Asset Manager: Growth Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Initial Class	.70%
Actual		$ 1,000.00	$ 1,074.50	$ 3.60
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.51
Service Class	.80%
Actual		$ 1,000.00	$ 1,073.80	$ 4.11
Hypothetical^A		$ 1,000.00	$ 1,020.83	$ 4.01
Service Class 2	1.01%
Actual		$ 1,000.00	$ 1,072.50	$ 5.19
Hypothetical^A		$ 1,000.00	$ 1,019.79	$ 5.06
Investor Class	.78%
Actual		$ 1,000.00	$ 1,074.30	$ 4.01
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91

^A 5% return per year before expenses

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	1.9	2.4
Gilead Sciences, Inc.	1.1	1.2
Facebook, Inc. Class A	1.1	0.6
Halliburton Co.	1.1	0.4
EOG Resources, Inc.	1.0	0.7
American Airlines Group, Inc.	1.0	0.8
Pioneer Natural Resources Co.	0.9	0.7
Comcast Corp. Class A	0.9	0.9
Bank of America Corp.	0.9	1.2
Concho Resources, Inc.	0.8	0.7
	10.7
Market Sectors as of June 30, 2014
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	13.3	16.8
Health Care	12.7	11.1
Financials	10.4	12.6
Information Technology	10.0	8.7
Energy	9.8	6.9
Industrials	6.1	6.6
Consumer Staples	3.8	3.8
Materials	3.6	2.8
Telecommunication Services	1.2	1.6
Utilities	0.9	0.7

Asset Allocation (% of fund's net assets)
As of June 30, 2014*			As of December 31, 2013**
	Stock Class and Equity Futures*** 72.2%			Stock Class and Equity Futures 74.5%
	Bond Class 23.8%			Bond Class 22.5%
	Short-Term Class 4.0%			Short-Term Class 3.0%
* Foreign investments		31.3%	** Foreign investments		30.7%

amg315960

*** Includes investment in Fidelity Commodity Strategy Central Fund of 0.3%

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

Semiannual Report

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 49.6%
	Shares		Value
CONSUMER DISCRETIONARY - 10.7%
Auto Components - 0.9%
BorgWarner, Inc.	5,700		$ 371,583
Delphi Automotive PLC	16,000		1,099,840
Visteon Corp. (a)	3,900		378,339
			1,849,762
Automobiles - 0.3%
General Motors Co.	15,900		577,170
Diversified Consumer Services - 0.3%
Estacio Participacoes SA	47,700		631,466
Hotels, Restaurants & Leisure - 1.0%
Chipotle Mexican Grill, Inc. (a)	1,800		1,066,518
Fiesta Restaurant Group, Inc. (a)	8,000		371,280
Las Vegas Sands Corp.	5,600		426,832
MGM Mirage, Inc. (a)	9,300		245,520
			2,110,150
Household Durables - 2.2%
Barratt Developments PLC	39,600		253,262
Bellway PLC	11,500		308,206
D.R. Horton, Inc.	47,400		1,165,092
Harman International Industries, Inc.	7,700		827,211
KB Home	48,000		896,640
PulteGroup, Inc.	46,000		927,360
Taylor Morrison Home Corp. (a)	10,300		230,926
			4,608,697
Internet & Catalog Retail - 0.6%
JD.com, Inc. sponsored ADR (d)	5,700		162,507
priceline.com, Inc. (a)	1,000		1,203,000
			1,365,507
Media - 3.0%
CBS Corp. Class B	20,000		1,242,800
Comcast Corp. Class A	34,900		1,873,432
ITV PLC	153,200		467,216
Naspers Ltd. Class N	7,300		859,389
The Walt Disney Co.	8,300		711,642
Time Warner, Inc.	8,300		583,075
Twenty-First Century Fox, Inc. Class A	20,000		703,000
			6,440,554
Multiline Retail - 0.4%
Macy's, Inc.	16,200		939,924
Specialty Retail - 0.9%
Cabela's, Inc. Class A (a)	9,800		611,520
Lowe's Companies, Inc.	6,700		321,533
TJX Companies, Inc.	18,700		993,905
			1,926,958
Textiles, Apparel & Luxury Goods - 1.1%
Deckers Outdoor Corp. (a)	4,200		362,586
Michael Kors Holdings Ltd. (a)	11,959		1,060,165

	Shares		Value
PVH Corp.	2,900		$ 338,140
VF Corp.	7,500		472,500
			2,233,391
TOTAL CONSUMER DISCRETIONARY			22,683,579
CONSUMER STAPLES - 1.3%
Beverages - 0.6%
Monster Beverage Corp. (a)	18,300		1,299,849
Food Products - 0.7%
Keurig Green Mountain, Inc.	11,100		1,383,171
TOTAL CONSUMER STAPLES			2,683,020
ENERGY - 8.1%
Energy Equipment & Services - 1.3%
Halliburton Co.	31,300		2,222,613
Helmerich & Payne, Inc.	3,300		383,163
			2,605,776
Oil, Gas & Consumable Fuels - 6.8%
Anadarko Petroleum Corp.	14,200		1,554,474
Canadian Natural Resources Ltd.	9,800		450,301
Cheniere Energy, Inc. (a)	2,200		157,740
Cimarex Energy Co.	7,300		1,047,258
Cobalt International Energy, Inc. (a)	12,500		229,375
Concho Resources, Inc. (a)	11,900		1,719,550
Continental Resources, Inc. (a)	8,200		1,295,928
EOG Resources, Inc.	17,800		2,080,108
GasLog Ltd.	13,500		430,515
Genel Energy PLC (a)	17,700		307,462
Hess Corp.	9,300		919,677
Phillips 66 Co.	8,600		691,698
Pioneer Natural Resources Co.	8,300		1,907,423
Southwestern Energy Co. (a)	12,600		573,174
Targa Resources Corp.	2,900		404,753
Valero Energy Corp.	13,200		661,320
			14,430,756
TOTAL ENERGY			17,036,532
FINANCIALS - 4.8%
Banks - 1.2%
Bank of America Corp.	117,300		1,802,901
Societe Generale Series A	7,600		398,108
UniCredit SpA	32,900		275,481
			2,476,490
Capital Markets - 2.1%
Ameriprise Financial, Inc.	4,700		564,000
Apollo Global Management LLC Class A	11,100		307,692
BlackRock, Inc. Class A	2,600		830,960
Charles Schwab Corp.	4,400		118,492
KKR & Co. LP	30,700		746,931
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Morgan Stanley, Inc.	25,000		$ 808,250
The Blackstone Group LP	28,800		963,072
			4,339,397
Consumer Finance - 0.1%
Springleaf Holdings, Inc.	12,100		313,995
Diversified Financial Services - 0.2%
McGraw Hill Financial, Inc.	6,300		523,089
Real Estate Investment Trusts - 0.2%
Altisource Residential Corp. Class B	17,600		458,128
Real Estate Management & Development - 0.5%
Altisource Asset Management Corp. (a)	450		325,377
Altisource Portfolio Solutions SA (a)	6,500		744,770
			1,070,147
Thrifts & Mortgage Finance - 0.5%
Ocwen Financial Corp. (a)	26,200		972,020
TOTAL FINANCIALS			10,153,266
HEALTH CARE - 10.5%
Biotechnology - 7.4%
Acorda Therapeutics, Inc. (a)	14,100		475,311
Actelion Ltd.	4,047		512,036
Aegerion Pharmaceuticals, Inc. (a)	12,400		397,916
Alexion Pharmaceuticals, Inc. (a)	7,300		1,140,625
Alnylam Pharmaceuticals, Inc. (a)	2,800		176,876
Amgen, Inc.	10,500		1,242,885
ARIAD Pharmaceuticals, Inc. (a)	40,700		259,259
BioCryst Pharmaceuticals, Inc. (a)	33,700		429,675
Biogen Idec, Inc. (a)	5,300		1,671,143
BioMarin Pharmaceutical, Inc. (a)	6,800		423,028
Celgene Corp. (a)	6,600		566,808
Celldex Therapeutics, Inc. (a)	7,000		114,240
Clovis Oncology, Inc. (a)	3,500		144,935
Genmab A/S (a)	7,100		303,046
Gilead Sciences, Inc. (a)	27,500		2,280,025
Intercept Pharmaceuticals, Inc. (a)	4,030		953,619
InterMune, Inc. (a)	20,900		922,735
KYTHERA Biopharmaceuticals, Inc. (a)	5,600		214,872
Medivation, Inc. (a)	20,200		1,557,016
Pharmacyclics, Inc. (a)	3,800		340,898
Synageva BioPharma Corp. (a)	9,800		1,027,040
uniQure B.V.	1,500		20,385
United Therapeutics Corp. (a)	5,200		460,148
			15,634,521
Health Care Technology - 0.1%
Medidata Solutions, Inc. (a)	2,200		94,182
Life Sciences Tools & Services - 0.9%
Illumina, Inc. (a)	6,900		1,231,926
Thermo Fisher Scientific, Inc.	5,900		696,200
			1,928,126

	Shares		Value
Pharmaceuticals - 2.1%
AbbVie, Inc.	2,900		$ 163,676
Achaogen, Inc. (a)	4,100		57,236
Actavis PLC (a)	3,400		758,370
Akorn, Inc. (a)	2,100		69,825
Auxilium Pharmaceuticals, Inc. (a)	5,800		116,348
Jazz Pharmaceuticals PLC (a)	5,300		779,153
Ocera Therapeutics, Inc. (a)	1,300		9,932
Pacira Pharmaceuticals, Inc. (a)	9,200		845,112
Salix Pharmaceuticals Ltd. (a)	8,500		1,048,475
Shire PLC sponsored ADR	2,100		494,529
Tetraphase Pharmaceuticals, Inc. (a)	2,400		32,376
Valeant Pharmaceuticals International (Canada) (a)	506		63,989
			4,439,021
TOTAL HEALTH CARE			22,095,850
INDUSTRIALS - 3.6%
Aerospace & Defense - 1.0%
Alliant Techsystems, Inc.	1,100		147,312
General Dynamics Corp.	3,100		361,305
Huntington Ingalls Industries, Inc.	3,900		368,901
The Boeing Co.	10,800		1,374,084
			2,251,602
Airlines - 2.2%
American Airlines Group, Inc.	47,500		2,040,600
Delta Air Lines, Inc.	28,900		1,119,008
International Consolidated Airlines Group SA CDI (a)	49,100		311,330
Southwest Airlines Co.	41,200		1,106,632
			4,577,570
Machinery - 0.4%
Caterpillar, Inc.	7,800		847,626
TOTAL INDUSTRIALS			7,676,798
INFORMATION TECHNOLOGY - 8.6%
Communications Equipment - 0.7%
Arista Networks, Inc.	2,800		174,692
QUALCOMM, Inc.	16,000		1,267,200
			1,441,892
Internet Software & Services - 3.3%
58.com, Inc. ADR	5,500		297,330
Bankrate, Inc. (a)	25,200		442,008
Cornerstone OnDemand, Inc. (a)	11,600		533,832
Facebook, Inc. Class A (a)	31,780		2,138,476
Google, Inc.:
Class A (a)	2,300		1,344,741
Class C (a)	1,900		1,093,032
Kakaku.com, Inc.	6,000		105,216
Naver Corp.	795		655,953
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Tencent Holdings Ltd.	24,000		$ 366,020
Twitter, Inc.	1,400		57,358
			7,033,966
IT Services - 1.1%
Cognizant Technology Solutions Corp. Class A (a)	13,000		635,830
FleetCor Technologies, Inc. (a)	6,400		843,520
Visa, Inc. Class A	3,600		758,556
			2,237,906
Semiconductors & Semiconductor Equipment - 0.8%
Freescale Semiconductor, Inc. (a)	40,100		942,350
NXP Semiconductors NV (a)	12,800		847,104
			1,789,454
Software - 0.3%
Adobe Systems, Inc. (a)	2,200		159,192
CommVault Systems, Inc. (a)	3,500		172,095
King Digital Entertainment PLC (a)(d)	13,200		271,260
			602,547
Technology Hardware, Storage & Peripherals - 2.4%
3D Systems Corp. (a)(d)	2,150		128,570
Apple, Inc.	44,100		4,098,212
Nimble Storage, Inc. (d)	8,400		258,048
SanDisk Corp.	5,900		616,137
			5,100,967
TOTAL INFORMATION TECHNOLOGY			18,206,732
MATERIALS - 1.8%
Chemicals - 1.8%
Celanese Corp. Class A	4,800		308,544
Eastman Chemical Co.	6,300		550,305
Huntsman Corp.	19,700		553,570
LyondellBasell Industries NV Class A	11,100		1,083,915
Methanex Corp.	2,300		142,197
The Dow Chemical Co.	8,700		447,702
Westlake Chemical Corp.	8,500		711,960
			3,798,193
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
SoftBank Corp.	3,200		238,474
UTILITIES - 0.1%
Independent Power Producers & Energy Traders - 0.1%
Dynegy, Inc. (a)	6,500		226,200
TOTAL COMMON STOCKS (Cost $67,957,185)		104,798,644
Fixed-Income Funds - 25.0%
	Shares		Value
Fidelity Emerging Markets Debt Central Fund (e)	99,101		$ 1,035,605
Fidelity Floating Rate Central Fund (e)	16,523		1,797,913
Fidelity High Income Central Fund 1 (e)	36,038		3,801,627
Fidelity Inflation-Protected Bond Index Central Fund (e)	17,868		1,806,061
Fidelity VIP Investment Grade Central Fund (e)	418,976		44,528,766
TOTAL FIXED-INCOME FUNDS (Cost $50,554,834)		52,969,972
Equity Funds - 23.3%

Domestic Equity Funds - 0.3%
Fidelity Commodity Strategy Central Fund (e)	57,416		583,923
International Equity Funds - 23.0%
Fidelity Emerging Markets Equity Central Fund (e)	21,847		4,838,370
Fidelity International Equity Central Fund (e)	515,865		43,745,334
TOTAL INTERNATIONAL EQUITY FUNDS			48,583,704
TOTAL EQUITY FUNDS (Cost $48,694,879)		49,167,627

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.03% 7/17/14 (Cost $159,998)	$ 160,000	159,999

Money Market Funds - 2.3%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	4,118,395		4,118,395
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	766,300		766,300
TOTAL MONEY MARKET FUNDS (Cost $4,884,695)		4,884,695

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $172,251,591)

211,980,937

NET OTHER ASSETS (LIABILITIES) - (0.3)%			(720,607)
NET ASSETS - 100%		$ 211,260,330

Legend

(a) Non-income producing

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 2,531
Fidelity Emerging Markets Debt Central Fund	9,476
Fidelity Emerging Markets Equity Central Fund	36,830
Fidelity Floating Rate Central Fund	42,709
Fidelity High Income Central Fund 1	108,460
Fidelity International Equity Central Fund	1,001,812
Fidelity Securities Lending Cash Central Fund	10,260
Fidelity VIP Investment Grade Central Fund	615,053
Total	$ 1,827,131

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	$ -	$ 599,172	$ 331	$ 583,923	0.2%
Fidelity Emerging Markets Debt Central Fund	-	1,010,651	552	1,035,605	0.8%
Fidelity Emerging Markets Equity Central Fund	3,876,174	736,839	2,538	4,838,370	1.4%
Fidelity Floating Rate Central Fund	1,729,435	47,815	1,105	1,797,913	0.1%
Fidelity High Income Central Fund 1	3,610,651	118,679	2,210	3,801,627	0.8%
Fidelity Inflation-Protected Bond Index Central Fund	1,732,704	5,099	1,105	1,806,061	0.8%
Fidelity International Equity Central Fund	39,332,329	3,306,182	22,875	43,745,334	1.3%
Fidelity VIP Investment Grade Central Fund	38,764,800	8,092,921	3,520,103	44,528,766	1.1%
Total	$ 89,046,093	$ 13,917,358	$ 3,550,819	$ 102,137,599

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 22,683,579	$ 22,683,579	$ -	$ -
Consumer Staples	2,683,020	2,683,020	-	-
Energy	17,036,532	17,036,532	-	-
Financials	10,153,266	10,153,266	-	-
Health Care	22,095,850	22,095,850	-	-
Industrials	7,676,798	7,676,798	-	-
Information Technology	18,206,732	18,101,516	105,216	-
Materials	3,798,193	3,798,193	-	-
Telecommunication Services	238,474	-	238,474	-
Utilities	226,200	226,200	-	-
U.S. Government and Government Agency Obligations	159,999	-	159,999	-
Fixed-Income Funds	52,969,972	52,969,972	-	-
Money Market Funds	4,884,695	4,884,695	-	-
Equity Funds	49,167,627	49,167,627	-	-
Total Investments in Securities:	$ 211,980,937	$ 211,477,248	$ 503,689	$ -

Other Information

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

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

U.S. Government and U.S. Government Agency Obligations	11.5%
AAA,AA,A	3.2%
BBB	6.3%
BB	1.0%
B	1.5%
CCC,CC,C	0.5%
D	0.0%*
Not Rated	0.2%
Equities	71.8%
Short-Term Investments and Net Other Assets	4.0%
	100.0%

* Amount represents less than 0.1%

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

United States of America	68.7%
United Kingdom	5.2%
Japan	3.4%
France	2.5%
Germany	1.7%
Netherlands	1.6%
Ireland	1.4%
Switzerland	1.3%
Bailiwick of Jersey	1.3%
Australia	1.2%
Others (Individually Less Than 1%)	11.7%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $793,246) - See accompanying schedule: Unaffiliated issuers (cost $68,117,183)	$ 104,958,643
Fidelity Central Funds (cost $104,134,408)	107,022,294
Total Investments (cost $172,251,591)		$ 211,980,937
Cash		32,244
Receivable for investments sold		416,841
Receivable for fund shares sold		73,744
Dividends receivable		37,329
Distributions receivable from Fidelity Central Funds		89,021
Other receivables		4,574
Total assets		212,634,690

Liabilities
Payable for investments purchased	$ 416,766
Payable for fund shares redeemed	17,313
Accrued management fee	95,865
Distribution and service plan fees payable	1,095
Other affiliated payables	24,904
Other payables and accrued expenses	52,117
Collateral on securities loaned, at value	766,300
Total liabilities		1,374,360

Net Assets		$ 211,260,330
Net Assets consist of:
Paid in capital		$ 173,689,811
Undistributed net investment income		1,564,913
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,723,860)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		39,729,466
Net Assets		$ 211,260,330

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($131,704,191 ÷ 6,699,848 shares)		$ 19.66

Service Class: Net Asset Value, offering price and redemption price per share ($3,427,206 ÷ 175,489 shares)		$ 19.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($3,852,412 ÷ 198,445 shares)		$ 19.41

Investor Class: Net Asset Value, offering price and redemption price per share ($72,276,521 ÷ 3,693,721 shares)		$ 19.57

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Dividends		$ 468,641
Interest		48
Income from Fidelity Central Funds		1,827,131
Total income		2,295,820

Expenses
Management fee	$ 552,624
Transfer agent fees	96,270
Distribution and service plan fees	6,442
Accounting and security lending fees	49,638
Custodian fees and expenses	5,612
Independent trustees' compensation	395
Audit	26,272
Legal	652
Miscellaneous	736
Total expenses before reductions	738,641
Expense reductions	(2,571)	736,070
Net investment income (loss)		1,559,750
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	7,503,357
Fidelity Central Funds	(167,655)
Foreign currency transactions	(1,296)
Futures contracts	276,754
Total net realized gain (loss)		7,611,160
Change in net unrealized appreciation (depreciation) on: Investment securities	5,428,695
Assets and liabilities in foreign currencies	144
Futures contracts	(187,769)
Total change in net unrealized appreciation (depreciation)		5,241,070
Net gain (loss)		12,852,230
Net increase (decrease) in net assets resulting from operations		$ 14,411,980

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,559,750	$ 1,774,763
Net realized gain (loss)	7,611,160	13,360,855
Change in net unrealized appreciation (depreciation)	5,241,070	20,156,048
Net increase (decrease) in net assets resulting from operations	14,411,980	35,291,666
Distributions to shareholders from net investment income	-	(1,787,949)
Distributions to shareholders from net realized gain	(31,618)	(498,676)
Total distributions	(31,618)	(2,286,625)
Share transactions - net increase (decrease)	4,345,920	(1,458,791)
Total increase (decrease) in net assets	18,726,282	31,546,250

Net Assets
Beginning of period	192,534,048	160,987,798
End of period (including undistributed net investment income of $1,564,913 and undistributed net investment income of $5,163, respectively)	$ 211,260,330	$ 192,534,048

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.30	$ 15.14	$ 13.35	$ 14.52	$ 12.66	$ 9.68
Income from Investment Operations
Net investment income (loss)^E	.15	.17	.19	.22	.16	.17
Net realized and unrealized gain (loss)	1.21	3.22	1.87	(1.12)	1.91	3.01
Total from investment operations	1.36	3.39	2.06	(.90)	2.07	3.18
Distributions from net investment income	-	(.18)	(.21)	(.24)	(.16)	(.18)
Distributions from net realized gain	-^I	(.05)	(.06)	(.03)	(.05)	(.02)
Total distributions	-^I	(.23)	(.27)	(.27)	(.21)	(.20)
Net asset value, end of period	$ 19.66	$ 18.30	$ 15.14	$ 13.35	$ 14.52	$ 12.66
Total Return^{B, C, D}	7.45%	22.41%	15.45%	(6.17)%	16.34%	32.91%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.70%^A	.72%	.72%	.73%	.74%	.78%
Expenses net of fee waivers, if any	.70%^A	.71%	.72%	.72%	.73%	.78%
Expenses net of all reductions	.70%^A	.71%	.71%	.71%	.72%	.77%
Net investment income (loss)	1.59%^A	1.05%	1.29%	1.49%	1.20%	1.57%
Supplemental Data
Net assets, end of period (000 omitted)	$ 131,704	$ 127,423	$ 116,252	$ 113,899	$ 138,051	$ 136,479
Portfolio turnover rate^G	32%^A	52%	59%	71%	68%	126%

^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. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds ranged from less than .01% to .20%.

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

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

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

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.19	$ 15.04	$ 13.26	$ 14.42	$ 12.58	$ 9.62
Income from Investment Operations
Net investment income (loss)^E	.14	.16	.17	.20	.14	.16
Net realized and unrealized gain (loss)	1.20	3.19	1.86	(1.11)	1.89	2.99
Total from investment operations	1.34	3.35	2.03	(.91)	2.03	3.15
Distributions from net investment income	-	(.15)	(.20)	(.22)	(.15)	(.17)
Distributions from net realized gain	-^I	(.05)	(.06)	(.03)	(.05)	(.02)
Total distributions	-^I	(.20)	(.25)^J	(.25)	(.19)^K	(.19)
Net asset value, end of period	$ 19.53	$ 18.19	$ 15.04	$ 13.26	$ 14.42	$ 12.58
Total Return^{B, C, D}	7.38%	22.34%	15.34%	(6.26)%	16.18%	32.79%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.80%^A	.82%	.82%	.83%	.84%	.88%
Expenses net of fee waivers, if any	.80%^A	.82%	.82%	.82%	.84%	.88%
Expenses net of all reductions	.80%^A	.81%	.81%	.81%	.82%	.87%
Net investment income (loss)	1.49%^A	.95%	1.19%	1.39%	1.09%	1.47%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,427	$ 3,191	$ 3,541	$ 5,654	$ 3,999	$ 3,838
Portfolio turnover rate^G	32%^A	52%	59%	71%	68%	126%

^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 Amount represents less than $.01 per share.

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

^K 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.10	$ 14.97	$ 13.21	$ 14.36	$ 12.51	$ 9.57
Income from Investment Operations
Net investment income (loss)^E	.12	.12	.14	.17	.12	.14
Net realized and unrealized gain (loss)	1.19	3.18	1.84	(1.09)	1.88	2.97
Total from investment operations	1.31	3.30	1.98	(.92)	2.00	3.11
Distributions from net investment income	-	(.12)	(.17)	(.20)	(.11)	(.15)
Distributions from net realized gain	-^I	(.05)	(.06)	(.03)	(.05)	(.02)
Total distributions	-^I	(.17)	(.22)^J	(.23)	(.15)^K	(.17)
Net asset value, end of period	$ 19.41	$ 18.10	$ 14.97	$ 13.21	$ 14.36	$ 12.51
Total Return^{B, C, D}	7.25%	22.09%	15.03%	(6.39)%	16.02%	32.55%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.01%^A	1.03%	1.04%	1.01%	1.02%	1.06%
Expenses net of fee waivers, if any	1.01%^A	1.02%	1.04%	1.01%	1.02%	1.06%
Expenses net of all reductions	1.01%^A	1.02%	1.03%	1.00%	1.00%	1.05%
Net investment income (loss)	1.28%^A	.74%	.97%	1.20%	.91%	1.29%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,852	$ 3,626	$ 3,621	$ 3,260	$ 6,046	$ 8,139
Portfolio turnover rate^G	32%^A	52%	59%	71%	68%	126%

^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 Amount represents less than $.01 per share.

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

^K 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.22	$ 15.08	$ 13.30	$ 14.46	$ 12.61	$ 9.65
Income from Investment Operations
Net investment income (loss)^E	.14	.16	.18	.20	.15	.16
Net realized and unrealized gain (loss)	1.21	3.20	1.86	(1.10)	1.90	2.99
Total from investment operations	1.35	3.36	2.04	(.90)	2.05	3.15
Distributions from net investment income	-	(.17)	(.20)	(.23)	(.15)	(.17)
Distributions from net realized gain	-^I	(.05)	(.06)	(.03)	(.05)	(.02)
Total distributions	-^I	(.22)	(.26)	(.26)	(.20)	(.19)
Net asset value, end of period	$ 19.57	$ 18.22	$ 15.08	$ 13.30	$ 14.46	$ 12.61
Total Return^{B, C, D}	7.43%	22.30%	15.34%	(6.20)%	16.25%	32.68%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.78%^A	.80%	.81%	.81%	.83%	.89%
Expenses net of fee waivers, if any	.78%^A	.80%	.81%	.81%	.82%	.89%
Expenses net of all reductions	.78%^A	.79%	.79%	.80%	.81%	.87%
Net investment income (loss)	1.51%^A	.97%	1.21%	1.41%	1.11%	1.47%
Supplemental Data
Net assets, end of period (000 omitted)	$ 72,277	$ 58,295	$ 37,574	$ 36,235	$ 33,627	$ 26,307
Portfolio turnover rate^G	32%^A	52%	59%	71%	68%	126%

^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 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, 2014 (Unaudited)

1. Organization.

VIP Asset Manager: Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices	Expense Ratio*
Fidelity Commodity Strategy Central Fund	Geode Capital Management, LLC (Geode)	Seeks to provide investment returns that correspond to the performance of the commodities market.	Investment in commodity-related investments through a wholly-owned subsidiary organized under the laws of the Cayman Islands Futures Swaps	.04%
Fidelity Emerging Markets Debt Central Fund	FMR Co., Inc. (FMRC)	Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.	Foreign Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities Futures Restricted Securities	.20%
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.	Delayed Delivery & When Issued Securities Foreign Securities Futures Repurchase Agreements	.01%
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Restricted Securities	.00%**
Fidelity Inflation-Protected Bond Index Central Fund	Fidelity Investment Money Management, Inc. (FIMM)	Seeks to provide investment results that correspond to the performance of the inflation-protected United States Treasury market, and may invest in derivatives.		.00%**
Fidelity VIP Investment Grade Central Fund	FIMM	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swaps	.00%**
Fidelity Money Market Central Funds	FIMM	Each fund seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments	.00%**

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

** Amount represents less than .01%.

Semiannual Report

2. Investments in Fidelity Central Funds - continued

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

3. Significant Accounting Policies.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the Fidelity Central Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Fidelity Central Funds' expenses through the impact of these expenses on each Fidelity Central Fund's NAV.

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, futures contracts, foreign currency transactions, 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	$ 45,040,731
Gross unrealized depreciation	(4,916,436)
Net unrealized appreciation (depreciation) on securities and other investments	$ 40,124,295

Tax cost	$ 171,856,642

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

Fiscal year of expiration
2017	$ (18,888,513)

Semiannual Report

4. Derivative Instruments.

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

Equity Risk

During the period the Fund recognized net realized gain (loss) of $276,754 and a change in net unrealized appreciation (depreciation) of $(187,769) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $40,318,552 and $31,767,941, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. 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	$ 1,674
Service Class 2	4,768
	$ 6,442

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, 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 fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% ( .15% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class	$ 44,282
Service Class	1,185
Service Class 2	2,386
Investor Class	48,417
	$ 96,270

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $177 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $10,260. During the period, there were no securities loaned to FCM.

Semiannual Report

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013
From net investment income
Initial Class	$ -	$ 1,223,555
Service Class	-	26,731
Service Class 2	-	24,103
Investor Class	-	513,560
Total	$ -	$ 1,787,949
From net realized gain
Initial Class	$ 20,600	$ 335,311
Service Class	545	8,656
Service Class 2	619	9,703
Investor Class	9,854	145,006
Total	$ 31,618	$ 498,676

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
Initial Class
Shares sold	79,650	254,258	$ 1,504,269	$ 4,235,828
Reinvestment of distributions	1,091	88,376	20,600	1,558,866
Shares redeemed	(345,338)	(1,057,265)	(6,491,158)	(17,597,555)
Net increase (decrease)	(264,597)	(714,631)	$ (4,966,289)	$ (11,802,861)
Service Class
Shares sold	9,836	7,813	$ 180,332	$ 123,295
Reinvestment of distributions	29	2,020	545	35,387
Shares redeemed	(9,822)	(69,763)	(183,503)	(1,172,829)
Net increase (decrease)	43	(59,930)	$ (2,626)	$ (1,014,147)
Service Class 2
Shares sold	21,193	38,367	$ 394,051	$ 623,037
Reinvestment of distributions	33	1,940	619	33,806
Shares redeemed	(23,150)	(81,713)	(434,733)	(1,327,456)
Net increase (decrease)	(1,924)	(41,406)	$ (40,063)	$ (670,613)
Investor Class
Shares sold	648,867	876,640	$ 12,250,581	$ 14,728,602
Reinvestment of distributions	524	37,462	9,854	658,566
Shares redeemed	(155,272)	(206,156)	(2,905,537)	(3,358,338)
Net increase (decrease)	494,119	707,946	$ 9,354,898	$ 12,028,830

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 82% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

Fidelity Investments Money Management, Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAMG-SANN-0814
1.705700.116

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

VIP Freedom Income Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2005 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2010 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2015 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2020 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2025 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2030 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2035 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2040 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2045 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

VIP Freedom 2050 Portfolio^SM

(Click Here)

Investment Changes

Investments

Financial Statements

Notes

(Click Here)

Notes to the financial statements.

Semiannual Report

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP Freedom Income
Initial Class	.00%
Actual		$ 1,000.00	$ 1,032.40	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,031.50	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,031.60	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2005
Initial Class	.00%
Actual		$ 1,000.00	$ 1,039.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,038.10	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,037.50	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP Freedom 2010
Initial Class	.00%
Actual		$ 1,000.00	$ 1,041.90	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,041.10	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,040.50	$ 1.26
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2015
Initial Class	.00%
Actual		$ 1,000.00	$ 1,043.90	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,044.00	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,043.30	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2020
Initial Class	.00%
Actual		$ 1,000.00	$ 1,046.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,046.00	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,045.40	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2025
Initial Class	.00%
Actual		$ 1,000.00	$ 1,050.10	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,049.50	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,048.90	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP Freedom 2030
Initial Class	.00%
Actual		$ 1,000.00	$ 1,051.40	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,051.40	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,050.00	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2035
Initial Class	.00%
Actual		$ 1,000.00	$ 1,052.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,052.20	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,051.30	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2040
Initial Class	.00%
Actual		$ 1,000.00	$ 1,052.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,051.80	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,051.40	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
VIP Freedom 2045
Initial Class	.00%
Actual		$ 1,000.00	$ 1,052.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,052.20	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,051.20	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25
	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP Freedom 2050
Initial Class	.00%
Actual		$ 1,000.00	$ 1,052.90	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 1,051.70	$ .51
Hypothetical^A		$ 1,000.00	$ 1,024.30	$ .50
Service Class 2	.25%
Actual		$ 1,000.00	$ 1,051.20	$ 1.27
Hypothetical^A		$ 1,000.00	$ 1,023.55	$ 1.25

^A 5% return per year before expenses

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

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

Semiannual Report

VIP Freedom Income Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	2.9	3.0
VIP Equity-Income Portfolio Initial Class	3.1	3.1
VIP Growth & Income Portfolio Initial Class	3.5	3.6
VIP Growth Portfolio Initial Class	3.0	3.2
VIP Mid Cap Portfolio Initial Class	0.8	0.9
VIP Value Portfolio Initial Class	2.3	2.3
VIP Value Strategies Portfolio Initial Class	1.1	1.1
	16.7	17.2
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	1.5	1.5
VIP Overseas Portfolio Initial Class	5.7	5.9
	7.2	7.4
Bond Funds
VIP High Income Portfolio Initial Class	6.0	5.9
VIP Investment Grade Bond Portfolio Initial Class	40.1	39.7
	46.1	45.6
Short-Term Funds
VIP Money Market Portfolio Initial Class	30.0	29.8
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	16.7%
	International Equity Funds	7.2%
	Bond Funds	46.1%
	Short-Term Funds	30.0%

ffk316009

Six months ago
	Domestic Equity Funds	17.2%
	International Equity Funds	7.4%
	Bond Funds	45.6%
	Short-Term Funds	29.8%

ffk316015

Semiannual Report

VIP Freedom Income Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 16.7%
	Shares		Value
VIP Contrafund Portfolio Initial Class (b)	24,161		$ 885,743
VIP Equity-Income Portfolio Initial Class (b)	37,199		931,088
VIP Growth & Income Portfolio Initial Class (b)	52,239		1,064,100
VIP Growth Portfolio Initial Class (b)	14,599		906,904
VIP Mid Cap Portfolio Initial Class (b)	6,827		256,956
VIP Value Portfolio Initial Class (b)	42,330		683,201
VIP Value Strategies Portfolio Initial Class (b)	21,791		332,531
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,804,250)		5,060,523
International Equity Funds - 7.2%

VIP Emerging Markets Portfolio Initial Class (b)	48,129		462,521
VIP Overseas Portfolio Initial Class (b)	83,292		1,704,979
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,724,739)		2,167,500
Bond Funds - 46.1%
	Shares		Value
VIP High Income Portfolio Initial Class (b)	297,834		$ 1,813,807
VIP Investment Grade Bond Portfolio Initial Class (b)	941,667		12,119,256
TOTAL BOND FUNDS (Cost $13,652,702)		13,933,063
Short-Term Funds - 30.0%

VIP Money Market Portfolio Initial Class 0.01% (a)(b) (Cost $9,069,037)	9,069,037		9,069,037
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $28,250,728)			30,230,123
NET OTHER ASSETS (LIABILITIES) - 0.0%			(2,102)
NET ASSETS - 100%		$ 30,228,021

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 881,526	$ 109,086	$ 162,996	$ -	$ 885,743
VIP Emerging Markets Portfolio Initial Class	442,582	59,961	68,869	-	462,521
VIP Equity-Income Portfolio Initial Class	891,202	112,378	139,091	-	931,088
VIP Growth & Income Portfolio Initial Class	1,035,773	131,439	169,291	-	1,064,100
VIP Growth Portfolio Initial Class	919,975	145,821	238,052	-	906,904
VIP High Income Portfolio Initial Class	1,728,037	242,846	243,630	-	1,813,807
VIP Investment Grade Bond Portfolio Initial Class	11,508,917	1,718,216	1,586,325	-	12,119,256
VIP Mid Cap Portfolio Initial Class	264,014	34,221	50,453	-	256,956
VIP Money Market Portfolio Initial Class	8,627,262	1,485,349	1,043,574	436	9,069,037
VIP Overseas Portfolio Initial Class	1,708,577	252,174	243,154	-	1,704,979
VIP Value Portfolio Initial Class	672,840	84,373	116,181	-	683,201
VIP Value Strategies Portfolio Initial Class	330,099	38,726	56,307	-	332,531
Total	$ 29,010,804	$ 4,414,590	$ 4,117,923	$ 436	$ 30,230,123

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

Semiannual Report

VIP Freedom Income Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $28,250,728) - See accompanying schedule		$ 30,230,123
Cash		1
Receivable for investments sold		42,599
Receivable for fund shares sold		16,228
Total assets		30,288,951

Liabilities
Payable for investments purchased	$ 3
Payable for fund shares redeemed	58,827
Distribution and service plan fees payable	2,100
Total liabilities		60,930

Net Assets		$ 30,228,021
Net Assets consist of:
Paid in capital		$ 28,351,198
Accumulated net investment loss		(11,685)
Accumulated undistributed net realized gain (loss) on investments		(90,887)
Net unrealized appreciation (depreciation) on investments		1,979,395
Net Assets		$ 30,228,021

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($17,134,500 ÷ 1,535,906 shares)		$ 11.16

Service Class: Net Asset Value, offering price and redemption price per share ($4,903,216 ÷ 439,590 shares)		$ 11.15

Service Class 2: Net Asset Value, offering price and redemption price per share ($8,190,305 ÷ 737,503 shares)		$ 11.11

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 436

Expenses
Distribution and service plan fees	$ 12,121
Independent trustees' compensation	56
Total expenses before reductions	12,177
Expense reductions	(56)	12,121
Net investment income (loss)		(11,685)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(11,975)
Capital gain distributions from underlying funds	19,609
Total net realized gain (loss)		7,634
Change in net unrealized appreciation (depreciation) on underlying funds		935,022
Net gain (loss)		942,656
Net increase (decrease) in net assets resulting from operations		$ 930,971

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (11,685)	$ 413,397
Net realized gain (loss)	7,634	310,368
Change in net unrealized appreciation (depreciation)	935,022	637,601
Net increase (decrease) in net assets resulting from operations	930,971	1,361,366
Distributions to shareholders from net investment income	-	(415,198)
Distributions to shareholders from net realized gain	(213,861)	(227,373)
Total distributions	(213,861)	(642,571)
Share transactions - net increase (decrease)	501,969	5,143,347
Total increase (decrease) in net assets	1,219,079	5,862,142

Net Assets
Beginning of period	29,008,942	23,146,800
End of period (including accumulated net investment loss of $11,685 and $0, respectively)	$ 30,228,021	$ 29,008,942

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.89	$ 10.57	$ 10.21	$ 10.27	$ 10.00	$ 9.14
Income from Investment Operations
Net investment income (loss) ^E	-^I	.18	.16	.19	.19	.39
Net realized and unrealized gain (loss)	.35	.40	.50	(.02)	.56	.96
Total from investment operations	.35	.58	.66	.17	.75	1.35
Distributions from net investment income	-	(.17)	(.16)	(.19)	(.20)	(.35)
Distributions from net realized gain	(.08)	(.10)	(.14)	(.04)	(.28)	(.15)
Total distributions	(.08)	(.26)^J	(.30)	(.23)	(.48)	(.49)^K
Net asset value, end of period	$ 11.16	$ 10.89	$ 10.57	$ 10.21	$ 10.27	$ 10.00
Total Return^{B, C, D}	3.24%	5.55%	6.52%	1.63%	7.49%	14.95%
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)	.00% ^A,G	1.67%	1.55%	1.85%	1.88%	4.00%
Supplemental Data
Net assets, end of period (000 omitted)	$ 17,135	$ 16,980	$ 14,184	$ 10,938	$ 11,165	$ 12,679
Portfolio turnover rate ^F	28% ^A	43%	43%	49%	41%	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 underlying funds in which the Fund invests. ^IAmount represents less than $.01 per share. ^J Total distributions of $.26 per share is comprised of distributions from net investment income of $.166 and distributions from net realized gain of $.097 per share. ^K Total distributions of $.49 per share is comprised of distributions from net investment income of $.347 and distributions from net realized gain of $.146 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.89	$ 10.58	$ 10.22	$ 10.28	$ 10.00	$ 9.14
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.17	.15	.18	.18	.37
Net realized and unrealized gain (loss)	.35	.40	.50	(.02)	.56	.97
Total from investment operations	.34	.57	.65	.16	.74	1.34
Distributions from net investment income	-	(.16)	(.15)	(.18)	(.19)	(.33)
Distributions from net realized gain	(.08)	(.10)	(.14)	(.04)	(.28)	(.15)
Total distributions	(.08)	(.26)	(.29)	(.22)	(.46)^H	(.48)^I
Net asset value, end of period	$ 11.15	$ 10.89	$ 10.58	$ 10.22	$ 10.28	$ 10.00
Total Return^{B, C, D}	3.15%	5.38%	6.42%	1.56%	7.46%	14.81%
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)	(.10) %^A	1.57%	1.45%	1.75%	1.78%	3.90%
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,903	$ 4,529	$ 2,467	$ 2,505	$ 172	$ 163
Portfolio turnover rate ^F	28% ^A	43%	43%	49%	41%	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 underlying funds in which the Fund invests. ^H 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. ^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.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.85	$ 10.54	$ 10.18	$ 10.24	$ 9.97	$ 9.12
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.15	.14	.17	.17	.36
Net realized and unrealized gain (loss)	.35	.40	.49	(.03)	.55	.96
Total from investment operations	.34	.55	.63	.14	.72	1.32
Distributions from net investment income	-	(.14)	(.13)	(.16)	(.18)	(.33)
Distributions from net realized gain	(.08)	(.10)	(.14)	(.04)	(.28)	(.15)
Total distributions	(.08)	(.24)	(.27)	(.20)	(.45)^H	(.47)^I
Net asset value, end of period	$ 11.11	$ 10.85	$ 10.54	$ 10.18	$ 10.24	$ 9.97
Total Return^{B, C, D}	3.16%	5.21%	6.26%	1.39%	7.25%	14.64%
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)	(.25)% ^A	1.42%	1.30%	1.60%	1.63%	3.76%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,190	$ 7,500	$ 6,495	$ 7,731	$ 7,313	$ 6,753
Portfolio turnover rate ^F	28% ^A	43%	43%	49%	41%	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 underlying funds in which the Fund invests. ^H 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. ^I Total distributions of $.47 per share is comprised of distributions from net investment income of $.326 and distributions from net realized gain of $.146 per share.

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

Semiannual Report

VIP Freedom 2005 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	5.0	4.8
VIP Equity-Income Portfolio Initial Class	5.2	4.8
VIP Growth & Income Portfolio Initial Class	5.9	5.6
VIP Growth Portfolio Initial Class	5.1	5.1
VIP Mid Cap Portfolio Initial Class	1.5	1.5
VIP Value Portfolio Initial Class	3.8	3.7
VIP Value Strategies Portfolio Initial Class	1.9	1.8
	28.4	27.3
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.5	2.4
VIP Overseas Portfolio Initial Class	9.4	9.4
	11.9	11.8
Bond Funds
VIP High Income Portfolio Initial Class	6.3	6.2
VIP Investment Grade Bond Portfolio Initial Class	33.7	34.1
	40.0	40.3
Short-Term Funds
VIP Money Market Portfolio Initial Class	19.7	20.6
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	28.4%
	International Equity Funds	11.9%
	Bond Funds	40.0%
	Short-Term Funds	19.7%

ffk316021

Six months ago
	Domestic Equity Funds	27.3%
	International Equity Funds	11.8%
	Bond Funds	40.3%
	Short-Term Funds	20.6%

ffk316027

Semiannual Report

VIP Freedom 2005 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 28.4%
	Shares		Value
VIP Contrafund Portfolio Initial Class (b)	10,869		$ 398,472
VIP Equity-Income Portfolio Initial Class (b)	16,671		417,283
VIP Growth & Income Portfolio Initial Class (b)	23,234		473,282
VIP Growth Portfolio Initial Class (b)	6,598		409,855
VIP Mid Cap Portfolio Initial Class (b)	3,105		116,867
VIP Value Portfolio Initial Class (b)	18,862		304,438
VIP Value Strategies Portfolio Initial Class (b)	9,825		149,935
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,767,852)		2,270,132
International Equity Funds - 11.9%

VIP Emerging Markets Portfolio Initial Class (b)	20,890		200,757
VIP Overseas Portfolio Initial Class (b)	36,868		754,679
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $902,450)		955,436
Bond Funds - 40.0%
	Shares		Value
VIP High Income Portfolio Initial Class (b)	81,943		$ 499,035
VIP Investment Grade Bond Portfolio Initial Class (b)	209,330		2,694,083
TOTAL BOND FUNDS (Cost $3,151,997)		3,193,118
Short-Term Funds - 19.7%

VIP Money Market Portfolio Initial Class 0.01% (a)(b) (Cost $1,572,288)	1,572,288		1,572,288
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $7,394,587)			7,990,974
NET OTHER ASSETS (LIABILITIES) - 0.0%			(42)
NET ASSETS - 100%		$ 7,990,932

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 355,021	$ 40,798	$ 23,094	$ -	$ 398,472
VIP Emerging Markets Portfolio Initial Class	175,304	24,061	11,551	-	200,757
VIP Equity-Income Portfolio Initial Class	357,123	58,476	28,313	-	417,283
VIP Growth & Income Portfolio Initial Class	416,920	62,760	36,613	-	473,282
VIP Growth Portfolio Initial Class	373,359	49,052	46,946	-	409,855
VIP High Income Portfolio Initial Class	454,241	45,897	24,474	-	499,035
VIP Investment Grade Bond Portfolio Initial Class	2,517,174	299,493	227,894	-	2,694,083
VIP Mid Cap Portfolio Initial Class	109,010	13,175	9,564	-	116,867
VIP Money Market Portfolio Initial Class	1,515,699	194,604	138,015	77	1,572,288
VIP Overseas Portfolio Initial Class	693,747	119,143	54,160	-	754,679
VIP Value Portfolio Initial Class	269,695	33,579	17,570	-	304,438
VIP Value Strategies Portfolio Initial Class	135,381	12,775	7,096	-	149,935
Total	$ 7,372,674	$ 953,813	$ 625,290	$ 77	$ 7,990,974

Other Information

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

Semiannual Report

VIP Freedom 2005 Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $7,394,587) - See accompanying schedule		$ 7,990,974
Receivable for investments sold		351
Receivable for fund shares sold		152
Total assets		7,991,477

Liabilities
Payable for fund shares redeemed	$ 503
Distribution and service plan fees payable	42
Total liabilities		545

Net Assets		$ 7,990,932
Net Assets consist of:
Paid in capital		$ 7,478,863
Accumulated net investment loss		(187)
Accumulated undistributed net realized gain (loss) on investments		(84,131)
Net unrealized appreciation (depreciation) on investments		596,387
Net Assets		$ 7,990,932

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($7,606,487 ÷ 648,070 shares)		$ 11.74

Service Class: Net Asset Value, offering price and redemption price per share ($310,562 ÷ 26,316 shares)		$ 11.80

Service Class 2: Net Asset Value, offering price and redemption price per share ($73,883 ÷ 6,309 shares)		$ 11.71

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 77

Expenses
Distribution and service plan fees	$ 264
Independent trustees' compensation	14
Total expenses before reductions	278
Expense reductions	(14)	264
Net investment income (loss)		(187)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(9,932)
Capital gain distributions from underlying funds	7,722
Total net realized gain (loss)		(2,210)
Change in net unrealized appreciation (depreciation) on underlying funds		299,707
Net gain (loss)		297,497
Net increase (decrease) in net assets resulting from operations		$ 297,310

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (187)	$ 115,256
Net realized gain (loss)	(2,210)	178,499
Change in net unrealized appreciation (depreciation)	299,707	386,770
Net increase (decrease) in net assets resulting from operations	297,310	680,525
Distributions to shareholders from net investment income	-	(115,267)
Distributions to shareholders from net realized gain	(49,746)	(23,784)
Total distributions	(49,746)	(139,051)
Share transactions - net increase (decrease)	370,730	432,519
Total increase (decrease) in net assets	618,294	973,993

Net Assets
Beginning of period	7,372,638	6,398,645
End of period (including accumulated net investment loss of $187 and $0, respectively)	$ 7,990,932	$ 7,372,638

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.37	$ 10.56	$ 9.86	$ 10.07	$ 9.34	$ 8.14
Income from Investment Operations
Net investment income (loss) ^E	-^I	.17	.18	.22	.18	.34
Net realized and unrealized gain (loss)	.44	.86	.76	(.20)	.87	1.48
Total from investment operations	.44	1.03	.94	.02	1.05	1.82
Distributions from net investment income	-	(.18)	(.17)	(.19)	(.20)	(.35)
Distributions from net realized gain	(.07)	(.04)	(.07)	(.04)	(.12)	(.26)
Total distributions	(.07)	(.22)	(.24)	(.23)	(.32)	(.62)^J
Net asset value, end of period	$ 11.74	$ 11.37	$ 10.56	$ 9.86	$ 10.07	$ 9.34
Total Return^{B, C, D}	3.93%	9.74%	9.57%	.18%	11.34%	23.02%
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)	.00% ^A,G	1.57%	1.72%	2.17%	1.90%	3.95%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,606	$ 7,145	$ 5,971	$ 5,224	$ 5,733	$ 6,833
Portfolio turnover rate ^F	16% ^A	54%	30%	54%	42%	50%
^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 underlying funds in which the Fund invests. ^I Amount represents less than $.01 per share. ^J Total distributions of $.62 per share is comprised of distributions from net investment income of $.353 and distributions from net realized gain of $.262 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.44	$ 10.57	$ 9.86	$ 10.08	$ 9.35	$ 8.14
Income from Investment Operations
Net investment income (loss)^E	(.01)	.16	.17	.21	.17	.33
Net realized and unrealized gain (loss)	.44	.85	.77	(.21)	.87	1.48
Total from investment operations	.43	1.01	.94	-^H	1.04	1.81
Distributions from net investment income	-	(.11)	(.16)	(.18)	(.19)	(.34)
Distributions from net realized gain	(.07)	(.04)	(.07)	(.04)	(.12)	(.26)
Total distributions	(.07)	(.14)^I	(.23)	(.22)	(.31)	(.60)^J
Net asset value, end of period	$ 11.80	$ 11.44	$ 10.57	$ 9.86	$ 10.08	$ 9.35
Total Return^{B, C, D}	3.81%	9.60%	9.59%	(.04)%	11.24%	23.00%
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)	(.10)% ^A	1.47%	1.62%	2.07%	1.80%	3.85%
Supplemental Data
Net assets, end of period (000 omitted)	$ 311	$ 125	$ 177	$ 95	$ 179	$ 172
Portfolio turnover rate ^F	16% ^A	54%	30%	54%	42%	50%
^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 underlying funds in which the Fund invests. ^H Amount represents less than $.01 per share. ^I Total distributions of $.14 per share is comprised of distributions from net investment income of $.107 and distributions from net realized gain of $.037 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.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.36	$ 10.55	$ 9.85	$ 10.08	$ 9.35	$ 8.14
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.15	.15	.19	.16	.32
Net realized and unrealized gain (loss)	.43	.85	.77	(.20)	.86	1.48
Total from investment operations	.42	1.00	.92	(.01)	1.02	1.80
Distributions from net investment income	-	(.15)	(.15)	(.18)	(.18)	(.32)
Distributions from net realized gain	(.07)	(.04)	(.07)	(.04)	(.12)	(.26)
Total distributions	(.07)	(.19)	(.22)	(.22)	(.29)^H	(.59)^I
Net asset value, end of period	$ 11.71	$ 11.36	$ 10.55	$ 9.85	$ 10.08	$ 9.35
Total Return^{B, C, D}	3.75%	9.46%	9.35%	(.09)%	11.06%	22.78%
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)	(.25)% ^A	1.31%	1.48%	1.92%	1.65%	3.70%
Supplemental Data
Net assets, end of period (000 omitted)	$ 74	$ 102	$ 251	$ 226	$ 157	$ 183
Portfolio turnover rate ^F	16% ^A	54%	30%	54%	42%	50%
^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 underlying funds in which the Fund invests. ^H 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. ^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.

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

Semiannual Report

VIP Freedom 2010 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.0	5.9
VIP Equity-Income Portfolio Initial Class	6.3	6.0
VIP Growth & Income Portfolio Initial Class	7.1	7.0
VIP Growth Portfolio Initial Class	6.2	6.2
VIP Mid Cap Portfolio Initial Class	1.7	1.8
VIP Value Portfolio Initial Class	4.6	4.5
VIP Value Strategies Portfolio Initial Class	2.3	2.2
	34.2	33.6
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.0	2.9
VIP Overseas Portfolio Initial Class	11.5	11.6
	14.5	14.5
Bond Funds
VIP High Income Portfolio Initial Class	6.4	6.3
VIP Investment Grade Bond Portfolio Initial Class	30.3	30.4
	36.7	36.7
Short-Term Funds
VIP Money Market Portfolio Initial Class	14.6	15.2
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	34.2%
	International Equity Funds	14.5%
	Bond Funds	36.7%
	Short-Term Funds	14.6%

ffk316033

Six months ago
	Domestic Equity Funds	33.6%
	International Equity Funds	14.5%
	Bond Funds	36.7%
	Short-Term Funds	15.2%

ffk316039

Semiannual Report

VIP Freedom 2010 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 34.2%
	Shares		Value
VIP Contrafund Portfolio Initial Class (b)	480,989		$ 17,633,040
VIP Equity-Income Portfolio Initial Class (b)	739,520		18,510,181
VIP Growth & Income Portfolio Initial Class (b)	1,035,232		21,087,685
VIP Growth Portfolio Initial Class (b)	292,556		18,173,609
VIP Mid Cap Portfolio Initial Class (b)	137,099		5,160,421
VIP Value Portfolio Initial Class (b)	840,050		13,558,408
VIP Value Strategies Portfolio Initial Class (b)	437,736		6,679,850
TOTAL DOMESTIC EQUITY FUNDS (Cost $71,256,774)		100,803,194
International Equity Funds - 14.5%

VIP Emerging Markets Portfolio Initial Class (b)	927,512		8,913,386
VIP Overseas Portfolio Initial Class (b)	1,648,677		33,748,424
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $37,025,352)		42,661,810
Bond Funds - 36.7%

VIP High Income Portfolio Initial Class (b)	3,088,541		18,809,216
VIP Investment Grade Bond Portfolio Initial Class (b)	6,949,943		89,445,769
TOTAL BOND FUNDS (Cost $106,995,816)		108,254,985
Short-Term Funds - 14.6%
	Shares		Value
VIP Money Market Portfolio Initial Class 0.01% (a)(b) (Cost $43,048,268)	43,048,268		$ 43,048,268
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $258,326,210)			294,768,257
NET OTHER ASSETS (LIABILITIES) - 0.0%			(48,167)
NET ASSETS - 100%		$ 294,720,090

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 16,647,567	$ 1,088,788	$ 1,252,698	$ -	$ 17,633,040
VIP Emerging Markets Portfolio Initial Class	8,186,669	881,864	723,504	-	8,913,386
VIP Equity-Income Portfolio Initial Class	16,747,109	1,862,725	1,450,488	-	18,510,181
VIP Growth & Income Portfolio Initial Class	19,583,629	1,863,098	1,708,473	-	21,087,685
VIP Growth Portfolio Initial Class	17,455,242	1,683,167	2,491,438	-	18,173,609
VIP High Income Portfolio Initial Class	17,612,716	1,129,041	822,151	-	18,809,216
VIP Investment Grade Bond Portfolio Initial Class	85,504,368	5,091,395	4,671,416	-	89,445,769
VIP Mid Cap Portfolio Initial Class	5,069,177	372,494	463,202	-	5,160,421
VIP Money Market Portfolio Initial Class	42,788,632	3,208,843	2,949,206	2,078	43,048,268
VIP Overseas Portfolio Initial Class	32,483,675	3,359,115	1,874,083	-	33,748,424
VIP Value Portfolio Initial Class	12,610,351	965,961	862,707	-	13,558,408
VIP Value Strategies Portfolio Initial Class	6,305,361	320,245	341,633	-	6,679,850
Total	$ 280,994,496	$ 21,826,736	$ 19,610,999	$ 2,078	$ 294,768,257

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $258,326,210) - See accompanying schedule		$ 294,768,257
Cash		3
Receivable for investments sold		6,202
Receivable for fund shares sold		302,048
Total assets		295,076,510

Liabilities
Payable for investments purchased	$ 234,399
Payable for fund shares redeemed	73,862
Distribution and service plan fees payable	48,159
Total liabilities		356,420

Net Assets		$ 294,720,090
Net Assets consist of:
Paid in capital		$ 259,194,825
Accumulated net investment loss		(274,632)
Accumulated undistributed net realized gain (loss) on investments		(642,150)
Net unrealized appreciation (depreciation) on investments		36,442,047
Net Assets		$ 294,720,090

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($45,434,541 ÷ 3,589,095 shares)		$ 12.66

Service Class: Net Asset Value, offering price and redemption price per share ($26,852,749 ÷ 2,124,463 shares)		$ 12.64

Service Class 2: Net Asset Value, offering price and redemption price per share ($222,432,800 ÷ 17,685,969 shares)		$ 12.58

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 2,078

Expenses
Distribution and service plan fees	$ 282,001
Independent trustees' compensation	544
Total expenses before reductions	282,545
Expense reductions	(544)	282,001
Net investment income (loss)		(279,923)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(3,311)
Capital gain distributions from underlying funds	339,468
Total net realized gain (loss)		336,157
Change in net unrealized appreciation (depreciation) on underlying funds		11,561,992
Net gain (loss)		11,898,149
Net increase (decrease) in net assets resulting from operations		$ 11,618,226

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (279,923)	$ 4,113,219
Net realized gain (loss)	336,157	4,641,187
Change in net unrealized appreciation (depreciation)	11,561,992	22,424,595
Net increase (decrease) in net assets resulting from operations	11,618,226	31,179,001
Distributions to shareholders from net investment income	-	(4,107,928)
Distributions to shareholders from net realized gain	(3,455,391)	(2,907,571)
Total distributions	(3,455,391)	(7,015,499)
Share transactions - net increase (decrease)	5,607,776	37,971,934
Total increase (decrease) in net assets	13,770,611	62,135,436

Net Assets
Beginning of period	280,949,479	218,814,043
End of period (including accumulated net investment loss of $274,632 and undistributed net investment income of $5,291, respectively)	$ 294,720,090	$ 280,949,479

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.30	$ 11.15	$ 10.31	$ 10.61	$ 9.77	$ 8.23
Income from Investment Operations
Net investment income (loss) ^E	-^I	.22	.23	.24	.24	.38
Net realized and unrealized gain (loss)	.51	1.27	.98	(.26)	1.02	1.60
Total from investment operations	.51	1.49	1.21	(.02)	1.26	1.98
Distributions from net investment income	-	(.21)	(.21)	(.23)	(.23)	(.37)
Distributions from net realized gain	(.15)	(.14)	(.16)	(.06)	(.19)	(.07)
Total distributions	(.15)	(.34)^J	(.37)	(.28)^K	(.42)	(.44)
Net asset value, end of period	$ 12.66	$ 12.30	$ 11.15	$ 10.31	$ 10.61	$ 9.77
Total Return^{B, C, D}	4.19%	13.49%	11.78%	(.19)%	12.95%	24.27%
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)	.00% ^A,G	1.83%	2.07%	2.27%	2.38%	4.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,435	$ 44,430	$ 27,416	$ 22,338	$ 22,573	$ 21,197
Portfolio turnover rate ^F	14% ^A	19%	18%	17%	29%	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 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 underlying funds in which the Fund invests. ^I Amount represents less than $.01 per share. ^J Total distributions of $.34 per share is comprised of distributions from net investment income of $.205 and distributions from net realized gain of $.139 per share. ^K Total distributions of $.28 per share is comprised of distributions from net investment income of $.225 and distributions from net realized gain of $.055 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.29	$ 11.14	$ 10.30	$ 10.60	$ 9.77	$ 8.23
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.20	.22	.23	.23	.37
Net realized and unrealized gain (loss)	.51	1.28	.98	(.26)	1.01	1.60
Total from investment operations	.50	1.48	1.20	(.03)	1.24	1.97
Distributions from net investment income	-	(.19)	(.20)	(.22)	(.21)	(.36)
Distributions from net realized gain	(.15)	(.14)	(.16)	(.06)	(.19)	(.07)
Total distributions	(.15)	(.33)	(.36)	(.27)^H	(.41)^I	(.43)
Net asset value, end of period	$ 12.64	$ 12.29	$ 11.14	$ 10.30	$ 10.60	$ 9.77
Total Return^{B, C, D}	4.11%	13.39%	11.69%	(.28)%	12.74%	24.15%
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)	(.10)% ^A	1.73%	1.97%	2.17%	2.28%	4.12%
Supplemental Data
Net assets, end of period (000 omitted)	$ 26,853	$ 27,143	$ 23,896	$ 20,927	$ 19,259	$ 19,238
Portfolio turnover rate ^F	14% ^A	19%	18%	17%	29%	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 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 underlying funds in which the Fund invests. ^H Total distributions of $.27 per share is comprised of distributions from net investment income of $.215 and distributions from net realized gain of $.055 per share. ^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.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.24	$ 11.10	$ 10.26	$ 10.56	$ 9.74	$ 8.21
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.19	.20	.22	.22	.35
Net realized and unrealized gain (loss)	.51	1.27	.98	(.26)	.99	1.60
Total from investment operations	.49	1.46	1.18	(.04)	1.21	1.95
Distributions from net investment income	-	(.18)	(.19)	(.20)	(.20)	(.35)
Distributions from net realized gain	(.15)	(.14)	(.16)	(.06)	(.19)	(.07)
Total distributions	(.15)	(.32)	(.34)^H	(.26)	(.39)	(.42)
Net asset value, end of period	$ 12.58	$ 12.24	$ 11.10	$ 10.26	$ 10.56	$ 9.74
Total Return^{B, C, D}	4.05%	13.20%	11.58%	(.43)%	12.55%	23.95%
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)	(.25)% ^A	1.58%	1.82%	2.02%	2.13%	3.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 222,433	$ 209,377	$ 167,502	$ 136,353	$ 117,966	$ 87,791
Portfolio turnover rate ^F	14% ^A	19%	18%	17%	29%	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 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 underlying funds in which the Fund invests. ^H Total distributions of $.34 per share is comprised of distributions from net investment income of $.186 and distributions from net realized gain of $.157 per share.

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

Semiannual Report

VIP Freedom 2015 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.9	7.0
VIP Equity-Income Portfolio Initial Class	7.2	7.1
VIP Growth & Income Portfolio Initial Class	8.2	8.2
VIP Growth Portfolio Initial Class	7.0	7.3
VIP Mid Cap Portfolio Initial Class	2.0	2.1
VIP Value Portfolio Initial Class	5.3	5.3
VIP Value Strategies Portfolio Initial Class	2.6	2.6
	39.2	39.6
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.6	3.5
VIP Overseas Portfolio Initial Class	13.2	13.6
	16.8	17.1
Bond Funds
VIP High Income Portfolio Initial Class	6.6	6.4
VIP Investment Grade Bond Portfolio Initial Class	27.2	26.8
	33.8	33.2
Short-Term Funds
VIP Money Market Portfolio Initial Class	10.2	10.1
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	39.2%
	International Equity Funds	16.8%
	Bond Funds	33.8%
	Short-Term Funds	10.2%

ffk316045

Six months ago
	Domestic Equity Funds	39.6%
	International Equity Funds	17.1%
	Bond Funds	33.2%
	Short-Term Funds	10.1%

ffk316051

Semiannual Report

VIP Freedom 2015 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 39.2%
	Shares		Value
VIP Contrafund Portfolio Initial Class (b)	222,976		$ 8,174,306
VIP Equity-Income Portfolio Initial Class (b)	343,222		8,590,850
VIP Growth & Income Portfolio Initial Class (b)	481,334		9,804,779
VIP Growth Portfolio Initial Class (b)	134,654		8,364,726
VIP Mid Cap Portfolio Initial Class (b)	63,244		2,380,491
VIP Value Portfolio Initial Class (b)	390,694		6,305,806
VIP Value Strategies Portfolio Initial Class (b)	201,872		3,080,563
TOTAL DOMESTIC EQUITY FUNDS (Cost $30,772,513)		46,701,521
International Equity Funds - 16.8%

VIP Emerging Markets Portfolio Initial Class (b)	444,636		4,272,952
VIP Overseas Portfolio Initial Class (b)	769,982		15,761,535
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $17,365,716)		20,034,487
Bond Funds - 33.8%

VIP High Income Portfolio Initial Class (b)	1,279,715		7,793,465
VIP Investment Grade Bond Portfolio Initial Class (b)	2,516,044		32,381,485
TOTAL BOND FUNDS (Cost $39,286,079)		40,174,950
Short-Term Funds - 10.2%
	Shares		Value
VIP Money Market Portfolio Initial Class 0.01% (a)(b) (Cost $12,101,724)	12,101,724		$ 12,101,724
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $99,526,032)			119,012,682
NET OTHER ASSETS (LIABILITIES) - 0.0%			(14,606)
NET ASSETS - 100%		$ 118,998,076

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 8,001,284	$ 567,106	$ 918,147	$ -	$ 8,174,306
VIP Emerging Markets Portfolio Initial Class	3,963,850	582,276	532,808	-	4,272,952
VIP Equity-Income Portfolio Initial Class	8,075,257	737,446	818,795	-	8,590,850
VIP Growth & Income Portfolio Initial Class	9,425,320	745,420	957,197	-	9,804,779
VIP Growth Portfolio Initial Class	8,368,225	876,323	1,604,268	-	8,364,726
VIP High Income Portfolio Initial Class	7,323,728	947,836	842,014	-	7,793,465
VIP Investment Grade Bond Portfolio Initial Class	30,639,904	3,634,920	3,152,336	-	32,381,485
VIP Mid Cap Portfolio Initial Class	2,420,315	227,105	350,777	-	2,380,491
VIP Money Market Portfolio Initial Class	11,611,098	1,265,002	774,376	573	12,101,724
VIP Overseas Portfolio Initial Class	15,584,370	1,737,907	1,439,719	-	15,761,535
VIP Value Portfolio Initial Class	6,066,706	466,244	605,945	-	6,305,806
VIP Value Strategies Portfolio Initial Class	3,018,527	191,187	310,575	-	3,080,563
Total	$ 114,498,584	$ 11,978,772	$ 12,306,957	$ 573	$ 119,012,682

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $99,526,032) - See accompanying schedule		$ 119,012,682
Receivable for fund shares sold		336,514
Total assets		119,349,196

Liabilities
Payable to custodian bank	$ 29
Payable for investments purchased	176,904
Payable for fund shares redeemed	159,691
Distribution and service plan fees payable	14,496
Total liabilities		351,120

Net Assets		$ 118,998,076
Net Assets consist of:
Paid in capital		$ 99,876,055
Accumulated net investment loss		(78,606)
Accumulated undistributed net realized gain (loss) on investments		(286,023)
Net unrealized appreciation (depreciation) on investments		19,486,650
Net Assets		$ 118,998,076

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($40,450,444 ÷ 3,157,100 shares)		$ 12.81

Service Class: Net Asset Value, offering price and redemption price per share ($12,419,073 ÷ 971,057 shares)		$ 12.79

Service Class 2: Net Asset Value, offering price and redemption price per share ($66,128,559 ÷ 5,191,511 shares)		$ 12.74

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 573

Expenses
Distribution and service plan fees	$ 84,411
Independent trustees' compensation	219
Total expenses before reductions	84,630
Expense reductions	(219)	84,411
Net investment income (loss)		(83,838)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(5,537)
Capital gain distributions from underlying funds	154,833
Total net realized gain (loss)		149,296
Change in net unrealized appreciation (depreciation) on underlying funds		4,848,884
Net gain (loss)		4,998,180
Net increase (decrease) in net assets resulting from operations		$ 4,914,342

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (83,838)	$ 1,787,558
Net realized gain (loss)	149,296	2,016,704
Change in net unrealized appreciation (depreciation)	4,848,884	10,728,968
Net increase (decrease) in net assets resulting from operations	4,914,342	14,533,230
Distributions to shareholders from net investment income	-	(1,804,111)
Distributions to shareholders from net realized gain	(1,458,481)	(1,618,311)
Total distributions	(1,458,481)	(3,422,422)
Share transactions - net increase (decrease)	1,057,393	(269,133)
Total increase (decrease) in net assets	4,513,254	10,841,675

Net Assets
Beginning of period	114,484,822	103,643,147
End of period (including accumulated net investment loss of $78,606 and undistributed net investment income of $5,232, respectively)	$ 118,998,076	$ 114,484,822

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.43	$ 11.22	$ 10.38	$ 10.70	$ 9.78	$ 8.19
Income from Investment Operations
Net investment income (loss) ^E	-^I	.21	.22	.23	.23	.38
Net realized and unrealized gain (loss)	.54	1.39	1.04	(.27)	1.04	1.67
Total from investment operations	.54	1.60	1.26	(.04)	1.27	2.05
Distributions from net investment income	-	(.22)	(.23)	(.23)	(.23)	(.34)
Distributions from net realized gain	(.16)	(.18)	(.20)	(.06)	(.13)	(.12)
Total distributions	(.16)	(.39)^J	(.42)^K	(.28)^L	(.35)^M	(.46)
Net asset value, end of period	$ 12.81	$ 12.43	$ 11.22	$ 10.38	$ 10.70	$ 9.78
Total Return^{B, C, D}	4.39%	14.41%	12.23%	(.36)%	13.09%	25.28%
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)	.00% ^A,G	1.79%	2.01%	2.16%	2.30%	4.21%
Supplemental Data
Net assets, end of period (000 omitted)	$ 40,450	$ 41,070	$ 36,449	$ 38,879	$ 39,535	$ 37,291
Portfolio turnover rate ^F	21% ^A	29%	28%	26%	30%	23%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^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 underlying funds in which the Fund invests. ^I Amount represents less than $.01 per share. ^J Total distributions of $.39 per share is comprised of distributions from net investment income of $.217 and distributions from net realized gain of $.175 per share. ^K Total distributions of $.42 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.195 per share. ^L Total distributions of $.28 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.055 per share. ^M Total distributions of $.35 per share is comprised of distributions from net investment income of $.227 and distributions from net realized gain of $.127 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.41	$ 11.21	$ 10.37	$ 10.69	$ 9.77	$ 8.19
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.20	.21	.22	.22	.37
Net realized and unrealized gain (loss)	.55	1.38	1.04	(.26)	1.05	1.66
Total from investment operations	.54	1.58	1.25	(.04)	1.27	2.03
Distributions from net investment income	-	(.21)	(.22)	(.22)	(.22)	(.33)
Distributions from net realized gain	(.16)	(.18)	(.20)	(.06)	(.13)	(.12)
Total distributions	(.16)	(.38)^H	(.41)^I	(.28)	(.35)	(.45)
Net asset value, end of period	$ 12.79	$ 12.41	$ 11.21	$ 10.37	$ 10.69	$ 9.77
Total Return^{B, C, D}	4.40%	14.24%	12.13%	(.41)%	13.00%	25.06%
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)	(.10)% ^A	1.69%	1.91%	2.06%	2.20%	4.12%
Supplemental Data
Net assets, end of period (000 omitted)	$ 12,419	$ 10,762	$ 6,600	$ 7,743	$ 2,723	$ 1,524
Portfolio turnover rate ^F	21% ^A	29%	28%	26%	30%	23%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^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 underlying funds in which the Fund invests. ^H Total distributions of $.38 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $.175 per share. ^I Total distributions of $.41 per share is comprised of distributions from net investment income of $.216 and distributions from net realized gain of $.195 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.37	$ 11.17	$ 10.34	$ 10.65	$ 9.74	$ 8.16
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.18	.19	.21	.21	.35
Net realized and unrealized gain (loss)	.55	1.38	1.03	(.26)	1.03	1.67
Total from investment operations	.53	1.56	1.22	(.05)	1.24	2.02
Distributions from net investment income	-	(.19)	(.20)	(.20)	(.20)	(.32)
Distributions from net realized gain	(.16)	(.18)	(.20)	(.06)	(.13)	(.12)
Total distributions	(.16)	(.36)^H	(.39)^I	(.26)	(.33)	(.44)
Net asset value, end of period	$ 12.74	$ 12.37	$ 11.17	$ 10.34	$ 10.65	$ 9.74
Total Return^{B, C, D}	4.33%	14.10%	11.90%	(.52)%	12.79%	25.02%
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)	(.25)% ^A	1.54%	1.76%	1.91%	2.05%	3.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 66,129	$ 62,652	$ 60,594	$ 55,246	$ 56,112	$ 42,534
Portfolio turnover rate ^F	21% ^A	29%	28%	26%	30%	23%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^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 underlying funds in which the Fund invests. ^H Total distributions of $.36 per share is comprised of distributions from net investment income of $.186 and distributions from net realized gain of $.175 per share. ^I Total distributions of $.39 per share is comprised of distributions from net investment income of $.199 and distributions from net realized gain of $.195 per share.

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

Semiannual Report

VIP Freedom 2020 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	7.7	7.8
VIP Equity-Income Portfolio Initial Class	8.1	7.9
VIP Growth & Income Portfolio Initial Class	9.1	9.2
VIP Growth Portfolio Initial Class	7.8	8.1
VIP Mid Cap Portfolio Initial Class	2.3	2.3
VIP Value Portfolio Initial Class	5.9	5.9
VIP Value Strategies Portfolio Initial Class	2.9	2.9
	43.8	44.1
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.8	3.8
VIP Overseas Portfolio Initial Class	14.7	15.2
	18.5	19.0
Bond Funds
VIP High Income Portfolio Initial Class	6.6	6.5
VIP Investment Grade Bond Portfolio Initial Class	24.5	24.0
	31.1	30.5
Short-Term Funds
VIP Money Market Portfolio Initial Class	6.6	6.4
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)
Period end
	Domestic Equity Funds	43.8%
	International Equity Funds	18.5%
	Bond Funds	31.1%
	Short-Term Funds	6.6%

ffk316057

Six months ago
	Domestic Equity Funds	44.1%
	International Equity Funds	19.0%
	Bond Funds	30.5%
	Short-Term Funds	6.4%

ffk316063

Semiannual Report

VIP Freedom 2020 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 43.8%
	Shares		Value
VIP Contrafund Portfolio Initial Class (b)	1,598,009		$ 58,582,994
VIP Equity-Income Portfolio Initial Class (b)	2,456,691		61,490,983
VIP Growth & Income Portfolio Initial Class (b)	3,426,811		69,804,134
VIP Growth Portfolio Initial Class (b)	963,971		59,881,866
VIP Mid Cap Portfolio Initial Class (b)	455,392		17,140,958
VIP Value Portfolio Initial Class (b)	2,794,445		45,102,346
VIP Value Strategies Portfolio Initial Class (b)	1,460,912		22,293,518
TOTAL DOMESTIC EQUITY FUNDS (Cost $220,169,467)		334,296,799
International Equity Funds - 18.5%

VIP Emerging Markets Portfolio Initial Class (b)	3,058,302		29,390,286
VIP Overseas Portfolio Initial Class (b)	5,479,936		112,174,297
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $119,726,806)		141,564,583
Bond Funds - 31.1%

VIP High Income Portfolio Initial Class (b)	8,236,485		50,160,191
VIP Investment Grade Bond Portfolio Initial Class (b)	14,572,763		187,551,460
TOTAL BOND FUNDS (Cost $236,533,086)		237,711,651
Short-Term Funds - 6.6%
	Shares		Value
VIP Money Market Portfolio Initial Class 0.01% (a)(b) (Cost $50,469,175)	50,469,175		$ 50,469,175
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $626,898,534)			764,042,208
NET OTHER ASSETS (LIABILITIES) - 0.0%			(129,056)
NET ASSETS - 100%		$ 763,913,152

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 57,485,863	$ 950,490	$ 3,612,639	$ -	$ 58,582,994
VIP Emerging Markets Portfolio Initial Class	28,392,902	891,543	1,740,512	-	29,390,286
VIP Equity-Income Portfolio Initial Class	58,076,823	1,721,783	2,611,595	-	61,490,983
VIP Growth & Income Portfolio Initial Class	67,759,370	1,104,797	3,319,830	-	69,804,134
VIP Growth Portfolio Initial Class	60,074,001	2,701,279	8,069,310	-	59,881,866
VIP High Income Portfolio Initial Class	48,287,935	1,341,204	1,866,025	-	50,160,191
VIP Investment Grade Bond Portfolio Initial Class	177,683,069	11,608,928	9,080,211	-	187,551,460
VIP Mid Cap Portfolio Initial Class	17,379,772	597,345	1,427,777	-	17,140,958
VIP Money Market Portfolio Initial Class	47,569,070	4,021,753	1,121,647	2,391	50,469,175
VIP Overseas Portfolio Initial Class	112,048,720	4,487,468	3,466,858	-	112,174,297
VIP Value Portfolio Initial Class	43,586,683	1,223,148	2,432,685	-	45,102,346
VIP Value Strategies Portfolio Initial Class	21,698,160	341,801	1,053,316	-	22,293,518
Total	$ 740,042,368	$ 30,991,539	$ 39,802,405	$ 2,391	$ 764,042,208

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $626,898,534) - See accompanying schedule		$ 764,042,208
Receivable for investments sold		73,087
Receivable for fund shares sold		480,273
Total assets		764,595,568

Liabilities
Payable to custodian bank	$ 30
Payable for investments purchased	447,978
Payable for fund shares redeemed	105,454
Distribution and service plan fees payable	128,954
Total liabilities		682,416

Net Assets		$ 763,913,152
Net Assets consist of:
Paid in capital		$ 628,088,910
Accumulated net investment loss		(747,588)
Accumulated undistributed net realized gain (loss) on investments		(571,844)
Net unrealized appreciation (depreciation) on investments		137,143,674
Net Assets		$ 763,913,152

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($99,564,959 ÷ 7,642,169 shares)		$ 13.03

Service Class: Net Asset Value, offering price and redemption price per share ($67,889,160 ÷ 5,223,856 shares)		$ 13.00

Service Class 2: Net Asset Value, offering price and redemption price per share ($596,459,033 ÷ 46,083,423 shares)		$ 12.94

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 2,391

Expenses
Distribution and service plan fees	$ 760,672
Independent trustees' compensation	1,414
Total expenses before reductions	762,086
Expense reductions	(1,414)	760,672
Net investment income (loss)		(758,281)
Realized and Unrealized Gain (Loss Realized gain (loss) on sale of underlying fund shares	204,424
Capital gain distributions from underlying funds	1,099,799
Total net realized gain (loss)		1,304,223
Change in net unrealized appreciation (depreciation) on underlying funds		32,613,892
Net gain (loss)		33,918,115
Net increase (decrease) in net assets resulting from operations		$ 33,159,834

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (758,281)	$ 11,187,330
Net realized gain (loss)	1,304,223	13,643,550
Change in net unrealized appreciation (depreciation)	32,613,892	75,308,233
Net increase (decrease) in net assets resulting from operations	33,159,834	100,139,113
Distributions to shareholders from net investment income	-	(11,274,396)
Distributions to shareholders from net realized gain	(9,467,252)	(9,210,708)
Total distributions	(9,467,252)	(20,485,104)
Share transactions - net increase (decrease)	302,905	36,361,165
Total increase (decrease) in net assets	23,995,487	116,015,174

Net Assets
Beginning of period	739,917,665	623,902,491
End of period (including accumulated net investment loss of $747,588 and undistributed net investment income of $10,693, respectively)	$ 763,913,152	$ 739,917,665

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.61	$ 11.21	$ 10.21	$ 10.59	$ 9.52	$ 7.71
Income from Investment Operations
Net investment income (loss) ^E	-^I	.22	.24	.26	.26	.33
Net realized and unrealized gain (loss)	.58	1.56	1.12	(.37)	1.11	1.88
Total from investment operations	.58	1.78	1.36	(.11)	1.37	2.21
Distributions from net investment income	-	(.22)	(.23)	(.23)	(.22)	(.29)
Distributions from net realized gain	(.16)	(.16)	(.13)	(.04)	(.08)	(.11)
Total distributions	(.16)	(.38)	(.36)	(.27)	(.30)	(.40)^J
Net asset value, end of period	$ 13.03	$ 12.61	$ 11.21	$ 10.21	$ 10.59	$ 9.52
Total Return^{B, C, D}	4.67%	16.01%	13.38%	(1.03)%	14.49%	28.97%
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)	.00% ^A,G	1.84%	2.16%	2.47%	2.61%	3.93%
Supplemental Data
Net assets, end of period (000 omitted)	$ 99,565	$ 91,328	$ 58,113	$ 47,731	$ 45,225	$ 38,330
Portfolio turnover rate ^F	8% ^A	20%	15%	10%	21%	18%
^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 underlying funds in which the Fund invests. ^I Amount represents less than $.01 per share. ^J Total distributions of $.40 per share is comprised of distributions from net investment income of $.293 and distributions from net realized gain of $.107 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.59	$ 11.19	$ 10.20	$ 10.58	$ 9.50	$ 7.70
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.21	.23	.25	.25	.32
Net realized and unrealized gain (loss)	.58	1.56	1.11	(.37)	1.12	1.87
Total from investment operations	.57	1.77	1.34	(.12)	1.37	2.19
Distributions from net investment income	-	(.21)	(.22)	(.22)	(.21)	(.29)
Distributions from net realized gain	(.16)	(.16)	(.13)	(.04)	(.08)	(.11)
Total distributions	(.16)	(.37)	(.35)	(.26)	(.29)	(.39)^H
Net asset value, end of period	$ 13.00	$ 12.59	$ 11.19	$ 10.20	$ 10.58	$ 9.50
Total Return^{B, C, D}	4.60%	15.95%	13.19%	(1.12)%	14.52%	28.78%
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)	(.10)% ^A	1.74%	2.06%	2.37%	2.51%	3.83%
Supplemental Data
Net assets, end of period (000 omitted)	$ 67,889	$ 65,867	$ 45,779	$ 36,818	$ 33,244	$ 25,941
Portfolio turnover rate ^F	8% ^A	20%	15%	10%	21%	18%
^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 underlying funds in which the Fund invests. ^H Total distributions of $.39 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.107 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.54	$ 11.16	$ 10.17	$ 10.55	$ 9.48	$ 7.69
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.19	.21	.24	.23	.31
Net realized and unrealized gain (loss)	.58	1.54	1.11	(.37)	1.12	1.86
Total from investment operations	.56	1.73	1.32	(.13)	1.35	2.17
Distributions from net investment income	-	(.19)	(.20)	(.21)	(.20)	(.28)
Distributions from net realized gain	(.16)	(.16)	(.13)	(.04)	(.08)	(.11)
Total distributions	(.16)	(.35)	(.33)	(.25)	(.28)	(.38)^H
Net asset value, end of period	$ 12.94	$ 12.54	$ 11.16	$ 10.17	$ 10.55	$ 9.48
Total Return^{B, C, D}	4.54%	15.63%	13.07%	(1.24)%	14.33%	28.55%
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)	(.25)% ^A	1.59%	1.91%	2.22%	2.36%	3.68%
Supplemental Data
Net assets, end of period (000 omitted)	$ 596,459	$ 582,722	$ 520,011	$ 426,477	$ 310,255	$ 189,686
Portfolio turnover rate ^F	8% ^A	20%	15%	10%	21%	18%
^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 underlying funds 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.

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

Semiannual Report

VIP Freedom 2025 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.8	9.2
VIP Equity-Income Portfolio Initial Class	9.2	9.3
VIP Growth & Income Portfolio Initial Class	10.5	10.8
VIP Growth Portfolio Initial Class	9.0	9.6
VIP Mid Cap Portfolio Initial Class	2.6	2.8
VIP Value Portfolio Initial Class	6.8	7.0
VIP Value Strategies Portfolio Initial Class	3.3	3.4
	50.2	52.1
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.6	4.6
VIP Overseas Portfolio Initial Class	16.9	17.9
	21.5	22.5
Bond Funds
VIP High Income Portfolio Initial Class	6.8	6.6
VIP Investment Grade Bond Portfolio Initial Class	20.4	18.8
	27.2	25.4
Short-Term Funds
VIP Money Market Portfolio Initial Class	1.1	0.0
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	50.2%
	International Equity Funds	21.5%
	Bond Funds	27.2%
	Short-Term Funds	1.1%

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Six months ago
	Domestic Equity Funds	52.1%
	International Equity Funds	22.5%
	Bond Funds	25.4%

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Semiannual Report

VIP Freedom 2025 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 50.2%
	Shares		Value
VIP Contrafund Portfolio Initial Class (b)	239,103		$ 8,765,523
VIP Equity-Income Portfolio Initial Class (b)	368,158		9,214,987
VIP Growth & Income Portfolio Initial Class (b)	516,614		10,523,428
VIP Growth Portfolio Initial Class (b)	144,966		9,005,308
VIP Mid Cap Portfolio Initial Class (b)	68,032		2,560,730
VIP Value Portfolio Initial Class (b)	418,706		6,757,917
VIP Value Strategies Portfolio Initial Class (b)	216,385		3,302,034
TOTAL DOMESTIC EQUITY FUNDS (Cost $35,424,762)		50,129,927
International Equity Funds - 21.5%

VIP Emerging Markets Portfolio Initial Class (b)	474,612		4,561,024
VIP Overseas Portfolio Initial Class (b)	825,883		16,905,822
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $18,290,073)		21,466,846
Bond Funds - 27.2%
	Shares		Value
VIP High Income Portfolio Initial Class (b)	1,117,874		$ 6,807,856
VIP Investment Grade Bond Portfolio Initial Class (b)	1,585,986		20,411,642
TOTAL BOND FUNDS (Cost $27,030,993)		27,219,498
Short-Term Funds - 1.1%

VIP Money Market Portfolio Initial Class 0.01% (a)(b) (Cost $1,064,700)	1,064,700		1,064,700
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $81,810,528)			99,880,971
NET OTHER ASSETS (LIABILITIES) - 0.0%			(11,669)
NET ASSETS - 100%		$ 99,869,302

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 8,526,388	$ 1,195,455	$ 1,514,727	$ -	$ 8,765,523
VIP Emerging Markets Portfolio Initial Class	4,226,339	717,325	656,893	-	4,561,024
VIP Equity-Income Portfolio Initial Class	8,618,255	1,402,954	1,450,120	-	9,214,987
VIP Growth & Income Portfolio Initial Class	10,054,377	1,452,757	1,619,458	-	10,523,428
VIP Growth Portfolio Initial Class	8,908,461	1,544,100	2,211,461	-	9,005,308
VIP High Income Portfolio Initial Class	6,160,224	1,198,741	860,239	-	6,807,856
VIP Investment Grade Bond Portfolio Initial Class	17,405,403	5,309,428	3,048,472	-	20,411,642
VIP Mid Cap Portfolio Initial Class	2,562,544	425,158	516,833	-	2,560,730
VIP Money Market Portfolio Initial Class	-	1,120,968	56,268	29	1,064,700
VIP Overseas Portfolio Initial Class	16,594,173	2,684,566	2,266,996	-	16,905,822
VIP Value Portfolio Initial Class	6,461,681	941,020	1,046,602	-	6,757,917
VIP Value Strategies Portfolio Initial Class	3,201,074	436,821	527,622	-	3,302,034
Total	$ 92,718,919	$ 18,429,293	$ 15,775,691	$ 29	$ 99,880,971

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $81,810,528) - See accompanying schedule		$ 99,880,971
Receivable for fund shares sold		547,608
Total assets		100,428,579

Liabilities
Payable to custodian bank	$ 35
Payable for investments purchased	306,233
Payable for fund shares redeemed	241,447
Distribution and service plan fees payable	11,562
Total liabilities		559,277

Net Assets		$ 99,869,302
Net Assets consist of:
Paid in capital		$ 81,736,326
Accumulated net investment loss		(66,285)
Accumulated undistributed net realized gain (loss) on investments		128,818
Net unrealized appreciation (depreciation) on investments		18,070,443
Net Assets		$ 99,869,302

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($26,828,669 ÷ 1,990,117 shares)		$ 13.48

Service Class: Net Asset Value, offering price and redemption price per share ($27,997,981 ÷ 2,081,491 shares)		$ 13.45

Service Class 2: Net Asset Value, offering price and redemption price per share ($45,042,652 ÷ 3,364,260 shares)		$ 13.39

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 29

Expenses
Distribution and service plan fees	$ 66,314
Independent trustees' compensation	177
Total expenses before reductions	66,491
Expense reductions	(177)	66,314
Net investment income (loss)		(66,285)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	244,876
Capital gain distributions from underlying funds	161,872
Total net realized gain (loss)		406,748
Change in net unrealized appreciation (depreciation) on underlying funds		4,264,976
Net gain (loss)		4,671,724
Net increase (decrease) in net assets resulting from operations		$ 4,605,439

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (66,285)	$ 1,503,074
Net realized gain (loss)	406,748	1,765,872
Change in net unrealized appreciation (depreciation)	4,264,976	11,161,093
Net increase (decrease) in net assets resulting from operations	4,605,439	14,430,039
Distributions to shareholders from net investment income	-	(1,503,790)
Distributions to shareholders from net realized gain	(1,113,055)	(1,289,396)
Total distributions	(1,113,055)	(2,793,186)
Share transactions - net increase (decrease)	3,669,288	13,669,826
Total increase (decrease) in net assets	7,161,672	25,306,679

Net Assets
Beginning of period	92,707,630	67,400,951
End of period (including accumulated net investment loss of $66,285 and $0, respectively)	$ 99,869,302	$ 92,707,630

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.99	$ 11.20	$ 10.02	$ 10.49	$ 9.30	$ 7.49
Income from Investment Operations
Net investment income (loss) ^E	-^I	.25	.24	.24	.28	.32
Net realized and unrealized gain (loss)	.64	1.97	1.27	(.46)	1.19	1.89
Total from investment operations	.64	2.22	1.51	(.22)	1.47	2.21
Distributions from net investment income	-	(.23)	(.21)	(.22)	(.21)	(.29)
Distributions from net realized gain	(.15)	(.20)	(.12)	(.03)	(.06)	(.12)
Total distributions	(.15)	(.43)	(.33)	(.25)	(.28)^K	(.40)^J
Net asset value, end of period	$ 13.48	$ 12.99	$ 11.20	$ 10.02	$ 10.49	$ 9.30
Total Return^{B, C, D}	5.01%	19.95%	15.11%	(2.11)%	15.79%	30.05%
Ratios to Average Net Assets^F,H
Expenses before reductions ^G	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	.00% ^A	2.03%	2.17%	2.25%	2.91%	3.84%
Supplemental Data
Net assets, end of period (000 omitted)	$ 26,829	$ 24,548	$ 17,792	$ 15,537	$ 17,388	$ 14,888
Portfolio turnover rate ^F	34% ^A	30%	34%	21%	25%	30%
^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 underlying funds in which the Fund invests. ^I Amount represents less than $.01 per share. ^J Total distributions of $.40 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.117 per share. ^K Total distributions of $.28 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.061 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.97	$ 11.18	$ 10.01	$ 10.49	$ 9.30	$ 7.49
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.23	.22	.23	.27	.31
Net realized and unrealized gain (loss)	.64	1.98	1.27	(.47)	1.19	1.90
Total from investment operations	.63	2.21	1.49	(.24)	1.46	2.21
Distributions from net investment income	-	(.22)	(.20)	(.21)	(.21)	(.28)
Distributions from net realized gain	(.15)	(.20)	(.12)	(.03)	(.06)	(.12)
Total distributions	(.15)	(.42)	(.32)	(.24)	(.27)	(.40)^H
Net asset value, end of period	$ 13.45	$ 12.97	$ 11.18	$ 10.01	$ 10.49	$ 9.30
Total Return^{B, C, D}	4.95%	19.89%	14.97%	(2.26)%	15.70%	29.96%
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)	(.10)% ^A	1.93%	2.07%	2.16%	2.81%	3.74%
Supplemental Data
Net assets, end of period (000 omitted)	$ 27,998	$ 21,780	$ 16,558	$ 7,149	$ 1,429	$ 679
Portfolio turnover rate ^F	34% ^A	30%	34%	21%	25%	30%
^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 underlying funds in which the Fund invests. ^H Total distributions of $.40 per share is comprised of distributions from net investment income of $.278 and distributions from net realized gain of $.117 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.92	$ 11.14	$ 9.97	$ 10.44	$ 9.27	$ 7.47
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.22	.21	.21	.26	.30
Net realized and unrealized gain (loss)	.64	1.96	1.26	(.45)	1.17	1.89
Total from investment operations	.62	2.18	1.47	(.24)	1.43	2.19
Distributions from net investment income	-	(.20)	(.18)	(.19)	(.20)	(.27)
Distributions from net realized gain	(.15)	(.20)	(.12)	(.03)	(.06)	(.12)
Total distributions	(.15)	(.40)	(.30)	(.23)^I	(.26)	(.39)^H
Net asset value, end of period	$ 13.39	$ 12.92	$ 11.14	$ 9.97	$ 10.44	$ 9.27
Total Return^{B, C, D}	4.89%	19.71%	14.80%	(2.35)%	15.47%	29.79%
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)	(.25)% ^A	1.78%	1.92%	2.00%	2.67%	3.59%
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,043	$ 46,379	$ 33,051	$ 25,869	$ 22,782	$ 8,262
Portfolio turnover rate ^F	34%^A	30%	34%	21%	25%	30%
^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 underlying funds 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. ^I Total distributions of $.23 per share is comprised of distributions from net investment income of $.192 and distributions from net realized gain of $.033 per share.

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

Semiannual Report

VIP Freedom 2030 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.4	10.8
VIP Equity-Income Portfolio Initial Class	10.9	11.0
VIP Growth & Income Portfolio Initial Class	12.4	12.8
VIP Growth Portfolio Initial Class	10.7	11.3
VIP Mid Cap Portfolio Initial Class	3.0	3.2
VIP Value Portfolio Initial Class	8.0	8.2
VIP Value Strategies Portfolio Initial Class	3.9	4.0
	59.3	61.3
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.4	5.3
VIP Overseas Portfolio Initial Class	20.0	21.1
	25.4	26.4
Bond Funds
VIP High Income Portfolio Initial Class	7.0	6.8
VIP Investment Grade Bond Portfolio Initial Class	8.3	5.5
	15.3	12.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	59.3%
	International Equity Funds	25.4%
	Bond Funds	15.3%

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Six months ago
	Domestic Equity Funds	61.3%
	International Equity Funds	26.4%
	Bond Funds	12.3%

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Semiannual Report

VIP Freedom 2030 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 59.3%
	Shares		Value
VIP Contrafund Portfolio Initial Class (a)	734,121		$ 26,912,891
VIP Equity-Income Portfolio Initial Class (a)	1,131,268		28,315,626
VIP Growth & Income Portfolio Initial Class (a)	1,586,452		32,316,020
VIP Growth Portfolio Initial Class (a)	445,149		27,652,654
VIP Mid Cap Portfolio Initial Class (a)	208,691		7,855,148
VIP Value Portfolio Initial Class (a)	1,286,025		20,756,440
VIP Value Strategies Portfolio Initial Class (a)	666,768		10,174,881
TOTAL DOMESTIC EQUITY FUNDS (Cost $114,128,196)		153,983,660
International Equity Funds - 25.4%

VIP Emerging Markets Portfolio Initial Class (a)	1,457,079		14,002,528
VIP Overseas Portfolio Initial Class (a)	2,539,340		51,980,293
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $57,713,855)		65,982,821
Bond Funds - 15.3%
	Shares		Value
VIP High Income Portfolio Initial Class (a)	2,964,676		$ 18,054,876
VIP Investment Grade Bond Portfolio Initial Class (a)	1,683,420		21,665,621
TOTAL BOND FUNDS (Cost $39,255,918)		39,720,497
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $211,097,969)			259,686,978
NET OTHER ASSETS (LIABILITIES) - 0.0%			(32,581)
NET ASSETS - 100%		$ 259,654,397

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 26,290,743	$ 1,455,070	$ 2,517,922	$ -	$ 26,912,891
VIP Emerging Markets Portfolio Initial Class	12,999,146	1,234,027	1,068,384	-	14,002,528
VIP Equity-Income Portfolio Initial Class	26,631,689	1,904,732	2,193,814	-	28,315,626
VIP Growth & Income Portfolio Initial Class	31,025,447	1,691,595	2,333,076	-	32,316,020
VIP Growth Portfolio Initial Class	27,431,063	2,505,060	4,569,783	-	27,652,654
VIP High Income Portfolio Initial Class	16,416,959	1,881,647	1,064,689	-	18,054,876
VIP Investment Grade Bond Portfolio Initial Class	13,395,744	9,238,552	1,662,534	-	21,665,621
VIP Mid Cap Portfolio Initial Class	7,860,120	662,207	934,486	-	7,855,148
VIP Overseas Portfolio Initial Class	51,174,972	3,998,670	2,790,205	-	51,980,293
VIP Value Portfolio Initial Class	19,932,844	1,360,335	1,772,342	-	20,756,440
VIP Value Strategies Portfolio Initial Class	9,842,202	535,363	794,114	-	10,174,881
Total	$ 243,000,929	$ 26,467,258	$ 21,701,349	$ -	$ 259,686,978

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $211,097,969) - See accompanying schedule		$ 259,686,978
Receivable for investments sold		78,858
Receivable for fund shares sold		1,345,569
Total assets		261,111,405

Liabilities
Payable to custodian bank	$ 49
Payable for investments purchased	1,310,895
Payable for fund shares redeemed	113,550
Distribution and service plan fees payable	32,514
Total liabilities		1,457,008

Net Assets		$ 259,654,397
Net Assets consist of:
Paid in capital		$ 211,897,081
Accumulated net investment loss		(187,805)
Accumulated undistributed net realized gain (loss) on investments		(643,888)
Net unrealized appreciation (depreciation) on investments		48,589,009
Net Assets		$ 259,654,397

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($70,705,044 ÷ 5,304,324 shares)		$ 13.33

Service Class: Net Asset Value, offering price and redemption price per share ($50,229,999 ÷ 3,775,163 shares)		$ 13.31

Service Class 2: Net Asset Value, offering price and redemption price per share ($138,719,354 ÷ 10,466,714 shares)		$ 13.25

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ -

Expenses
Distribution and service plan fees	$ 187,805
Independent trustees' compensation	461
Total expenses before reductions	188,266
Expense reductions	(461)	187,805
Net investment income (loss)		(187,805)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	141,099
Capital gain distributions from underlying funds	472,995
Total net realized gain (loss)		614,094
Change in net unrealized appreciation (depreciation) on underlying funds		11,787,937
Net gain (loss)		12,402,031
Net increase (decrease) in net assets resulting from operations		$ 12,214,226

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (187,805)	$ 3,522,718
Net realized gain (loss)	614,094	4,474,469
Change in net unrealized appreciation (depreciation)	11,787,937	32,087,717
Net increase (decrease) in net assets resulting from operations	12,214,226	40,084,904
Distributions to shareholders from net investment income	-	(3,560,740)
Distributions to shareholders from net realized gain	(3,015,983)	(2,890,634)
Total distributions	(3,015,983)	(6,451,374)
Share transactions - net increase (decrease)	7,485,671	43,511,429
Total increase (decrease) in net assets	16,683,914	77,144,959

Net Assets
Beginning of period	242,970,483	165,825,524
End of period (including accumulated net investment loss of $187,805 and $0, respectively)	$ 259,654,397	$ 242,970,483

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.84	$ 10.88	$ 9.70	$ 10.21	$ 9.03	$ 7.12
Income from Investment Operations
Net investment income (loss) ^E	-	.22	.25	.23	.21	.24
Net realized and unrealized gain (loss)	.65	2.12	1.26	(.49)	1.24	1.96
Total from investment operations	.65	2.34	1.51	(.26)	1.45	2.20
Distributions from net investment income	-	(.21)	(.23)	(.22)	(.20)	(.18)
Distributions from net realized gain	(.16)	(.17)	(.10)	(.03)	(.07)	(.11)
Total distributions	(.16)	(.38)	(.33)	(.25)	(.27)	(.29)
Net asset value, end of period	$ 13.33	$ 12.84	$ 10.88	$ 9.70	$ 10.21	$ 9.03
Total Return^{B, C, D}	5.14%	21.66%	15.58%	(2.60)%	16.08%	31.66%
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)	.00% ^A	1.88%	2.39%	2.27%	2.25%	3.13%
Supplemental Data
Net assets, end of period (000 omitted)	$ 70,705	$ 64,173	$ 39,111	$ 30,601	$ 28,917	$ 23,836
Portfolio turnover rate ^F	18% ^A	30%	17%	16%	25%	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 Amounts 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 underlying funds in which the Fund invests.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.82	$ 10.87	$ 9.69	$ 10.20	$ 9.02	$ 7.12
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.21	.24	.22	.20	.24
Net realized and unrealized gain (loss)	.66	2.11	1.26	(.49)	1.24	1.94
Total from investment operations	.65	2.32	1.50	(.27)	1.44	2.18
Distributions from net investment income	-	(.20)	(.22)	(.21)	(.19)	(.17)
Distributions from net realized gain	(.16)	(.17)	(.10)	(.03)	(.07)	(.11)
Total distributions	(.16)	(.37)	(.32)	(.24)	(.26)	(.28)
Net asset value, end of period	$ 13.31	$ 12.82	$ 10.87	$ 9.69	$ 10.20	$ 9.02
Total Return^{B, C, D}	5.14%	21.50%	15.48%	(2.70)%	16.00%	31.40%
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)	(.10)% ^A	1.78%	2.29%	2.17%	2.15%	3.03%
Supplemental Data
Net assets, end of period (000 omitted)	$ 50,230	$ 46,868	$ 32,295	$ 28,666	$ 23,137	$ 16,162
Portfolio turnover rate ^F	18% ^A	30%	17%	16%	25%	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 underlying funds in which the Fund invests.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.78	$ 10.83	$ 9.67	$ 10.18	$ 9.00	$ 7.11
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.19	.23	.21	.19	.23
Net realized and unrealized gain (loss)	.65	2.11	1.23	(.50)	1.24	1.93
Total from investment operations	.63	2.30	1.46	(.29)	1.43	2.16
Distributions from net investment income	-	(.18)	(.21)	(.19)	(.17)	(.16)
Distributions from net realized gain	(.16)	(.17)	(.10)	(.03)	(.07)	(.11)
Total distributions	(.16)	(.35)	(.30)^I	(.22)	(.25)^H	(.27)
Net asset value, end of period	$ 13.25	$ 12.78	$ 10.83	$ 9.67	$ 10.18	$ 9.00
Total Return^{B, C, D}	5.00%	21.41%	15.18%	(2.83)%	15.89%	31.18%
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)	(.25)% ^A	1.63%	2.14%	2.02%	2.01%	2.88%
Supplemental Data
Net assets, end of period (000 omitted)	$ 138,719	$ 131,930	$ 94,419	$ 59,671	$ 49,574	$ 34,809
Portfolio turnover rate ^F	18% ^A	30%	17%	16%	25%	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 underlying funds 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 $.30 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $.096 per share.

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

Semiannual Report

VIP Freedom 2035 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	11.0	11.1
VIP Equity-Income Portfolio Initial Class	11.6	11.4
VIP Growth & Income Portfolio Initial Class	13.2	13.2
VIP Growth Portfolio Initial Class	11.3	11.5
VIP Mid Cap Portfolio Initial Class	3.2	3.3
VIP Value Portfolio Initial Class	8.5	8.4
VIP Value Strategies Portfolio Initial Class	4.2	4.2
	63.0	63.1
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.7	5.6
VIP Overseas Portfolio Initial Class	21.3	21.5
	27.0	27.1
Bond Funds
VIP High Income Portfolio Initial Class	7.0	6.8
VIP Investment Grade Bond Portfolio Initial Class	3.0	3.0
	10.0	9.8
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	63.0%
	International Equity Funds	27.0%
	Bond Funds	10.0%

ffk316090

Six months ago
	Domestic Equity Funds	63.1%
	International Equity Funds	27.1%
	Bond Funds	9.8%

ffk316095

Semiannual Report

VIP Freedom 2035 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%
	Shares		Value
VIP Contrafund Portfolio Initial Class (a)	34,748		$ 1,273,876
VIP Equity-Income Portfolio Initial Class (a)	53,478		1,338,551
VIP Growth & Income Portfolio Initial Class (a)	75,010		1,527,958
VIP Growth Portfolio Initial Class (a)	20,971		1,302,748
VIP Mid Cap Portfolio Initial Class (a)	9,849		370,729
VIP Value Portfolio Initial Class (a)	60,894		982,836
VIP Value Strategies Portfolio Initial Class (a)	31,484		480,446
TOTAL DOMESTIC EQUITY FUNDS (Cost $6,454,914)		7,277,144
International Equity Funds - 27.0%

VIP Emerging Markets Portfolio Initial Class (a)	68,983		662,923
VIP Overseas Portfolio Initial Class (a)	119,893		2,454,202
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,913,134)		3,117,125
Bond Funds - 10.0%
	Shares		Value
VIP High Income Portfolio Initial Class (a)	132,749		$ 808,443
VIP Investment Grade Bond Portfolio Initial Class (a)	26,921		346,476
TOTAL BOND FUNDS (Cost $1,120,174)		1,154,919
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $10,488,222)			11,549,188
NET OTHER ASSETS (LIABILITIES) - 0.0%			(2,021)
NET ASSETS - 100%		$ 11,547,167

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 640,327	$ 651,020	$ 90,287	$ -	$ 1,273,876
VIP Emerging Markets Portfolio Initial Class	325,159	363,698	67,438	-	662,923
VIP Equity-Income Portfolio Initial Class	655,181	696,062	97,511	-	1,338,551
VIP Growth & Income Portfolio Initial Class	759,347	795,701	114,159	-	1,527,958
VIP Growth Portfolio Initial Class	665,321	680,036	132,487	-	1,302,748
VIP High Income Portfolio Initial Class	391,568	492,659	104,466	-	808,443
VIP Investment Grade Bond Portfolio Initial Class	174,929	329,564	168,657	-	346,476
VIP Mid Cap Portfolio Initial Class	189,279	194,554	27,215	-	370,729
VIP Overseas Portfolio Initial Class	1,238,968	1,383,762	176,499	-	2,454,202
VIP Value Portfolio Initial Class	487,649	510,391	69,053	-	982,836
VIP Value Strategies Portfolio Initial Class	240,059	245,870	32,142	-	480,446
Total	$ 5,767,787	$ 6,343,317	$ 1,079,914	$ -	$ 11,549,188

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $10,488,222) - See accompanying schedule		$ 11,549,188
Receivable for investments sold		53,980
Receivable for fund shares sold		25,889
Total assets		11,629,057

Liabilities
Payable for investments purchased	$ 1,152
Payable for fund shares redeemed	78,719
Distribution and service plan fees payable	2,019
Total liabilities		81,890

Net Assets		$ 11,547,167
Net Assets consist of:
Paid in capital		$ 10,503,156
Accumulated net investment loss		(9,293)
Accumulated undistributed net realized gain (loss) on investments		(7,662)
Net unrealized appreciation (depreciation) on investments		1,060,966
Net Assets		$ 11,547,167

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($565,755 ÷ 28,294 shares)		$ 20.00

Service Class: Net Asset Value, offering price and redemption price per share ($984,026 ÷ 49,256 shares)		$ 19.98

Service Class 2: Net Asset Value, offering price and redemption price per share ($9,997,386 ÷ 502,483 shares)		$ 19.90

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ -

Expenses
Distribution and service plan fees	$ 9,293
Independent trustees' compensation	15
Total expenses before reductions	9,308
Expense reductions	(15)	9,293
Net investment income (loss)		(9,293)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(11,234)
Capital gain distributions from underlying funds	14,022
Total net realized gain (loss)		2,788
Change in net unrealized appreciation (depreciation) on underlying funds		529,224
Net gain (loss)		532,012
Net increase (decrease) in net assets resulting from operations		$ 522,719

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (9,293)	$ 80,289
Net realized gain (loss)	2,788	88,918
Change in net unrealized appreciation (depreciation)	529,224	359,936
Net increase (decrease) in net assets resulting from operations	522,719	529,143
Distributions to shareholders from net investment income	-	(80,620)
Distributions to shareholders from net realized gain	(60,319)	(41,889)
Total distributions	(60,319)	(122,509)
Share transactions - net increase (decrease)	5,317,857	4,318,971
Total increase (decrease) in net assets	5,780,257	4,725,605

Net Assets
Beginning of period	5,766,910	1,041,305
End of period (including accumulated net investment loss of $9,293 and $0, respectively)	$ 11,547,167	$ 5,766,910

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.16	$ 15.76	$ 13.82	$ 14.74	$ 13.74	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	-	.66	.49	.27	.27	.25
Net realized and unrealized gain (loss)	1.00	3.24	1.83	(.85)	2.04	3.76
Total from investment operations	1.00	3.90	2.32	(.58)	2.31	4.01
Distributions from net investment income	-	(.29)	(.31)	(.28)	(.28)	(.25)
Distributions from net realized gain	(.16)	(.20)	(.07)	(.06)	(1.03)	(.01)
Total distributions	(.16)	(.50)^J	(.38)	(.34)	(1.31)	(.27)^K
Net asset value, end of period	$ 20.00	$ 19.16	$ 15.76	$ 13.82	$ 14.74	$ 13.74
Total Return^{B, C, D}	5.27%	24.84%	16.82%	(3.99)%	17.01%	40.04%
Ratios to Average Net Assets^F,H
Expenses before reductions	.00% ^{A, K}	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.00% ^A	3.72%	3.20%	1.82%	1.92%	2.78% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 566	$ 1,054	$ 128	$ 97	$ 121	$ 144
Portfolio turnover rate ^F	25% ^A	31%	19%	38%	38%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^ECalculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I Total distributions of $.50 per share is comprised of distributions from net investment income of $.292 and distributions from net realized gain of $.204 per share. ^J 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. ^K Amount represents less than .01%.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.15	$ 15.76	$ 13.82	$ 14.74	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.64	.47	.25	.26	.24
Net realized and unrealized gain (loss)	1.00	3.24	1.84	(.85)	2.04	3.75
Total from investment operations	.99	3.88	2.31	(.60)	2.30	3.99
Distributions from net investment income	-	(.28)	(.30)	(.26)	(.26)	(.24)
Distributions from net realized gain	(.16)	(.20)	(.07)	(.06)	(1.03)	(.01)
Total distributions	(.16)	(.49)^J	(.37)	(.32)	(1.29)	(.26)^I
Net asset value, end of period	$ 19.98	$ 19.15	$ 15.76	$ 13.82	$ 14.74	$ 13.73
Total Return^{B, C, D}	5.22%	24.72%	16.71%	(4.10)%	16.97%	39.85%
Ratios to Average Net Assets^E,H
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10%^A
Net investment income (loss)	(.10)% ^A	3.62%	3.10%	1.72%	1.82%	2.68%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 984	$ 289	$ 105	$ 90	$ 116	$ 140
Portfolio turnover rate ^E	25% ^A	31%	19%	38%	38%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I 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. ^J Total distributions of $.49 per share is comprised of distributions from net investment income of $.283 and distributions from net realized gain of $.204 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.09	$ 15.73	$ 13.80	$ 14.72	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.62	.45	.23	.24	.23
Net realized and unrealized gain (loss)	.99	3.22	1.84	(.85)	2.03	3.74
Total from investment operations	.97	3.84	2.29	(.62)	2.27	3.97
Distributions from net investment income	-	(.27)	(.29)	(.24)	(.26)	(.23)
Distributions from net realized gain	(.16)	(.20)	(.07)	(.06)	(1.03)	(.01)
Total distributions	(.16)	(.48)^I	(.36)	(.30)	(1.28)^K	(.24)^J
Net asset value, end of period	$ 19.90	$ 19.09	$ 15.73	$ 13.80	$ 14.72	$ 13.73
Total Return^{B, C, D}	5.13%	24.50%	16.61%	(4.25)%	16.76%	39.72%
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	.25% ^A	.25%	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.25)%^A	3.48%	2.95%	1.57%	1.67%	2.53% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,997	$ 4,423	$ 808	$ 276	$ 211	$ 143
Portfolio turnover rate ^F	25% ^A	31%	19%	38%	38%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I Total distributions of $.48 per share is comprised of distributions from net investment income of $.271 and distributions from net realized gain of $.204 per share. ^J 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. ^K 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.

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

Semiannual Report

VIP Freedom 2040 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	11.0	11.1
VIP Equity-Income Portfolio Initial Class	11.6	11.3
VIP Growth & Income Portfolio Initial Class	13.2	13.1
VIP Growth Portfolio Initial Class	11.3	11.6
VIP Mid Cap Portfolio Initial Class	3.2	3.3
VIP Value Portfolio Initial Class	8.5	8.5
VIP Value Strategies Portfolio Initial Class	4.2	4.1
	63.0	63.0
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.8	5.6
VIP Overseas Portfolio Initial Class	21.2	21.5
	27.0	27.1
Bond Funds
VIP High Income Portfolio Initial Class	7.0	6.8
VIP Investment Grade Bond Portfolio Initial Class	3.0	3.1
	10.0	9.9
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	63.0%
	International Equity Funds	27.0%
	Bond Funds	10.0%

ffk316100

Six months ago
	Domestic Equity Funds	63.0%
	International Equity Funds	27.1%
	Bond Funds	9.9%

ffk316105

Semiannual Report

VIP Freedom 2040 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%
	Shares		Value
VIP Contrafund Portfolio Initial Class (a)	95,744		$ 3,509,973
VIP Equity-Income Portfolio Initial Class (a)	147,359		3,688,398
VIP Growth & Income Portfolio Initial Class (a)	206,722		4,210,926
VIP Growth Portfolio Initial Class (a)	58,009		3,603,498
VIP Mid Cap Portfolio Initial Class (a)	27,103		1,020,139
VIP Value Portfolio Initial Class (a)	167,761		2,707,660
VIP Value Strategies Portfolio Initial Class (a)	86,716		1,323,284
TOTAL DOMESTIC EQUITY FUNDS (Cost $16,687,006)		20,063,878
International Equity Funds - 27.0%

VIP Emerging Markets Portfolio Initial Class (a)	191,337		1,838,751
VIP Overseas Portfolio Initial Class (a)	331,042		6,776,431
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $7,741,650)		8,615,182
Bond Funds - 10.0%
	Shares		Value
VIP High Income Portfolio Initial Class (a)	365,792		$ 2,227,671
VIP Investment Grade Bond Portfolio Initial Class (a)	74,186		954,777
TOTAL BOND FUNDS (Cost $3,085,707)		3,182,448
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $27,514,363)			31,861,508
NET OTHER ASSETS (LIABILITIES) - 0.0%			(2,136)
NET ASSETS - 100%		$ 31,859,372

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 2,460,749	$ 1,092,305	$ 244,709	$ -	$ 3,509,973
VIP Emerging Markets Portfolio Initial Class	1,238,252	604,410	113,237	-	1,838,751
VIP Equity-Income Portfolio Initial Class	2,495,378	1,168,503	211,382	-	3,688,398
VIP Growth & Income Portfolio Initial Class	2,914,207	1,293,983	234,571	-	4,210,926
VIP Growth Portfolio Initial Class	2,568,656	1,164,418	387,620	-	3,603,498
VIP High Income Portfolio Initial Class	1,504,471	784,698	147,646	-	2,227,671
VIP Investment Grade Bond Portfolio Initial Class	679,618	620,601	376,885	-	954,777
VIP Mid Cap Portfolio Initial Class	733,608	339,844	88,864	-	1,020,139
VIP Overseas Portfolio Initial Class	4,763,663	2,424,674	401,612	-	6,776,431
VIP Value Portfolio Initial Class	1,874,418	854,805	169,857	-	2,707,660
VIP Value Strategies Portfolio Initial Class	920,617	410,217	80,267	-	1,323,284
Total	$ 22,153,637	$ 10,758,458	$ 2,456,650	$ -	$ 31,861,508

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $27,514,363) - See accompanying schedule		$ 31,861,508
Receivable for investments sold		4,847
Receivable for fund shares sold		20,821
Total assets		31,887,176

Liabilities
Payable for investments purchased	$ 6,854
Payable for fund shares redeemed	18,812
Distribution and service plan fees payable	2,138
Total liabilities		27,804

Net Assets		$ 31,859,372
Net Assets consist of:
Paid in capital		$ 27,597,201
Accumulated net investment loss		(10,363)
Accumulated undistributed net realized gain (loss) on investments		(74,611)
Net unrealized appreciation (depreciation) on investments		4,347,145
Net Assets		$ 31,859,372

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($14,341,841 ÷ 750,108 shares)		$ 19.12

Service Class: Net Asset Value, offering price and redemption price per share ($11,530,239 ÷ 603,873 shares)		$ 19.09

Service Class 2: Net Asset Value, offering price and redemption price per share ($5,987,292 ÷ 314,476 shares)		$ 19.04

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ -

Expenses
Distribution and service plan fees	$ 10,363
Independent trustees' compensation	46
Total expenses before reductions	10,409
Expense reductions	(46)	10,363
Net investment income (loss)		(10,363)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(19,779)
Capital gain distributions from underlying funds	46,044
Total net realized gain (loss)		26,265
Change in net unrealized appreciation (depreciation) on underlying funds		1,429,132
Net gain (loss)		1,455,397
Net increase (decrease) in net assets resulting from operations		$ 1,445,034

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (10,363)	$ 311,434
Net realized gain (loss)	26,265	349,031
Change in net unrealized appreciation (depreciation)	1,429,132	2,561,148
Net increase (decrease) in net assets resulting from operations	1,445,034	3,221,613
Distributions to shareholders from net investment income	-	(313,021)
Distributions to shareholders from net realized gain	(225,214)	(186,661)
Total distributions	(225,214)	(499,682)
Share transactions - net increase (decrease)	8,487,105	10,880,097
Total increase (decrease) in net assets	9,706,925	13,602,028

Net Assets
Beginning of period	22,152,447	8,550,419
End of period (including accumulated net investment loss of $10,363 and $0, respectively)	$ 31,859,372	$ 22,152,447

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 18.35	$ 15.03	$ 13.16	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	-	.38	.42	.35	.20	.26
Net realized and unrealized gain (loss)	.95	3.41	1.81	(.91)	2.15	3.83
Total from investment operations	.95	3.79	2.23	(.56)	2.35	4.09
Distributions from net investment income	-	(.27)	(.29)	(.27)	(.28)	(.26)
Distributions from net realized gain	(.18)	(.19)	(.07)	(.02)	(1.87)	(.01)
Total distributions	(.18)	(.47)^J	(.36)	(.30)^L	(2.15)	(.27)^K
Net asset value, end of period	$ 19.12	$ 18.35	$ 15.03	$ 13.16	$ 14.02	$ 13.82
Total Return^{B, C, D}	5.23%	25.29%	16.95%	(4.02)%	17.19%	40.89%
Ratios to Average Net Assets^F,I
Expenses before reductions	.00% ^A,G	.00% ^G	.00% ^G	.00% ^G	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.00%^A	2.26%	2.91%	2.50%	1.46%	2.81% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 14,342	$ 10,262	$ 3,369	$ 1,559	$ 278	$ 145
Portfolio turnover rate ^F	19% ^A	36%	39%	42%	194%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^GAmount represents less than .01%. ^H For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the underlying funds in which the Fund invests. ^J Total distributions of $.47 per share is comprised of distributions from net investment income of $.272 and distributions from net realized gain of $.193 per share. ^K Total distributions of $.27 per share is comprised of distributions from net investment income of $.257 and distributions from net realized gain of $.014 per share. ^L Total distributions of $.30 per share is comprised of distributions from net investment income of $.274 and distributions from net realized gain of $.022 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.33	$ 15.02	$ 13.15	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.36	.41	.33	.19	.25
Net realized and unrealized gain (loss)	.95	3.40	1.81	(.91)	2.14	3.83
Total from investment operations	.94	3.76	2.22	(.58)	2.33	4.08
Distributions from net investment income	-	(.26)	(.28)	(.26)	(.26)	(.25)
Distributions from net realized gain	(.18)	(.19)	(.07)	(.02)	(1.87)	(.01)
Total distributions	(.18)	(.45)	(.35)	(.29)^J	(2.13)	(.26)^I
Net asset value, end of period	$ 19.09	$ 18.33	$ 15.02	$ 13.15	$ 14.02	$ 13.82
Total Return^{B, C, D}	5.18%	25.16%	16.88%	(4.17)%	17.05%	40.80%
Ratios to Average Net Assets^F,H
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.10)% ^A	2.16%	2.81%	2.41%	1.36%	2.71% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,530	$ 9,076	$ 4,600	$ 1,058	$ 116	$ 141
Portfolio turnover rate ^F	19% ^A	36%	39%	42%	194%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I 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. ^J Total distributions of $.29 per share is comprised of distributions from net investment income of $.264 and distributions from net realized gain of $.022 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.29	$ 15.00	$ 13.15	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.34	.39	.32	.17	.23
Net realized and unrealized gain (loss)	.95	3.39	1.79	(.92)	2.14	3.84
Total from investment operations	.93	3.73	2.18	(.60)	2.31	4.07
Distributions from net investment income	-	(.25)	(.27)	(.24)	(.24)	(.23)
Distributions from net realized gain	(.18)	(.19)	(.07)	(.02)	(1.87)	(.01)
Total distributions	(.18)	(.44)	(.33)^K	(.27)^J	(2.11)	(.25)^I
Net asset value, end of period	$ 19.04	$ 18.29	$ 15.00	$ 13.15	$ 14.02	$ 13.82
Total Return^{B, C, D}	5.14%	24.99%	16.64%	(4.32)%	16.92%	40.66%
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	.25% ^A	.25%	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.25)% ^A	2.01%	2.66%	2.25%	1.21%	2.56% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,987	$ 2,815	$ 581	$ 137	$ 144	$ 141
Portfolio turnover rate ^F	19% ^A	36%	39%	42%	194%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I 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. ^J Total distributions of $.27 per share is comprised of distributions from net investment income of $.243 and distributions from net realized gain of $.022 per share. ^K Total distributions of $.33 per share is comprised of distributions from net investment income of $.265 and distributions from net realized gain of $.069 per share.

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

Semiannual Report

VIP Freedom 2045 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	11.0	11.1
VIP Equity-Income Portfolio Initial Class	11.6	11.3
VIP Growth & Income Portfolio Initial Class	13.2	13.2
VIP Growth Portfolio Initial Class	11.3	11.5
VIP Mid Cap Portfolio Initial Class	3.2	3.3
VIP Value Portfolio Initial Class	8.5	8.5
VIP Value Strategies Portfolio Initial Class	4.2	4.2
	63.0	63.1
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.7	5.7
VIP Overseas Portfolio Initial Class	21.3	21.5
	27.0	27.2
Bond Funds
VIP High Income Portfolio Initial Class	7.0	6.8
VIP Investment Grade Bond Portfolio Initial Class	3.0	2.9
	10.0	9.7
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)
Period end
	Domestic Equity Funds	63.0%
	International Equity Funds	27.0%
	Bond Funds	10.0%

ffk316110

Six months ago
	Domestic Equity Funds	63.1%
	International Equity Funds	27.2%
	Bond Funds	9.7%

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Semiannual Report

VIP Freedom 2045 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%
	Shares		Value
VIP Contrafund Portfolio Initial Class (a)	18,352		$ 672,774
VIP Equity-Income Portfolio Initial Class (a)	28,243		706,931
VIP Growth & Income Portfolio Initial Class (a)	39,615		806,963
VIP Growth Portfolio Initial Class (a)	11,076		688,023
VIP Mid Cap Portfolio Initial Class (a)	5,202		195,794
VIP Value Portfolio Initial Class (a)	32,160		519,067
VIP Value Strategies Portfolio Initial Class (a)	16,628		253,739
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,336,562)		3,843,291
International Equity Funds - 27.0%

VIP Emerging Markets Portfolio Initial Class (a)	36,432		350,111
VIP Overseas Portfolio Initial Class (a)	63,319		1,296,142
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,514,660)		1,646,253
Bond Funds - 10.0%
	Shares		Value
VIP High Income Portfolio Initial Class (a)	70,109		$ 426,965
VIP Investment Grade Bond Portfolio Initial Class (a)	14,218		182,985
TOTAL BOND FUNDS (Cost $586,309)		609,950
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $5,437,531)			6,099,494
NET OTHER ASSETS (LIABILITIES) - 0.0%			(1,099)
NET ASSETS - 100%		$ 6,098,395

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 326,601	$ 370,863	$ 60,401	$ -	$ 672,774
VIP Emerging Markets Portfolio Initial Class	166,319	192,222	28,677	-	350,111
VIP Equity-Income Portfolio Initial Class	333,339	392,920	60,427	-	706,931
VIP Growth & Income Portfolio Initial Class	388,011	443,589	66,734	-	806,963
VIP Growth Portfolio Initial Class	336,722	375,488	69,246	-	688,023
VIP High Income Portfolio Initial Class	199,421	259,371	45,710	-	426,965
VIP Investment Grade Bond Portfolio Initial Class	85,400	208,971	116,394	-	182,985
VIP Mid Cap Portfolio Initial Class	96,671	109,944	17,877	-	195,794
VIP Overseas Portfolio Initial Class	631,251	760,083	101,488	-	1,296,142
VIP Value Portfolio Initial Class	248,594	288,687	44,048	-	519,067
VIP Value Strategies Portfolio Initial Class	122,454	138,416	20,286	-	253,739
Total	$ 2,934,783	$ 3,540,554	$ 631,288	$ -	$ 6,099,494

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $5,437,531) - See accompanying schedule		$ 6,099,494
Receivable for fund shares sold		65,065
Total assets		6,164,559

Liabilities
Payable for investments purchased	$ 58,008
Payable for fund shares redeemed	7,058
Distribution and service plan fees payable	1,098
Total liabilities		66,164

Net Assets		$ 6,098,395
Net Assets consist of:
Paid in capital		$ 5,442,016
Accumulated net investment loss		(4,725)
Accumulated undistributed net realized gain (loss) on investments		(859)
Net unrealized appreciation (depreciation) on investments		661,963
Net Assets		$ 6,098,395

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($271,468 ÷ 14,326 shares)		$ 18.95

Service Class: Net Asset Value, offering price and redemption price per share ($171,918 ÷ 9,077 shares)		$ 18.94

Service Class 2: Net Asset Value, offering price and redemption price per share ($5,655,009 ÷ 299,663 shares)		$ 18.87

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ -

Expenses
Distribution and service plan fees	$ 4,725
Independent trustees' compensation	7
Total expenses before reductions	4,732
Expense reductions	(7)	4,725
Net investment income (loss)		(4,725)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(4,645)
Capital gain distributions from underlying funds	6,920
Total net realized gain (loss)		2,275
Change in net unrealized appreciation (depreciation) on underlying funds		261,203
Net gain (loss)		263,478
Net increase (decrease) in net assets resulting from operations		$ 258,753

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,725)	$ 42,445
Net realized gain (loss)	2,275	54,366
Change in net unrealized appreciation (depreciation)	261,203	251,989
Net increase (decrease) in net assets resulting from operations	258,753	348,800
Distributions to shareholders from net investment income	-	(42,511)
Distributions to shareholders from net realized gain	(33,108)	(27,647)
Total distributions	(33,108)	(70,158)
Share transactions - net increase (decrease)	2,938,479	1,900,136
Total increase (decrease) in net assets	3,164,124	2,178,778

Net Assets
Beginning of period	2,934,271	755,493
End of period (including accumulated net investment loss of $4,725 and $0, respectively)	$ 6,098,395	$ 2,934,271

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.18	$ 14.83	$ 13.38	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	-	.52	.44	.27	.24	.26
Net realized and unrealized gain (loss)	.95	3.33	1.84	(.89)	2.14	3.87
Total from investment operations	.95	3.85	2.28	(.62)	2.38	4.13
Distributions from net investment income	-	(.29)	(.30)	(.28)	(.29)	(.26)
Distributions from net realized gain	(.18)	(.21)	(.53)	(.34)	(1.34)	(.01)
Total distributions	(.18)	(.50)	(.83)	(.61)^I	(1.63)	(.27)
Net asset value, end of period	$ 18.95	$ 18.18	$ 14.83	$ 13.38	$ 14.61	$ 13.86
Total Return^{B, C, D}	5.27%	26.07%	17.33%	(4.41)%	17.37%	41.28%
Ratios to Average Net Assets^F,H
Expenses before reductions	.00% ^{A, J}	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.00% ^A	3.13%	3.07%	1.88%	1.65%	2.83% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 271	$ 272	$ 136	$ 95	$ 121	$ 145
Portfolio turnover rate ^F	30% ^A	42%	16%	29%	17%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^ITotal distributions of $.61 per share is comprised of distributions from net investment income of $.279 and distributions from net realized gain of $.335 per share. ^JAmount represents less than .01%.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.18	$ 14.83	$ 13.38	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.51	.43	.26	.22	.25
Net realized and unrealized gain (loss)	.95	3.33	1.83	(.89)	2.14	3.87
Total from investment operations	.94	3.84	2.26	(.63)	2.36	4.12
Distributions from net investment income	-	(.27)	(.29)	(.26)	(.28)	(.25)
Distributions from net realized gain	(.18)	(.21)	(.53)	(.34)	(1.34)	(.01)
Total distributions	(.18)	(.49)^K	(.81)^J	(.60)	(1.61)^I	(.26)
Net asset value, end of period	$ 18.94	$ 18.18	$ 14.83	$ 13.38	$ 14.61	$ 13.86
Total Return^{B, C, D}	5.22%	25.96%	17.24%	(4.52)%	17.23%	41.19%
Ratios to Average Net Assets^F,H
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.10)% ^A	3.03%	2.97%	1.78%	1.55%	2.73% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 172	$ 169	$ 134	$ 90	$ 117	$ 141
Portfolio turnover rate ^F	30% ^A	42%	16%	29%	17%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I 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. ^J Total distributions of $.81 per share is comprised of distributions from net investment income of $.289 and distributions from net realized gain of $.525 per share. ^K Total distributions of $.49 per share is comprised of distributions from net investment income of $.271 and distributions from net realized gain of $.214 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.13	$ 14.81	$ 13.38	$ 14.61	$ 13.85	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.49	.41	.23	.20	.24
Net realized and unrealized gain (loss)	.94	3.31	1.83	(.88)	2.15	3.86
Total from investment operations	.92	3.80	2.24	(.65)	2.35	4.10
Distributions from net investment income	-	(.27)	(.28)	(.25)	(.25)	(.24)
Distributions from net realized gain	(.18)	(.21)	(.53)	(.34)	(1.34)	(.01)
Total distributions	(.18)	(.48)	(.81)	(.58)^I	(1.59)	(.25)
Net asset value, end of period	$ 18.87	$ 18.13	$ 14.81	$ 13.38	$ 14.61	$ 13.85
Total Return^{B, C, D}	5.12%	25.76%	17.02%	(4.64)%	17.15%	40.96%
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	.25% ^A	.25%	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25% ^A	.25%	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.25)% ^A	2.88%	2.82%	1.63%	1.40%	2.58% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,655	$ 2,493	$ 486	$ 143	$ 126	$ 141
Portfolio turnover rate ^F	30% ^A	42%	16%	29%	17%	5% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I Total distributions of $.58 per share is comprised of distributions from net investment income of $.245 and distributions from net realized gain of $.335 per share.

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

Semiannual Report

VIP Freedom 2050 Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	11.0	11.1
VIP Equity-Income Portfolio Initial Class	11.6	11.3
VIP Growth & Income Portfolio Initial Class	13.2	13.2
VIP Growth Portfolio Initial Class	11.3	11.5
VIP Mid Cap Portfolio Initial Class	3.2	3.3
VIP Value Portfolio Initial Class	8.5	8.5
VIP Value Strategies Portfolio Initial Class	4.2	4.2
	63.0	63.1
International Equity Funds
VIP Emerging Markets Portfolio Initial Class	5.7	5.6
VIP Overseas Portfolio Initial Class	21.3	21.4
	27.0	27.0
Bond Funds
VIP High Income Portfolio Initial Class	7.0	6.9
VIP Investment Grade Bond Portfolio Initial Class	3.0	3.0
	10.0	9.9
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	63.0%
	International Equity Funds	27.0%
	Bond Funds	10.0%

ffk316120

Six months ago
	Domestic Equity Funds	63.1%
	International Equity Funds	27.0%
	Bond Funds	9.9%

ffk316125

Semiannual Report

VIP Freedom 2050 Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%
	Shares		Value
VIP Contrafund Portfolio Initial Class (a)	24,964		$ 915,186
VIP Equity-Income Portfolio Initial Class (a)	38,420		961,650
VIP Growth & Income Portfolio Initial Class (a)	53,889		1,097,725
VIP Growth Portfolio Initial Class (a)	15,066		935,929
VIP Mid Cap Portfolio Initial Class (a)	7,076		266,341
VIP Value Portfolio Initial Class (a)	43,748		706,095
VIP Value Strategies Portfolio Initial Class (a)	22,619		345,165
TOTAL DOMESTIC EQUITY FUNDS (Cost $4,485,928)		5,228,091
International Equity Funds - 27.0%

VIP Emerging Markets Portfolio Initial Class (a)	49,559		476,262
VIP Overseas Portfolio Initial Class (a)	86,134		1,763,163
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,047,389)		2,239,425
Bond Funds - 10.0%
	Shares		Value
VIP High Income Portfolio Initial Class (a)	95,371		$ 580,807
VIP Investment Grade Bond Portfolio Initial Class (a)	19,341		248,917
TOTAL BOND FUNDS (Cost $797,642)		829,724
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $7,330,959)			8,297,240
NET OTHER ASSETS (LIABILITIES) - 0.0%			(1,191)
NET ASSETS - 100%		$ 8,296,049

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Initial Class	$ 493,030	$ 412,511	$ 44,283	$ -	$ 915,186
VIP Emerging Markets Portfolio Initial Class	249,508	226,157	30,017	-	476,262
VIP Equity-Income Portfolio Initial Class	503,165	435,763	40,566	-	961,650
VIP Growth & Income Portfolio Initial Class	585,000	493,931	45,929	-	1,097,725
VIP Growth Portfolio Initial Class	512,072	434,498	76,104	-	935,929
VIP High Income Portfolio Initial Class	307,724	292,528	40,602	-	580,807
VIP Investment Grade Bond Portfolio Initial Class	133,777	229,830	122,119	-	248,917
VIP Mid Cap Portfolio Initial Class	145,877	125,044	15,151	-	266,341
VIP Overseas Portfolio Initial Class	948,854	875,436	71,300	-	1,763,163
VIP Value Portfolio Initial Class	375,450	323,585	32,934	-	706,095
VIP Value Strategies Portfolio Initial Class	184,653	152,310	11,793	-	345,165
Total	$ 4,439,110	$ 4,001,593	$ 530,798	$ -	$ 8,297,240

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $7,330,959) - See accompanying schedule		$ 8,297,240
Cash		1
Receivable for investments sold		628
Receivable for fund shares sold		79,635
Total assets		8,377,504

Liabilities
Payable for investments purchased	$ 78,902
Payable for fund shares redeemed	1,362
Distribution and service plan fees payable	1,191
Total liabilities		81,455

Net Assets		$ 8,296,049
Net Assets consist of:
Paid in capital		$ 7,333,745
Accumulated net investment loss		(5,099)
Accumulated undistributed net realized gain (loss) on investments		1,122
Net unrealized appreciation (depreciation) on investments		966,281
Net Assets		$ 8,296,049

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($1,138,643 ÷ 65,976 shares)		$ 17.26

Service Class: Net Asset Value, offering price and redemption price per share ($1,969,094 ÷ 114,262 shares)		$ 17.23

Service Class 2: Net Asset Value, offering price and redemption price per share ($5,188,312 ÷ 301,800 shares)		$ 17.19

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

Semiannual Report

VIP Freedom 2050 Portfolio

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ -

Expenses
Distribution and service plan fees	$ 5,099
Independent trustees' compensation	11
Total expenses before reductions	5,110
Expense reductions	(11)	5,099
Net investment income (loss)		(5,099)
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(1,184)
Capital gain distributions from underlying funds	10,470
Total net realized gain (loss)		9,286
Change in net unrealized appreciation (depreciation) on underlying funds		389,729
Net gain (loss)		399,015
Net increase (decrease) in net assets resulting from operations		$ 393,916

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,099)	$ 53,200
Net realized gain (loss)	9,286	78,122
Change in net unrealized appreciation (depreciation)	389,729	408,501
Net increase (decrease) in net assets resulting from operations	393,916	539,823
Distributions to shareholders from net investment income	-	(53,488)
Distributions to shareholders from net realized gain	(49,646)	(39,156)
Total distributions	(49,646)	(92,644)
Share transactions - net increase (decrease)	3,513,103	2,670,262
Total increase (decrease) in net assets	3,857,373	3,117,441

Net Assets
Beginning of period	4,438,676	1,321,235
End of period (including accumulated net investment loss of $5,099 and $0, respectively)	$ 8,296,049	$ 4,438,676

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.55	$ 13.41	$ 13.34	$ 15.82	$ 14.01	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	-	.37	.47	.26	.39	.26
Net realized and unrealized gain (loss)	.87	3.16	1.72	(1.03)	2.06	4.01
Total from investment operations	.87	3.53	2.19	(.77)	2.45	4.27
Distributions from net investment income	-	(.22)	(.28)	(.28)	(.28)	(.25)
Distributions from net realized gain	(.16)	(.18)	(1.84)	(1.43)	(.36)	(.01)
Total distributions	(.16)	(.39)^I	(2.12)	(1.71)	(.64)	(.26)
Net asset value, end of period	$ 17.26	$ 16.55	$ 13.41	$ 13.34	$ 15.82	$ 14.01
Total Return^{B, C, D}	5.29%	26.44%	17.64%	(4.93)%	17.58%	42.70%
Ratios to Average Net Assets^F,H
Expenses before reductions	.00%^{A, J}	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00%^A	.00%	.00%	.00%	.00%	.00% ^A
Expenses net of all reductions	.00% ^A	.00%	.00%	.00%	.00%	.00% ^A
Net investment income (loss)	.00% ^A	2.42%	3.57%	1.67%	2.64%	2.76% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,139	$ 880	$ 441	$ 253	$ 666	$ 159
Portfolio turnover rate ^F	17% ^A	59%	24%	92%	50%	4% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I Total distributions of $.39 per share is comprised of distributions from net investment income of $.218 and distributions from net realized gain of $.175 per share. ^J Amount represents less than .01%.

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.54	$ 13.41	$ 13.34	$ 15.82	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	.35	.46	.25	.37	.25
Net realized and unrealized gain (loss)	.86	3.17	1.73	(1.04)	2.07	4.00
Total from investment operations	.85	3.52	2.19	(.79)	2.44	4.25
Distributions from net investment income	-	(.21)	(.27)	(.26)	(.26)	(.24)
Distributions from net realized gain	(.16)	(.18)	(1.84)	(1.43)	(.36)	(.01)
Total distributions	(.16)	(.39)	(2.12)^I	(1.69)	(.62)	(.25)
Net asset value, end of period	$ 17.23	$ 16.54	$ 13.41	$ 13.34	$ 15.82	$ 14.00
Total Return^{B, C, D}	5.17%	26.32%	17.59%	(5.06)%	17.53%	42.51%
Ratios to Average Net Assets^F,H
Expenses before reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Expenses net of all reductions	.10% ^A	.10%	.10%	.10%	.10%	.10% ^A
Net investment income (loss)	(.10)% ^A	2.32%	3.47%	1.57%	2.54%	2.66% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,969	$ 1,892	$ 490	$ 91	$ 118	$ 143
Portfolio turnover rate ^F	17% ^A	59%	24%	92%	50%	4% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds in which the Fund invests. ^I Total distributions of $2.12 per share is comprised of distributions from net investment income of $.272 and distributions from net realized gain of $1.843 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.51	$ 13.39	$ 13.33	$ 15.81	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)	.33	.43	.22	.35	.23
Net realized and unrealized gain (loss)	.86	3.16	1.73	(1.02)	2.06	4.01
Total from investment operations	.84	3.49	2.16	(.80)	2.41	4.24
Distributions from net investment income	-	(.19)	(.26)	(.25)	(.24)	(.23)
Distributions from net realized gain	(.16)	(.18)	(1.84)	(1.43)	(.36)	(.01)
Total distributions	(.16)	(.37)	(2.10)	(1.68)	(.60)	(.24)
Net asset value, end of period	$ 17.19	$ 16.51	$ 13.39	$ 13.33	$ 15.81	$ 14.00
Total Return^{B, C, D}	5.12%	26.13%	17.38%	(5.16)%	17.30%	42.37%
Ratios to Average Net Assets^F,H
Expenses before reductions	.25%^A	.25%	.25%	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25%^A	.25%	.25%	.25%	.25%	.25% ^A
Expenses net of all reductions	.25%^A	.25%	.25%	.25%	.25%	.25% ^A
Net investment income (loss)	(.25)% ^A	2.17%	3.32%	1.42%	2.39%	2.51% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,188	$ 1,666	$ 390	$ 163	$ 142	$ 147
Portfolio turnover rate ^F	17% ^A	59%	24%	92%	50%	4% ^A
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^E Calculated based on average shares outstanding during the period. ^F Amounts do not include the activity of the Underlying Funds. ^G For the period April 8, 2009 (commencement of operations) to December 31, 2009. ^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 underlying funds 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, 2014 (Unaudited)

1. Organization.

VIP Freedom Income Portfolio^SM, VIP Freedom 2005 Portfolio^SM, VIP Freedom 2010 Portfolio^SM, VIP Freedom 2015 Portfolio^SM, VIP Freedom 2020 Portfolio^SM, VIP Freedom 2025 Portfolio^SM, VIP Freedom 2030 Portfolio^SM, VIP Freedom 2035 Portfolio^SM, VIP Freedom 2040 Portfolio^SM, VIP Freedom 2045 Portfolio^SM and VIP Freedom 2050 Portfolio^SM (the Funds) are funds of Variable Insurance Products Fund V (the Trust). The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, bond, and short-term funds (the Underlying Funds) managed by Fidelity Management & Research Company (FMR). Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each Fund offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Significant Accounting Policies.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of each Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. Although not included in each Fund's expenses, each Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities and other investments
VIP Freedom Income	$ 28,362,056	$ 1,983,924	$ (115,857)	$ 1,868,067
VIP Freedom 2005	7,484,784	595,779	(89,589)	506,190
VIP Freedom 2010	259,259,411	37,819,985	(2,311,139)	35,508,846
VIP Freedom 2015	100,108,572	20,120,695	(1,216,585)	18,904,110
VIP Freedom 2020	628,874,293	141,786,114	(6,618,199)	135,167,915
VIP Freedom 2025	82,248,552	18,347,414	(714,995)	17,632,419
VIP Freedom 2030	212,429,021	49,271,194	(2,013,237)	47,257,957
VIP Freedom 2035	10,506,209	1,050,429	(7,450)	1,042,979
VIP Freedom 2040	27,620,857	4,252,368	(11,717)	4,240,651
VIP Freedom 2045	5,446,132	655,977	(2,615)	653,362
VIP Freedom 2050	7,341,547	958,093	(2,400)	955,693

3. Purchases and Redemptions of Underlying Fund Shares.

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

	Purchases ($)	Redemptions ($)
VIP Freedom Income	4,414,590	4,117,923
VIP Freedom 2005	953,813	625,290
VIP Freedom 2010	21,826,736	19,610,999
VIP Freedom 2015	11,978,772	12,306,957
VIP Freedom 2020	30,991,539	39,802,405
VIP Freedom 2025	18,429,293	15,775,691
VIP Freedom 2030	26,467,258	21,701,349
VIP Freedom 2035	6,343,317	1,079,914
VIP Freedom 2040	10,758,458	2,456,650
VIP Freedom 2045	3,540,554	631,288
VIP Freedom 2050	4,001,593	530,798

4. Fees and Other Transactions with Affiliates.

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

Other Transactions. The investment adviser 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 distribution and service fees, 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 the investment adviser, 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

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	$ 2,361	$ 9,760	$ 12,121
VIP Freedom 2005	155	109	264
VIP Freedom 2010	13,309	268,692	282,001
VIP Freedom 2015	5,436	78,975	84,411
VIP Freedom 2020	33,222	727,450	760,672
VIP Freedom 2025	12,385	53,929	66,314
VIP Freedom 2030	23,936	163,869	187,805
VIP Freedom 2035	292	9,001	9,293
VIP Freedom 2040	4,882	5,481	10,363
VIP Freedom 2045	84	4,641	4,725
VIP Freedom 2050	941	4,158	5,099

Other. During the period, the following Funds were reimbursed by the investment adviser for certain losses:

	Amounts
Freedom Income Portfolio	$ 392
Freedom 2010 Portfolio	657
Freedom 2015 Portfolio	1,066
Freedom 2020 Portfolio	7,583
Freedom 2025 Portfolio	1,405
Freedom 2030 Portfolio	8,895
Freedom 2040 Portfolio	3,290
Freedom 2045 Portfolio	1,109
Freedom 2050 Portfolio	1,211

5. Expense Reductions.

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

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

	Expense Limitations	Reimbursement
VIP Freedom Income
Initial Class	-%	$ 32
Service Class	.10%	9
Service Class 2	.25%	15
VIP Freedom 2005
Initial Class	-%	13
Service Class	.10%	1
Service Class 2	.25%	-
VIP Freedom 2010
Initial Class	-%	85
Service Class	.10%	51
Service Class 2	.25%	408
VIP Freedom 2015
Initial Class	-%	77
Service Class	.10%	21
Service Class 2	.25%	121

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Expense Reductions - continued

	Expense Limitations	Reimbursement
VIP Freedom 2020
Initial Class	-%	$ 177
Service Class	.10%	127
Service Class 2	.25%	1,110
VIP Freedom 2025
Initial Class	-%	48
Service Class	.10%	47
Service Class 2	.25%	82
VIP Freedom 2030
Initial Class	-%	122
Service Class	.10%	91
Service Class 2	.25%	248
VIP Freedom 2035
Initial Class	-%	1
Service Class	.10%	1
Service Class 2	.25%	13
VIP Freedom 2040
Initial Class	-%	21
Service Class	.10%	17
Service Class 2	.25%	8
VIP Freedom 2045
Initial Class	-%	-
Service Class	.10%	-
Service Class 2	.25%	7
VIP Freedom 2050
Initial Class	-%	2
Service Class	.10%	3
Service Class 2	.25%	6

6. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom Income
From net investment income
Initial Class	$ -	$ 255,596
Service Class	-	65,076
Service Class 2	-	94,526
Total	$ -	$ 415,198
From net realized gain
Initial Class	$ 124,939	$ 131,752
Service Class	32,294	28,487
Service Class 2	56,628	67,134
Total	$ 213,861	$ 227,373

Semiannual Report

6. Distributions to Shareholders - continued

	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom 2005
From net investment income
Initial Class	$ -	$ 112,762
Service Class	-	1,176
Service Class 2	-	1,329
Total	$ -	$ 115,267
From net realized gain
Initial Class	$ 46,598	$ 23,051
Service Class	2,479	407
Service Class 2	669	326
Total	$ 49,746	$ 23,784
VIP Freedom 2010
From net investment income
Initial Class	$ -	$ 728,350
Service Class	-	422,544
Service Class 2	-	2,957,034
Total	$ -	$ 4,107,928
From net realized gain
Initial Class	$ 541,106	$ 394,542
Service Class	322,600	302,244
Service Class 2	2,591,685	2,210,785
Total	$ 3,455,391	$ 2,907,571
VIP Freedom 2015
From net investment income
Initial Class	$ -	$ 700,891
Service Class	-	177,530
Service Class 2	-	925,690
Total	$ -	$ 1,804,111
From net realized gain
Initial Class	$ 515,924	$ 570,080
Service Class	133,772	129,859
Service Class 2	808,785	918,372
Total	$ 1,458,481	$ 1,618,311
VIP Freedom 2020
From net investment income
Initial Class	$ -	$ 1,550,848
Service Class	-	1,066,976
Service Class 2	-	8,656,572
Total	$ -	$ 11,274,396
From net realized gain
Initial Class	$ 1,144,002	$ 984,904
Service Class	850,008	735,382
Service Class 2	7,473,242	7,490,422
Total	$ 9,467,252	$ 9,210,708
VIP Freedom 2025
From net investment income
Initial Class	$ -	$ 419,762
Service Class	-	371,669
Service Class 2	-	712,359
Total	$ -	$ 1,503,790
From net realized gain
Initial Class	$ 293,167	$ 339,026
Service Class	263,045	305,689
Service Class 2	556,843	644,681
Total	$ 1,113,055	$ 1,289,396

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Distributions to Shareholders - continued

	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom 2030
From net investment income
Initial Class	$ -	$ 1,021,484
Service Class	-	708,478
Service Class 2	-	1,830,778
Total	$ -	$ 3,560,740
From net realized gain
Initial Class	$ 780,683	$ 716,739
Service Class	588,296	552,081
Service Class 2	1,647,004	1,621,814
Total	$ 3,015,983	$ 2,890,634
VIP Freedom 2035
From net investment income
Initial Class	$ -	$ 15,527
Service Class	-	4,181
Service Class 2	-	60,912
Total	$ -	$ 80,620
From net realized gain
Initial Class	$ 7,287	$ 7,160
Service Class	2,503	2,358
Service Class 2	50,529	32,371
Total	$ 60,319	$ 41,889
VIP Freedom 2040
From net investment income
Initial Class	$ -	$ 147,607
Service Class	-	128,484
Service Class 2	-	36,930
Total	$ -	$ 313,021
From net realized gain
Initial Class	$ 106,430	$ 83,140
Service Class	86,102	82,004
Service Class 2	32,682	21,517
Total	$ 225,214	$ 186,661
VIP Freedom 2045
From net investment income
Initial Class	$ -	$ 4,212
Service Class	-	2,508
Service Class 2	-	35,791
Total	$ -	$ 42,511
From net realized gain
Initial Class	$ 2,056	$ 2,788
Service Class	1,675	1,959
Service Class 2	29,377	22,900
Total	$ 33,108	$ 27,647
VIP Freedom 2050
From net investment income
Initial Class	$ -	$ 11,234
Service Class	-	23,546
Service Class 2	-	18,708
Total	$ -	$ 53,488
From net realized gain
Initial Class	$ 8,947	$ 8,296
Service Class	17,577	15,999
Service Class 2	23,122	14,861
Total	$ 49,646	$ 39,156

Semiannual Report

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom Income
Initial Class
Shares sold	150,163	697,498	$ 1,644,266	$ 7,508,739
Reinvestment of distributions	11,483	35,816	124,939	387,348
Shares redeemed	(185,465)	(515,273)	(2,036,660)	(5,550,243)
Net increase (decrease)	(23,819)	218,041	$ (267,455)	$ 2,345,844
Service Class
Shares sold	139,963	251,595	$ 1,530,641	$ 2,738,723
Reinvestment of distributions	2,969	8,639	32,294	93,563
Shares redeemed	(119,197)	(77,622)	(1,301,060)	(837,256)
Net increase (decrease)	23,735	182,612	$ 261,875	$ 1,995,030
Service Class 2
Shares sold	161,165	385,422	$ 1,761,480	$ 4,123,984
Reinvestment of distributions	5,223	15,025	56,628	161,660
Shares redeemed	(120,043)	(325,641)	(1,310,559)	(3,483,171)
Net increase (decrease)	46,345	74,806	$ 507,549	$ 802,473
VIP Freedom 2005
Initial Class
Shares sold	45,504	165,892	$ 519,900	$ 1,831,685
Reinvestment of distributions	4,102	11,966	46,598	135,813
Shares redeemed	(29,783)	(114,913)	(339,312)	(1,264,764)
Net increase (decrease)	19,823	62,945	$ 227,186	$ 702,734
Service Class
Shares sold	25,216	117,100	$ 286,652	$ 1,267,819
Reinvestment of distributions	216	139	2,479	1,583
Shares redeemed	(10,080)	(123,064)	(115,430)	(1,382,013)
Net increase (decrease)	15,352	(5,825)	$ 173,701	$ (112,611)
Service Class 2
Shares sold	516	6,220	$ 5,894	$ 67,155
Reinvestment of distributions	59	146	669	1,655
Shares redeemed	(3,226)	(21,164)	(36,720)	(226,414)
Net increase (decrease)	(2,651)	(14,798)	$ (30,157)	$ (157,604)
VIP Freedom 2010
Initial Class
Shares sold	474,258	1,986,285	$ 5,828,635	$ 23,305,406
Reinvestment of distributions	44,352	92,885	541,106	1,122,892
Shares redeemed	(541,813)	(924,715)	(6,679,621)	(10,962,841)
Net increase (decrease)	(23,203)	1,154,455	$ (309,880)	$ 13,465,457
Service Class
Shares sold	191,078	699,448	$ 2,348,588	$ 8,320,948
Reinvestment of distributions	26,464	60,386	322,600	724,788
Shares redeemed	(302,115)	(695,038)	(3,711,732)	(8,178,280)
Net increase (decrease)	(84,573)	64,796	$ (1,040,544)	$ 867,456
Service Class 2
Shares sold	1,090,236	2,966,063	$ 13,337,754	$ 34,666,277
Reinvestment of distributions	213,483	432,321	2,591,685	5,167,819
Shares redeemed	(729,668)	(1,376,502)	(8,971,239)	(16,195,075)
Net increase (decrease)	574,051	2,021,882	$ 6,958,200	$ 23,639,021

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom 2015
Initial Class
Shares sold	212,995	568,689	$ 2,637,516	$ 6,775,424
Reinvestment of distributions	41,911	105,400	515,924	1,270,971
Shares redeemed	(402,453)	(618,401)	(5,004,402)	(7,345,257)
Net increase (decrease)	(147,547)	55,688	$ (1,850,962)	$ 701,138
Service Class
Shares sold	235,933	452,049	$ 2,964,320	$ 5,363,465
Reinvestment of distributions	10,885	25,438	133,772	307,389
Shares redeemed	(142,868)	(199,353)	(1,778,251)	(2,365,023)
Net increase (decrease)	103,950	278,134	$ 1,319,841	$ 3,305,831
Service Class 2
Shares sold	651,146	970,192	$ 8,072,376	$ 11,406,266
Reinvestment of distributions	66,023	154,189	808,785	1,844,062
Shares redeemed	(589,795)	(1,485,035)	(7,292,647)	(17,526,430)
Net increase (decrease)	127,374	(360,654)	$ 1,588,514	$ (4,276,102)
VIP Freedom 2020
Initial Class
Shares sold	1,149,720	3,463,224	$ 14,530,565	$ 40,977,645
Reinvestment of distributions	91,666	205,810	1,144,002	2,535,752
Shares redeemed	(841,222)	(1,609,325)	(10,565,310)	(19,417,224)
Net increase (decrease)	400,164	2,059,709	$ 5,109,257	$ 24,096,173
Service Class
Shares sold	631,860	1,831,801	$ 7,968,302	$ 22,308,623
Reinvestment of distributions	68,218	146,856	850,008	1,802,358
Shares redeemed	(709,504)	(834,633)	(8,952,551)	(10,018,305)
Net increase (decrease)	(9,426)	1,144,024	$ (134,241)	$ 14,092,676
Service Class 2
Shares sold	1,227,303	2,691,292	$ 15,388,527	$ 31,848,028
Reinvestment of distributions	602,195	1,327,096	7,473,242	16,146,994
Shares redeemed	(2,197,105)	(4,169,480)	(27,533,880)	(49,822,706)
Net increase (decrease)	(367,607)	(151,092)	$ (4,672,111)	$ (1,827,684)
VIP Freedom 2025
Initial Class
Shares sold	217,903	533,264	$ 2,840,029	$ 6,515,651
Reinvestment of distributions	22,797	60,269	293,167	758,788
Shares redeemed	(139,889)	(292,668)	(1,824,525)	(3,548,920)
Net increase (decrease)	100,811	300,865	$ 1,308,671	$ 3,725,519
Service Class
Shares sold	549,174	690,373	$ 7,151,434	$ 8,333,071
Reinvestment of distributions	20,502	53,856	263,045	677,358
Shares redeemed	(167,296)	(545,603)	(2,190,111)	(6,597,340)
Net increase (decrease)	402,380	198,626	$ 5,224,368	$ 2,413,089
Service Class 2
Shares sold	658,528	1,520,235	$ 8,497,320	$ 18,315,316
Reinvestment of distributions	43,571	108,504	556,843	1,357,040
Shares redeemed	(927,193)	(1,004,998)	(11,917,914)	(12,141,138)
Net increase (decrease)	(225,094)	623,741	$ (2,863,751)	$ 7,531,218

Semiannual Report

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom 2030
Initial Class
Shares sold	779,510	2,155,912	$ 10,077,316	$ 25,300,188
Reinvestment of distributions	61,665	139,570	780,683	1,738,223
Shares redeemed	(534,523)	(893,298)	(6,806,003)	(10,673,085)
Net increase (decrease)	306,652	1,402,184	$ 4,051,996	$ 16,365,326
Service Class
Shares sold	400,770	1,172,540	$ 5,105,455	$ 14,126,268
Reinvestment of distributions	46,542	101,713	588,296	1,260,559
Shares redeemed	(326,989)	(591,435)	(4,172,450)	(6,983,113)
Net increase (decrease)	120,323	682,818	$ 1,521,301	$ 8,403,714
Service Class 2
Shares sold	1,065,325	2,956,366	$ 13,641,107	$ 34,718,018
Reinvestment of distributions	130,715	280,405	1,647,004	3,452,592
Shares redeemed	(1,049,594)	(1,630,902)	(13,375,737)	(19,428,221)
Net increase (decrease)	146,446	1,605,869	$ 1,912,374	$ 18,742,389
VIP Freedom 2035
Initial Class
Shares sold	15,012	47,066	$ 287,370	$ 891,578
Reinvestment of distributions	384	1,196	7,287	22,687
Shares redeemed	(42,126)	(1,381)	(813,184)	(25,376)
Net increase (decrease)	(26,730)	46,881	$ (518,527)	$ 888,889
Service Class
Shares sold	36,143	8,593	$ 681,807	$ 160,540
Reinvestment of distributions	132	348	2,503	6,539
Shares redeemed	(2,115)	(491)	(40,676)	(9,338)
Net increase (decrease)	34,160	8,450	$ 643,634	$ 157,741
Service Class 2
Shares sold	306,948	199,956	$ 5,873,230	$ 3,604,089
Reinvestment of distributions	2,675	4,955	50,529	93,283
Shares redeemed	(38,855)	(24,585)	(731,009)	(425,031)
Net increase (decrease)	270,768	180,326	$ 5,192,750	$ 3,272,341
VIP Freedom 2040
Initial Class
Shares sold	243,364	435,007	$ 4,507,634	$ 7,354,319
Reinvestment of distributions	5,867	12,798	106,430	230,747
Shares redeemed	(58,467)	(112,620)	(1,064,450)	(1,962,464)
Net increase (decrease)	190,764	335,185	$ 3,549,614	$ 5,622,602
Service Class
Shares sold	159,522	294,776	$ 2,936,672	$ 5,055,998
Reinvestment of distributions	4,752	11,747	86,102	210,488
Shares redeemed	(55,517)	(117,657)	(1,012,629)	(1,988,868)
Net increase (decrease)	108,757	188,866	$ 2,010,145	$ 3,277,618
Service Class 2
Shares sold	184,118	136,223	$ 3,351,813	$ 2,328,951
Reinvestment of distributions	1,808	3,242	32,682	58,447
Shares redeemed	(25,324)	(24,335)	(457,149)	(407,521)
Net increase (decrease)	160,602	115,130	$ 2,927,346	$ 1,979,877

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
VIP Freedom 2045
Initial Class
Shares sold	8,574	6,906	$ 156,107	$ 122,766
Reinvestment of distributions	114	392	2,056	7,000
Shares redeemed	(9,294)	(1,526)	(165,952)	(26,776)
Net increase (decrease)	(606)	5,772	$ (7,789)	$ 102,990
Service Class
Shares sold	520	3,786	$ 9,475	$ 63,342
Reinvestment of distributions	93	252	1,675	4,467
Shares redeemed	(852)	(3,755)	(15,277)	(64,325)
Net increase (decrease)	(239)	283	$ (4,127)	$ 3,484
Service Class 2
Shares sold	192,055	128,955	$ 3,489,129	$ 2,192,890
Reinvestment of distributions	1,639	3,277	29,377	58,691
Shares redeemed	(31,540)	(27,505)	(568,111)	(457,919)
Net increase (decrease)	162,154	104,727	$ 2,950,395	$ 1,793,662
VIP Freedom 2050
Initial Class
Shares sold	21,808	31,847	$ 361,490	$ 481,158
Reinvestment of distributions	547	1,205	8,947	19,530
Shares redeemed	(9,537)	(12,779)	(158,884)	(195,189)
Net increase (decrease)	12,818	20,273	$ 211,553	$ 305,499
Service Class
Shares sold	14,053	130,257	$ 232,296	$ 2,105,119
Reinvestment of distributions	1,075	2,422	17,577	39,545
Shares redeemed	(15,285)	(54,776)	(250,029)	(856,642)
Net increase (decrease)	(157)	77,903	$ (156)	$ 1,288,022
Service Class 2
Shares sold	208,392	85,642	$ 3,430,853	$ 1,291,392
Reinvestment of distributions	1,417	2,070	23,122	33,569
Shares redeemed	(8,947)	(15,920)	(152,269)	(248,220)
Net increase (decrease)	200,862	71,792	$ 3,301,706	$ 1,076,741

8. Other.

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

The Funds do not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Funds within their principal investment strategies may represent a significant portion of the Underlying Fund's net assets. At the end of the period, the following VIP Freedom Portfolios were the owners of record of 10% or more of the total outstanding shares of the Underlying Funds.

Fund	VIP Freedom 2020
VIP Emerging Markets Portfolio	20%
VIP Value Portfolio	16%

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	45%
VIP Value Portfolio	36%

Semiannual Report

8. Other - continued

In addition, at the end of the period, the investment adviser 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	53	1	13
VIP Freedom 2005	94	-	-
VIP Freedom 2010	-	1	77
VIP Freedom 2015	29	2	31
VIP Freedom 2020	-	1	73
VIP Freedom 2025	19	3	60
VIP Freedom 2030	-	3	69
VIP Freedom 2035	-	2	77
VIP Freedom 2040	-	3	83
VIP Freedom 2045	-	2	89
VIP Freedom 2050	-	3	85

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFF2K-SANN-0814
1.819548.110

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio ^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP Freedom Lifetime Income I	.00%
Actual		$ 1,000.00	$ 1,039.80	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
VIP Freedom Lifetime Income II	.00%
Actual		$ 1,000.00	$ 1,043.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00
VIP Freedom Lifetime Income III	.00%
Actual		$ 1,000.00	$ 1,050.30	$ .00
Hypothetical^A		$ 1,000.00	$ 1,024.79	$ .00

^A 5% return per year before expenses

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

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

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	4.1	4.7
VIP Equity-Income Portfolio Investor Class	4.3	4.7
VIP Growth & Income Portfolio Investor Class	4.9	5.5
VIP Growth Portfolio Investor Class	4.2	4.8
VIP Mid Cap Portfolio Investor Class	1.3	1.4
VIP Value Portfolio Investor Class	3.2	3.5
VIP Value Strategies Portfolio Investor Class	1.6	1.8
	23.6	26.4
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	6.8	7.5
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	1.8	1.9
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.0	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	47.9	44.4
Short-Term Funds
VIP Money Market Portfolio Investor Class	14.9	14.8
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	23.6%
	Developed International Equity Funds	6.8%
	Emerging Markets Equity Funds	1.8%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	47.9%
	Short-Term Funds	14.9%

fli315789

Six months ago
	Domestic Equity Funds	26.4%
	Developed International Equity Funds	7.5%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	44.4%
	Short-Term Funds	14.8%

fli315797

Expected
	Domestic Equity Funds	21.3%
	Developed International Equity Funds	6.2%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	50.9%
	Short-Term Funds	15.0%

fli315805

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, 2013. The period end allocation is based on the fund's holdings as of June 30, 2014. The expected allocation represents the fund's anticipated allocation at December 31, 2014.

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 23.6%
	Shares		Value
Domestic Equity Funds - 23.6%
VIP Contrafund Portfolio Investor Class (b)	15,037		$ 548,833
VIP Equity-Income Portfolio Investor Class (b)	23,130		576,869
VIP Growth & Income Portfolio Investor Class (b)	32,274		655,156
VIP Growth Portfolio Investor Class (b)	9,091		563,010
VIP Mid Cap Portfolio Investor Class (b)	4,419		165,613
VIP Value Portfolio Investor Class (b)	26,480		426,589
VIP Value Strategies Portfolio Investor Class (b)	14,110		214,193
TOTAL DOMESTIC EQUITY FUNDS (Cost $2,462,384)		3,150,263
International Equity Funds - 8.6%

Developed International Equity Funds - 6.8%
VIP Overseas Portfolio Investor Class R (b)	44,358		904,911
Emerging Markets Equity Funds - 1.8%
VIP Emerging Markets Portfolio Investor Class R (b)	24,783		237,172
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,120,200)		1,142,083
Bond Funds - 52.9%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Investor Class (b)	110,479		$ 669,501
Investment Grade Bond Funds - 47.9%
VIP Investment Grade Bond Portfolio Investor Class (b)	497,883		6,387,843
TOTAL BOND FUNDS (Cost $7,013,845)		7,057,344
Short-Term Funds - 14.9%

VIP Money Market Portfolio Investor Class 0.01% (a)(b) (Cost $1,983,086)	1,983,086		1,983,086
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $12,579,515)			13,332,776
NET OTHER ASSETS (LIABILITIES) - 0.0%			(1)
NET ASSETS - 100%		$ 13,332,775

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Investor Class	$ 603,956	$ 24,146	$ 115,214	$ -	$ 548,833
VIP Emerging Markets Portfolio Investor Class R	251,964	10,162	40,120	-	237,172
VIP Equity-Income Portfolio Investor Class	611,387	27,515	104,383	-	576,869
VIP Growth & Income Portfolio Investor Class	710,091	29,118	125,136	-	655,156
VIP Growth Portfolio Investor Class	625,868	24,965	136,668	-	563,010
VIP High Income Portfolio Investor Class	645,915	28,594	35,932	-	669,501
VIP Investment Grade Bond Portfolio Investor Class	5,775,152	621,570	255,157	-	6,387,843
VIP Mid Cap Portfolio Investor Class	184,619	9,705	34,455	-	165,613
VIP Money Market Portfolio Investor Class	1,922,420	138,103	77,437	95	1,983,086
VIP Overseas Portfolio Investor Class R	971,422	40,305	97,498	-	904,911
VIP Value Portfolio Investor Class	458,793	23,877	82,168	-	426,589
VIP Value Strategies Portfolio Investor Class	229,838	9,084	37,400	-	214,193
Total	$ 12,991,425	$ 987,144	$ 1,141,568	$ 95	$ 13,332,776

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, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $12,579,515) - See accompanying schedule		$ 13,332,776
Receivable for investments sold		658
Total assets		13,333,434

Liabilities
Payable for fund shares redeemed		659

Net Assets		$ 13,332,775
Net Assets consist of:
Paid in capital		$ 12,562,666
Undistributed net investment income		95
Accumulated undistributed net realized gain (loss) on investments		16,753
Net unrealized appreciation (depreciation) on investments		753,261
Net Assets, for 1,194,700 shares outstanding		$ 13,332,775
Net Asset Value, offering price and redemption price per share ($13,332,775 ÷ 1,194,700 shares)		$ 11.16

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 95

Expenses
Independent trustees' compensation	$ 25
Total expenses before reductions	25
Expense reductions	(25)	0
Net investment income (loss)		95
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	47,783
Capital gain distributions from underlying funds	12,334
Total net realized gain (loss)		60,117
Change in net unrealized appreciation (depreciation) on underlying funds		447,990
Net gain (loss)		508,107
Net increase (decrease) in net assets resulting from operations		$ 508,202

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, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 95	$ 228,756
Net realized gain (loss)	60,117	324,846
Change in net unrealized appreciation (depreciation)	447,990	636,670
Net increase (decrease) in net assets resulting from operations	508,202	1,190,272
Distributions to shareholders from net investment income	-	(230,800)
Distributions to shareholders from net realized gain	(252,779)	(149,260)
Total distributions	(252,779)	(380,060)
Share transactions Proceeds from sales of shares	571,954	1,418,782
Reinvestment of distributions	252,779	380,060
Cost of shares redeemed	(738,807)	(1,654,250)
Net increase (decrease) in net assets resulting from share transactions	85,926	144,592
Total increase (decrease) in net assets	341,349	954,804

Net Assets
Beginning of period	12,991,426	12,036,622
End of period (including undistributed net investment income of $95 and $0, respectively)	$ 13,332,775	$ 12,991,426
Other Information Shares
Sold	52,592	132,500
Issued in reinvestment of distributions	23,384	35,198
Redeemed	(67,401)	(154,296)
Net increase (decrease)	8,575	13,402

Financial Highlights

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.95	$ 10.26	$ 9.65	$ 9.88	$ 9.13	$ 7.81
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.19	.20	.22	.21	.36
Net realized and unrealized gain (loss)	.43	.83	.80	(.17)	.87	1.40
Total from investment operations	.43	1.02	1.00	.05	1.08	1.76
Distributions from net investment income	-	(.20)	(.20)	(.21)	(.22)	(.36)
Distributions from net realized gain	(.22)	(.13)	(.19)	(.06)	(.11)	(.08)
Total distributions	(.22)	(.33)	(.39)	(.28) ^J	(.33)	(.44)
Net asset value, end of period	$ 11.16	$ 10.95	$ 10.26	$ 9.65	$ 9.88	$ 9.13
Total Return^{B, C, D}	3.98%	9.96%	10.42%	.48%	11.84%	22.76%
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)	.00% ^{A, G}	1.81%	1.97%	2.25%	2.26%	4.28%
Supplemental Data
Net assets, end of period (000 omitted)	$ 13,333	$ 12,991	$ 12,037	$ 10,747	$ 10,345	$ 8,773
Portfolio turnover rate ^F	15% ^A	22%	19%	17%	26%	20%

^A Annualized

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

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

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

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

^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 underlying funds 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 $.064 per share.

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

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	5.8	6.1
VIP Equity-Income Portfolio Investor Class	6.1	6.1
VIP Growth & Income Portfolio Investor Class	7.0	7.2
VIP Growth Portfolio Investor Class	5.9	6.4
VIP Mid Cap Portfolio Investor Class	1.7	1.8
VIP Value Portfolio Investor Class	4.5	4.6
VIP Value Strategies Portfolio Investor Class	2.2	2.3
	33.2	34.5
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	2.5	2.5
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.0	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	39.8	38.5
Short-Term Funds
VIP Money Market Portfolio Investor Class	9.9	9.6
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	33.2%
	Developed International Equity Funds	9.6%
	Emerging Markets Equity Funds	2.5%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	39.8%
	Short-Term Funds	9.9%

fli315813

Six months ago
	Domestic Equity Funds	34.5%
	Developed International Equity Funds	9.9%
	Emerging Markets Equity Funds	2.5%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	38.5%
	Short-Term Funds	9.6%

fli315821

Expected
	Domestic Equity Funds	33.1%
	Developed International Equity Funds	9.6%
	Emerging Markets Equity Funds	2.5%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	39.8%
	Short-Term Funds	10.0%

fli315829

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 33.2%
	Shares		Value
Domestic Equity Funds - 33.2%
VIP Contrafund Portfolio Investor Class (b)	40,664		$ 1,484,243
VIP Equity-Income Portfolio Investor Class (b)	62,553		1,560,064
VIP Growth & Income Portfolio Investor Class (b)	87,716		1,780,628
VIP Growth Portfolio Investor Class (b)	24,534		1,519,370
VIP Mid Cap Portfolio Investor Class (b)	11,665		437,198
VIP Value Portfolio Investor Class (b)	71,036		1,144,392
VIP Value Strategies Portfolio Investor Class (b)	36,878		559,809
TOTAL DOMESTIC EQUITY FUNDS (Cost $6,799,920)		8,485,704
International Equity Funds - 12.1%

Developed International Equity Funds - 9.6%
VIP Overseas Portfolio Investor Class R (b)	121,032		2,469,063
Emerging Markets Equity Funds - 2.5%
VIP Emerging Markets Portfolio Investor Class R (b)	65,733		629,063
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $3,054,412)		3,098,126
Bond Funds - 44.8%
	Shares		Value
High Yield Bond Funds - 5.0%
VIP High Income Portfolio Investor Class (b)	211,068		$ 1,279,070
Investment Grade Bond Funds - 39.8%
VIP Investment Grade Bond Portfolio Investor Class (b)	793,590		10,181,755
TOTAL BOND FUNDS (Cost $11,355,514)		11,460,825
Short-Term Funds - 9.9%

VIP Money Market Portfolio Investor Class 0.01% (a)(b) (Cost $2,523,129)	2,523,129		2,523,129
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $23,732,975)			25,567,784
NET OTHER ASSETS (LIABILITIES) - 0.0%			1
NET ASSETS - 100%		$ 25,567,785

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Investor Class	$ 1,403,825	$ 132,519	$ 146,315	$ -	$ 1,484,243
VIP Emerging Markets Portfolio Investor Class R	572,025	51,625	34,514	-	629,063
VIP Equity-Income Portfolio Investor Class	1,414,953	142,408	106,268	-	1,560,064
VIP Growth & Income Portfolio Investor Class	1,654,034	157,926	138,724	-	1,780,628
VIP Growth Portfolio Investor Class	1,469,901	164,975	242,718	-	1,519,370
VIP High Income Portfolio Investor Class	1,147,848	144,158	69,788	-	1,279,070
VIP Investment Grade Bond Portfolio Investor Class	8,895,556	1,534,386	630,603	-	10,181,755
VIP Mid Cap Portfolio Investor Class	426,151	47,663	52,288	-	437,198
VIP Money Market Portfolio Investor Class	2,201,020	445,595	123,486	114	2,523,129
VIP Overseas Portfolio Investor Class R	2,290,233	324,356	129,205	-	2,469,063
VIP Value Portfolio Investor Class	1,064,594	104,799	92,873	-	1,144,392
VIP Value Strategies Portfolio Investor Class	530,701	39,288	42,936	-	559,809
Total	$ 23,070,841	$ 3,289,698	$ 1,809,718	$ 114	$ 25,567,784

Other Information

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

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $23,732,975) - See accompanying schedule		$ 25,567,784
Cash		2
Receivable for investments sold		1,262
Total assets		25,569,048

Liabilities
Payable for fund shares redeemed		1,263

Net Assets		$ 25,567,785
Net Assets consist of:
Paid in capital		$ 23,961,605
Undistributed net investment income		114
Accumulated undistributed net realized gain (loss) on investments		(228,743)
Net unrealized appreciation (depreciation) on investments		1,834,809
Net Assets, for 2,142,539 shares outstanding		$ 25,567,785
Net Asset Value, offering price and redemption price per share ($25,567,785 ÷ 2,142,539 shares)		$ 11.93

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 114

Expenses
Independent trustees' compensation	$ 45
Total expenses before reductions	45
Expense reductions	(45)	0
Net investment income (loss)		114
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(13,375)
Capital gain distributions from underlying funds	28,989
Total net realized gain (loss)		15,614
Change in net unrealized appreciation (depreciation) on underlying funds		1,030,338
Net gain (loss)		1,045,952
Net increase (decrease) in net assets resulting from operations		$ 1,046,066

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, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 114	$ 401,864
Net realized gain (loss)	15,614	498,350
Change in net unrealized appreciation (depreciation)	1,030,338	1,700,609
Net increase (decrease) in net assets resulting from operations	1,046,066	2,600,823
Distributions to shareholders from net investment income	-	(405,910)
Distributions to shareholders from net realized gain	-	(88,661)
Total distributions	-	(494,571)
Share transactions Proceeds from sales of shares	2,889,304	2,232,231
Reinvestment of distributions	-	494,571
Cost of shares redeemed	(1,438,427)	(1,483,988)
Net increase (decrease) in net assets resulting from share transactions	1,450,877	1,242,814
Total increase (decrease) in net assets	2,496,943	3,349,066

Net Assets
Beginning of period	23,070,842	19,721,776
End of period (including undistributed net investment income of $114 and $0, respectively)	$ 25,567,785	$ 23,070,842
Other Information Shares
Sold	248,922	205,615
Issued in reinvestment of distributions	-	43,409
Redeemed	(124,425)	(134,692)
Net increase (decrease)	124,497	114,332

Financial Highlights

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.43	$ 10.36	$ 9.55	$ 9.79	$ 8.90	$ 7.42
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.20	.21	.23	.21	.34
Net realized and unrealized gain (loss)	.50	1.12	.90	(.21)	.95	1.59
Total from investment operations	.50	1.32	1.11	.02	1.16	1.93
Distributions from net investment income	-	(.21)	(.21)	(.22)	(.22)	(.36)
Distributions from net realized gain	-	(.05)	(.09)	(.04)	(.05)	(.09)
Total distributions	-	(.25) ^J	(.30)	(.26)	(.27)	(.45)
Net asset value, end of period	$ 11.93	$ 11.43	$ 10.36	$ 9.55	$ 9.79	$ 8.90
Total Return^{B, C, D}	4.37%	12.76%	11.60%	.25%	12.99%	26.44%
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)	.00% ^{A, G}	1.86%	2.06%	2.33%	2.22%	4.25%
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,568	$ 23,071	$ 19,722	$ 16,594	$ 14,637	$ 14,172
Portfolio turnover rate ^F	15% ^A	13%	25%	12%	23%	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 Amount represents less than .01%.

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

^J Total distributions of $.25 per share is comprised of distributions from net investment income of $.206 and distributions from net realized gain of $.045 per share.

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

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	8.7	9.0
VIP Equity-Income Portfolio Investor Class	9.2	9.1
VIP Growth & Income Portfolio Investor Class	10.4	10.7
VIP Growth Portfolio Investor Class	9.0	9.4
VIP Mid Cap Portfolio Investor Class	2.5	2.7
VIP Value Portfolio Investor Class	6.7	6.9
VIP Value Strategies Portfolio Investor Class	3.3	3.4
	49.8	51.2
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	14.5	14.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	3.7	3.8
High Yield Bond Funds
VIP High Income Portfolio Investor Class	7.4	7.3
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	24.1	22.7
Short-Term Funds
VIP Money Market Portfolio Investor Class	0.5	0.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%.

Asset Allocation (% of fund's net assets)
Period end
	Domestic Equity Funds	49.8%
	Developed International Equity Funds	14.5%
	Emerging Markets Equity Funds	3.7%
	High Yield Bond Funds	7.4%
	Investment Grade Bond Funds	24.1%
	Short-Term Funds	0.5%

fli315837

Six months ago
	Domestic Equity Funds	51.2%
	Developed International Equity Funds	14.7%
	Emerging Markets Equity Funds	3.8%
	High Yield Bond Funds	7.3%
	Investment Grade Bond Funds	22.7%
	Short-Term Funds	0.3%

fli315845

Expected
	Domestic Equity Funds	49.2%
	Developed International Equity Funds	14.3%
	Emerging Markets Equity Funds	3.6%
	High Yield Bond Funds	7.4%
	Investment Grade Bond Funds	24.8%
	Short-Term Funds	0.7%

fli315853

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 49.8%
	Shares		Value
Domestic Equity Funds - 49.8%
VIP Contrafund Portfolio Investor Class (b)	35,858		$ 1,308,815
VIP Equity-Income Portfolio Investor Class (b)	55,192		1,376,489
VIP Growth & Income Portfolio Investor Class (b)	77,307		1,569,331
VIP Growth Portfolio Investor Class (b)	21,758		1,347,478
VIP Mid Cap Portfolio Investor Class (b)	10,199		382,264
VIP Value Portfolio Investor Class (b)	62,680		1,009,777
VIP Value Strategies Portfolio Investor Class (b)	32,501		493,372
TOTAL DOMESTIC EQUITY FUNDS (Cost $6,117,623)		7,487,526
International Equity Funds - 18.2%

Developed International Equity Funds - 14.5%
VIP Overseas Portfolio Investor Class R (b)	106,948		2,181,738
Emerging Markets Equity Funds - 3.7%
VIP Emerging Markets Portfolio Investor Class R (b)	58,103		556,049
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,581,132)		2,737,787
Bond Funds - 31.5%
	Shares		Value
High Yield Bond Funds - 7.4%
VIP High Income Portfolio Investor Class (b)	184,162		$ 1,116,020
Investment Grade Bond Funds - 24.1%
VIP Investment Grade Bond Portfolio Investor Class (b)	282,536		3,624,932
TOTAL BOND FUNDS (Cost $4,693,766)		4,740,952
Short-Term Funds - 0.5%

VIP Money Market Portfolio Investor Class 0.01% (a)(b) (Cost $67,202)	67,202		67,202
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $13,459,723)			15,033,467
NET OTHER ASSETS (LIABILITIES) - 0.0%			(1)
NET ASSETS - 100%		$ 15,033,466

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
VIP Contrafund Portfolio Investor Class	$ 1,144,394	$ 211,784	$ 126,757	$ -	$ 1,308,815
VIP Emerging Markets Portfolio Investor Class R	475,711	87,455	40,642	-	556,049
VIP Equity-Income Portfolio Investor Class	1,159,079	233,980	108,792	-	1,376,489
VIP Growth & Income Portfolio Investor Class	1,351,539	251,844	124,340	-	1,569,331
VIP Growth Portfolio Investor Class	1,195,187	241,876	196,836	-	1,347,478
VIP High Income Portfolio Investor Class	924,700	215,908	71,982	-	1,116,020
VIP Investment Grade Bond Portfolio Investor Class	2,869,576	888,421	263,362	-	3,624,932
VIP Mid Cap Portfolio Investor Class	343,155	70,091	43,842	-	382,264
VIP Money Market Portfolio Investor Class	34,017	36,147	2,962	2	67,202
VIP Overseas Portfolio Investor Class R	1,866,281	460,291	130,723	-	2,181,738
VIP Value Portfolio Investor Class	868,158	175,722	91,153	-	1,009,777
VIP Value Strategies Portfolio Investor Class	429,477	74,865	38,417	-	493,372
Total	$ 12,661,274	$ 2,948,384	$ 1,239,808	$ 2	$ 15,033,467

Other Information

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

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $13,459,723) - See accompanying schedule		$ 15,033,467
Receivable for investments sold		743
Total assets		15,034,210

Liabilities
Payable for fund shares redeemed		744

Net Assets		$ 15,033,466
Net Assets consist of:
Paid in capital		$ 13,521,028
Undistributed net investment income		2
Accumulated undistributed net realized gain (loss) on investments		(61,308)
Net unrealized appreciation (depreciation) on investments		1,573,744
Net Assets, for 1,234,909 shares outstanding		$ 15,033,466
Net Asset Value, offering price and redemption price per share ($15,033,466 ÷ 1,234,909 shares)		$ 12.17

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 2

Expenses
Independent trustees' compensation	$ 25
Total expenses before reductions	25
Expense reductions	(25)	0
Net investment income (loss)		2
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(28,872)
Capital gain distributions from underlying funds	22,302
Total net realized gain (loss)		(6,570)
Change in net unrealized appreciation (depreciation) on underlying funds		692,488
Net gain (loss)		685,918
Net increase (decrease) in net assets resulting from operations		$ 685,920

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, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2	$ 204,562
Net realized gain (loss)	(6,570)	251,316
Change in net unrealized appreciation (depreciation)	692,488	1,370,475
Net increase (decrease) in net assets resulting from operations	685,920	1,826,353
Distributions to shareholders from net investment income	-	(206,323)
Distributions to shareholders from net realized gain	(169,660)	(90,884)
Total distributions	(169,660)	(297,207)
Share transactions Proceeds from sales of shares	2,711,518	3,863,570
Reinvestment of distributions	169,660	297,207
Cost of shares redeemed	(1,025,246)	(1,347,649)
Net increase (decrease) in net assets resulting from share transactions	1,855,932	2,813,128
Total increase (decrease) in net assets	2,372,192	4,342,274

Net Assets
Beginning of period	12,661,274	8,319,000
End of period (including undistributed net investment income of $2 and $0, respectively)	$ 15,033,466	$ 12,661,274
Other Information Shares
Sold	229,308	344,361
Issued in reinvestment of distributions	14,601	25,618
Redeemed	(87,669)	(123,719)
Net increase (decrease)	156,240	246,260

Financial Highlights

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.74	$ 9.99	$ 8.92	$ 9.37	$ 8.28	$ 6.72
Income from Investment Operations
Net investment income (loss) ^E	- ^I	.23	.23	.20	.18	.24
Net realized and unrealized gain (loss)	.58	1.81	1.12	(.42)	1.14	1.76
Total from investment operations	.58	2.04	1.35	(.22)	1.32	2.00
Distributions from net investment income	-	(.20)	(.22)	(.20)	(.19)	(.26)
Distributions from net realized gain	(.15)	(.09)	(.07)	(.03)	(.04)	(.18)
Total distributions	(.15)	(.29)	(.28) ^J	(.23)	(.23)	(.44)
Net asset value, end of period	$ 12.17	$ 11.74	$ 9.99	$ 8.92	$ 9.37	$ 8.28
Total Return^{B, C, D}	5.03%	20.43%	15.20%	(2.36) %	15.98%	30.34%
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)	.00% ^{A, G}	2.07%	2.34%	2.13%	2.03%	3.33%
Supplemental Data
Net assets, end of period (000 omitted)	$ 15,033	$ 12,661	$ 8,319	$ 6,824	$ 6,741	$ 6,630
Portfolio turnover rate ^F	18% ^A	19%	20%	16%	20%	10%

^A Annualized

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

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

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

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

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

^G Amount represents less than .01%.

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

^J Total distributions of $.28 per share is comprised of distributions from net investment income of $.218 and distributions from net realized gain of $.065 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014 (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 Trust). The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, bond, and short-term funds (the Underlying Funds) managed by Fidelity Management & Research Company (FMR). Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts.

2. Significant Accounting Policies.

Level 1 - quoted prices in active markets for identical investments

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

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

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. Although not included in each Fund's expenses, each Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities and other investments
VIP Freedom Lifetime Income I	$ 12,620,425	$ 876,994	$ (164,643)	$ 712,351
VIP Freedom Lifetime Income II	23,889,693	2,048,295	(370,204)	1,678,091
VIP Freedom Lifetime Income III	13,557,581	1,645,396	(169,510)	1,475,886

Semiannual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

	Fiscal year of expiration
VIP Freedom Lifetime Income II	$ (129,150)

3. Purchases and Redemptions of Underlying Fund Shares.

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

	Purchases ($)	Redemptions ($)
VIP Freedom Lifetime Income I	987,144	1,141,568
VIP Freedom Lifetime Income II	3,289,698	1,809,718
VIP Freedom Lifetime Income III	2,948,384	1,239,808

4. Fees and Other Transactions with Affiliates.

Other Transactions. The investment adviser 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 compensation of the independent Trustees and certain other expenses such as interest expense. FMR also contracts with other Fidelity companies to perform the services necessary for the operation of each Fund. The Funds do not pay any fees for these services.

5. Expense Reductions.

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

The following Funds were in reimbursement during the period:

	Expense Limitations	Reimbursement
VIP Freedom Lifetime Income I	.00%	$ 25
VIP Freedom Lifetime Income II	.00%	$ 45
VIP Freedom Lifetime Income III	.00%	$ 25

6. Other.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Administrator

Fidelity Management & Research Company
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFLI-SANN-0814
1.816202.108

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
VIP FundsManager® 20% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 50% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 60% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 70% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager® 85% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Notes	(Click Here)	Notes to the financial statements.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP FundsManager 20% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,032.10	$ 1.01
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,031.30	$ 1.76
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,032.20	$ 1.01
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 50% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,044.10	$ 1.01
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,043.40	$ 1.77
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,044.10	$ 1.01
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
VIP FundsManager 60% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,047.70	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,046.90	$ 1.78
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,047.70	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 70% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,050.00	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,049.20	$ 1.78
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,049.10	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
VIP FundsManager 85% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 1,049.70	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,049.00	$ 1.78
Hypothetical^A		$ 1,000.00	$ 1,023.06	$ 1.76
Investor Class	.20%
Actual		$ 1,000.00	$ 1,050.50	$ 1.02
Hypothetical^A		$ 1,000.00	$ 1,023.80	$ 1.00

^A 5% return per year before expenses

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

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

Semiannual Report

VIP FundsManager 20% Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity Air Transportation Portfolio	0.1	0.1
Fidelity Automotive Portfolio	0.2	0.2
Fidelity Banking Portfolio	0.5	0.4
Fidelity Biotechnology Portfolio	0.0*	0.0*
Fidelity Blue Chip Growth Fund	0.2	0.1
Fidelity Blue Chip Value Fund	0.1	0.0
Fidelity Brokerage and Investment Management Portfolio	0.6	1.1
Fidelity Capital Appreciation Fund	0.0*	0.3
Fidelity Chemicals Portfolio	0.7	0.2
Fidelity Communications Equipment Portfolio	0.3	0.3
Fidelity Computers Portfolio	0.3	0.2
Fidelity Construction and Housing Portfolio	0.0*	0.0*
Fidelity Consumer Discretionary Portfolio	1.0	0.9
Fidelity Consumer Finance Portfolio	0.1	0.3
Fidelity Consumer Staples Portfolio	0.9	0.9
Fidelity Contrafund	0.0*	0.1
Fidelity Defense and Aerospace Portfolio	0.0*	0.0*
Fidelity Disciplined Equity Fund	0.1	0.1
Fidelity Dividend Growth Fund	0.0*	0.0*
Fidelity Electronics Portfolio	0.4	0.1
Fidelity Energy Portfolio	1.4	0.8
Fidelity Energy Service Portfolio	0.4	0.3
Fidelity Environmental and Alternative Energy Portfolio	0.0*	0.0*
Fidelity Equity Dividend Income Fund	0.0*	0.0*
Fidelity Equity-Income Fund	0.2	0.2
Fidelity Financial Services Portfolio	0.9	0.8
Fidelity Fund	0.0*	0.0*
Fidelity Global Commodity Stock Fund	0.0*	0.0*
Fidelity Gold Portfolio	0.0*	0.0*
Fidelity Growth & Income Portfolio	0.0*	0.0*
Fidelity Growth Company Fund	0.0*	0.0*
Fidelity Growth Discovery Fund	0.0*	0.0*
Fidelity Health Care Portfolio	2.0	2.3
Fidelity Independence Fund	0.4	0.1
Fidelity Industrial Equipment Portfolio	0.2	0.5

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Industrials Portfolio	1.4	1.5
Fidelity Insurance Portfolio	0.6	0.7
Fidelity IT Services Portfolio	0.0*	0.4
Fidelity Large Cap Stock Fund	0.4	0.3
Fidelity Leisure Portfolio	0.1	0.1
Fidelity Leveraged Company Stock Fund	0.0*	0.0*
Fidelity Low-Priced Stock Fund	0.0*	0.0*
Fidelity Magellan Fund	0.0*	0.0*
Fidelity Materials Portfolio	0.1	0.1
Fidelity Medical Delivery Portfolio	0.0*	0.0*
Fidelity Medical Equipment and Systems Portfolio	0.0*	0.0*
Fidelity Mega Cap Stock Fund	0.1	0.2
Fidelity Mid-Cap Stock Fund	0.0*	0.0*
Fidelity Multimedia Portfolio	0.4	0.4
Fidelity Natural Gas Portfolio	0.0*	0.0*
Fidelity Natural Resources Portfolio	0.0*	0.0*
Fidelity New Millennium Fund	0.3	0.3
Fidelity OTC Portfolio	0.2	0.5
Fidelity Pharmaceuticals Portfolio	0.0*	0.0*
Fidelity Real Estate Investment Portfolio	0.2	0.1
Fidelity Retailing Portfolio	0.1	0.1
Fidelity Series Commodity Strategy Fund	0.0*	0.0*
Fidelity Small Cap Discovery Fund	0.0*	0.3
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*	0.3
Fidelity Software and Computer Services Portfolio	0.3	1.8
Fidelity Stock Selector Large Cap Value Fund	0.0*	0.0*
Fidelity Technology Portfolio	1.6	0.0
Fidelity Telecom and Utilities Fund	0.0*	0.0*
Fidelity Telecommunications Portfolio	0.2	0.2
Fidelity Transportation Portfolio	0.2	0.2
Fidelity Utilities Portfolio	0.2	0.0*
Fidelity Value Discovery Fund	0.0*	0.0
Fidelity Value Fund	0.1	0.0*
Spartan Extended Market Index Fund Investor Class	0.0*	0.0*
Spartan Total Market Index Fund Investor Class	0.0*	0.0*
VIP Energy Portfolio Investor Class	0.4	0.4
VIP Mid Cap Portfolio Investor Class	0.0*	0.0*
	17.9	18.2
Fund Holdings as of June 30, 2014 - continued
	% of fund's net assets	% of fund's net assets 6 months ago
International Equity Funds
Fidelity Canada Fund	0.0*	0.0*
Fidelity China Region Fund	0.1	0.1
Fidelity Diversified International Fund	0.7	1.4
Fidelity Emerging Asia Fund	0.3	0.3
Fidelity Emerging Markets Fund	0.8	0.3
Fidelity Europe Capital Appreciation Fund	0.0	0.1
Fidelity Europe Fund	0.6	0.4
Fidelity International Capital Appreciation Fund	0.5	0.2
Fidelity International Discovery Fund	0.6	2.5
Fidelity International Real Estate Fund	0.0*	0.0*
Fidelity International Small Cap Fund	0.1	0.1
Fidelity International Small Cap Opportunities Fund	0.2	0.3
Fidelity International Value Fund	0.2	0.2
Fidelity Japan Fund	0.0*	0.0*
Fidelity Japan Smaller Companies Fund	0.1	0.2
Fidelity Nordic Fund	0.3	0.2
Fidelity Overseas Fund	1.6	0.0*
Fidelity Pacific Basin Fund	0.2	0.2
Spartan International Index Fund Investor Class	1.2	1.3
	7.5	7.8
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	1.5	1.6
Fidelity Focused High Income Fund	0.1	0.1
Fidelity High Income Fund	1.7	1.6
Fidelity New Markets Income Fund	0.5	0.1
Fidelity Real Estate Income Fund	0.3	0.1
Spartan U.S. Bond Index Fund Investor Class	47.0	46.0
	51.1	49.5
Money Market Funds
Fidelity Institutional Money Market Portfolio Class I	1.8	1.9
Fidelity Institutional Prime Money Market Portfolio Class I	17.3	17.9
Fidelity Select Money Market Portfolio	4.4	4.7
	23.5	24.5
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of June 30, 2014
	Domestic Equity Funds	17.9%
	International Equity Funds	7.5%
	Fixed-Income Funds	51.1%
	Money Market Funds	23.5%

fmm315882

As of December 31, 2013
	Domestic Equity Funds	18.2%
	International Equity Funds	7.8%
	Fixed-Income Funds	49.5%
	Money Market Funds	24.5%

fmm315888

Semiannual Report

VIP FundsManager 20% Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 25.4%
	Shares		Value
Domestic Equity Funds - 17.9%
Fidelity Air Transportation Portfolio (c)	9,563		$ 625,324
Fidelity Automotive Portfolio (c)	26,534		1,438,119
Fidelity Banking Portfolio (c)	151,476		3,973,214
Fidelity Biotechnology Portfolio (c)	123		24,709
Fidelity Blue Chip Growth Fund (c)	16,751		1,137,573
Fidelity Blue Chip Value Fund (c)	60,634		938,608
Fidelity Brokerage and Investment Management Portfolio (c)	56,333		4,115,682
Fidelity Capital Appreciation Fund (c)	1,360		51,229
Fidelity Chemicals Portfolio (c)	32,425		4,957,385
Fidelity Communications Equipment Portfolio (c)	77,689		2,509,365
Fidelity Computers Portfolio (c)	24,183		1,891,832
Fidelity Construction and Housing Portfolio (c)	1,050		56,935
Fidelity Consumer Discretionary Portfolio (c)	219,623		7,032,321
Fidelity Consumer Finance Portfolio (c)	44,364		692,522
Fidelity Consumer Staples Portfolio (c)	68,204		6,334,815
Fidelity Contrafund (c)	263		26,105
Fidelity Defense and Aerospace Portfolio (c)	2,061		240,387
Fidelity Disciplined Equity Fund (c)	12,773		436,956
Fidelity Dividend Growth Fund (c)	544		20,518
Fidelity Electronics Portfolio (c)	33,372		2,598,380
Fidelity Energy Portfolio (c)	163,259		10,073,089
Fidelity Energy Service Portfolio (c)	33,697		3,309,705
Fidelity Environmental and Alternative Energy Portfolio (c)	11,100		268,512
Fidelity Equity Dividend Income Fund (c)	732		19,150
Fidelity Equity-Income Fund (c)	17,386		1,091,522
Fidelity Financial Services Portfolio (c)	81,868		6,898,176
Fidelity Fund (c)	709		32,200
Fidelity Global Commodity Stock Fund (c)	3,802		57,976
Fidelity Gold Portfolio (a)(c)	6,965		163,549
Fidelity Growth & Income Portfolio (c)	112		3,310
Fidelity Growth Company Fund (c)	1,260		159,915
Fidelity Growth Discovery Fund (c)	7,805		180,051
Fidelity Health Care Portfolio (c)	71,034		14,680,683
Fidelity Independence Fund (c)	81,601		3,277,895
Fidelity Industrial Equipment Portfolio (c)	28,321		1,214,989
Fidelity Industrials Portfolio (c)	305,159		10,079,411
Fidelity Insurance Portfolio (c)	64,524		4,298,581
Fidelity IT Services Portfolio (c)	7,282		265,922
Fidelity Large Cap Stock Fund (c)	92,802		2,603,109
Fidelity Leisure Portfolio (c)	4,678		620,661
Fidelity Leveraged Company Stock Fund (c)	197		9,130
Fidelity Low-Priced Stock Fund (c)	1,417		73,539
Fidelity Magellan Fund (c)	438		40,462
Fidelity Materials Portfolio (c)	8,956		789,472
Fidelity Medical Delivery Portfolio (c)	178		13,405

	Shares		Value
Fidelity Medical Equipment and Systems Portfolio (c)	471		$ 17,945
Fidelity Mega Cap Stock Fund (c)	53,337		876,856
Fidelity Mid-Cap Stock Fund (c)	2,367		93,297
Fidelity Multimedia Portfolio (c)	35,558		2,912,198
Fidelity Natural Gas Portfolio (c)	150		6,930
Fidelity Natural Resources Portfolio (c)	902		39,118
Fidelity New Millennium Fund (c)	46,567		1,953,937
Fidelity OTC Portfolio (c)	20,206		1,669,411
Fidelity Pharmaceuticals Portfolio (c)	11,197		234,811
Fidelity Real Estate Investment Portfolio (c)	37,369		1,395,000
Fidelity Retailing Portfolio (c)	9,115		738,403
Fidelity Series Commodity Strategy Fund (a)(c)	1,089		9,206
Fidelity Small Cap Discovery Fund (c)	7,206		224,093
Fidelity Small Cap Growth Fund (c)	10,287		201,427
Fidelity Small Cap Stock Fund (c)	630		12,540
Fidelity Small Cap Value Fund (c)	8,426		175,265
Fidelity Software and Computer Services Portfolio (c)	15,920		1,871,404
Fidelity Stock Selector Large Cap Value Fund (c)	18,431		307,055
Fidelity Technology Portfolio (c)	95,607		11,588,500
Fidelity Telecom and Utilities Fund (c)	5,660		139,461
Fidelity Telecommunications Portfolio (c)	21,204		1,302,153
Fidelity Transportation Portfolio (c)	19,339		1,607,439
Fidelity Utilities Portfolio (c)	22,226		1,728,310
Fidelity Value Discovery Fund (c)	13,128		309,292
Fidelity Value Fund (c)	9,166		1,037,589
Spartan Extended Market Index Fund Investor Class (c)	298		16,632
Spartan Total Market Index Fund Investor Class (c)	3,513		202,699
VIP Energy Portfolio Investor Class (c)	108,256		2,972,703
VIP Mid Cap Portfolio Investor Class (c)	101		3,778
TOTAL DOMESTIC EQUITY FUNDS			132,973,845
International Equity Funds - 7.5%
Fidelity Canada Fund (c)	436		28,081
Fidelity China Region Fund (c)	15,197		513,652
Fidelity Diversified International Fund (c)	131,646		5,007,809
Fidelity Emerging Asia Fund (c)	69,984		2,287,068
Fidelity Emerging Markets Fund (c)	246,790		6,352,367
Fidelity Europe Fund (c)	121,213		4,899,445
Fidelity International Capital Appreciation Fund (c)	237,575		4,148,066
Fidelity International Discovery Fund (c)	115,831		4,769,906
Fidelity International Real Estate Fund (c)	1,097		12,060
Fidelity International Small Cap Fund (c)	20,756		573,905
Fidelity International Small Cap Opportunities Fund (c)	80,347		1,197,971
Fidelity International Value Fund (c)	130,552		1,208,913
Fidelity Japan Fund (c)	3,353		40,805
Equity Funds - continued
	Shares		Value
International Equity Funds - continued
Fidelity Japan Smaller Companies Fund (c)	56,014		$ 762,904
Fidelity Nordic Fund (c)	39,803		1,947,563
Fidelity Overseas Fund (c)	283,561		11,869,884
Fidelity Pacific Basin Fund (c)	47,541		1,384,390
Spartan International Index Fund Investor Class (c)	215,822		9,146,531
TOTAL INTERNATIONAL EQUITY FUNDS			56,151,320
TOTAL EQUITY FUNDS (Cost $149,511,260)		189,125,165
Fixed-Income Funds - 51.1%

Fidelity Floating Rate High Income Fund (c)	1,107,099		11,059,918
Fidelity Focused High Income Fund (c)	63,630		577,757
Fidelity High Income Fund (c)	1,283,481		12,193,066
Fidelity New Markets Income Fund (c)	224,496		3,773,786
Fidelity Real Estate Income Fund (c)	205,133		2,451,334
Spartan U.S. Bond Index Fund Investor Class (c)	29,988,750		349,668,822
TOTAL FIXED-INCOME FUNDS (Cost $367,714,488)		379,724,683
Money Market Funds - 23.5%
	Shares		Value
Fidelity Institutional Money Market Portfolio Class I 0.05% (b)(c)	13,205,949		$ 13,205,949
Fidelity Institutional Prime Money Market Portfolio Class I 0.01% (b)(c)	128,515,872		128,515,872
Fidelity Select Money Market Portfolio 0.01% (b)(c)	32,975,103		32,975,103
TOTAL MONEY MARKET FUNDS (Cost $174,696,924)		174,696,924

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $691,922,672)

743,546,772

NET OTHER ASSETS (LIABILITIES) - 0.0%

(166,831)

NET ASSETS - 100%

$ 743,379,941

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Air Transportation Portfolio	$ 563,881	$ 3,205	$ -	$ 257	$ 625,324
Fidelity Automotive Portfolio	1,357,761	120,205	-	1,036	1,438,119
Fidelity Banking Portfolio	2,565,839	1,719,150	252,151	10,919	3,973,214
Fidelity Biotechnology Portfolio	188,247	-	200,000	-	24,709
Fidelity Blue Chip Growth Fund	771,438	299,203	-	-	1,137,573
Fidelity Blue Chip Value Fund	-	892,250	-	-	938,608
Fidelity Brokerage and Investment Management Portfolio	7,463,745	85,191	3,200,000	8,211	4,115,682
Fidelity Canada Fund	146,592	-	120,000	-	28,081
Fidelity Capital Appreciation Fund	2,099,582	-	2,040,000	-	51,229
Fidelity Chemicals Portfolio	1,045,303	3,784,508	-	6,970	4,957,385
Fidelity China Region Fund	513,044	-	-	-	513,652
Fidelity Communications Equipment Portfolio	2,289,418	2,483	-	310	2,509,365
Fidelity Computers Portfolio	1,544,074	253,162	-	2,854	1,891,832
Fidelity Construction and Housing Portfolio	54,655	2,477	-	46	56,935
Fidelity Consumer Discretionary Portfolio	6,455,657	2,218,475	1,495,574	1,396	7,032,321
Fidelity Consumer Finance Portfolio	2,280,416	79,214	1,590,000	2,558	692,522
Fidelity Consumer Staples Portfolio	6,212,247	212,769	266,012	16,843	6,334,815
Fidelity Contrafund	479,558	34,460	500,000	-	26,105
Fidelity Defense and Aerospace Portfolio	212,338	39,029	-	413	240,387
Fidelity Disciplined Equity Fund	383,340	29,324	-	-	436,956
Fidelity Diversified International Fund	9,595,158	334,693	5,000,000	-	5,007,809
Fidelity Dividend Growth Fund	19,256	-	-	-	20,518
Fidelity Electronics Portfolio	350,161	2,015,223	-	1,023	2,598,380
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Emerging Asia Fund	$ 2,320,860	$ 104,456	$ 273,864	$ -	$ 2,287,068
Fidelity Emerging Markets Fund	2,270,820	4,013,389	259,646	-	6,352,367
Fidelity Energy Portfolio	5,796,947	4,473,027	1,179,769	14,642	10,073,089
Fidelity Energy Service Portfolio	1,839,664	1,305,828	171,062	541	3,309,705
Fidelity Environmental and Alternative Energy Portfolio	253,092	321	-	33	268,512
Fidelity Equity Dividend Income Fund	17,854	177	-	177	19,150
Fidelity Equity-Income Fund	1,298,201	952,529	1,200,000	2,297	1,091,522
Fidelity Europe Capital Appreciation Fund	914,247	8,347	-	8,347	-
Fidelity Europe Fund	3,026,041	830,352	52,532	-	4,899,445
Fidelity Financial Services Portfolio	5,654,338	1,296,770	253,879	8,626	6,898,176
Fidelity Floating Rate High Income Fund	11,044,861	365,467	383,595	180,926	11,059,918
Fidelity Focused High Income Fund	553,576	19,270	-	12,568	577,757
Fidelity Fund	30,236	-	-	-	32,200
Fidelity Global Commodity Stock Fund	53,718	-	-	-	57,976
Fidelity Gold Portfolio	125,169	-	-	-	163,549
Fidelity Growth & Income Portfolio	3,113	13	-	13	3,310
Fidelity Growth Company Fund	150,203	881	-	-	159,915
Fidelity Growth Discovery Fund	118,269	48,898	-	-	180,051
Fidelity Health Care Portfolio	16,170,782	2,147,610	5,254,724	-	14,680,683
Fidelity High Income Fund	11,137,255	947,081	50,136	302,609	12,193,066
Fidelity Independence Fund	860,940	2,300,000	-	-	3,277,895
Fidelity Industrial Equipment Portfolio	3,174,351	182,027	2,000,000	4,814	1,214,989
Fidelity Industrials Portfolio	10,676,857	659,940	1,088,163	13,908	10,079,411
Fidelity Institutional Money Market Portfolio Class I	13,203,190	2,759	-	2,759	13,205,949
Fidelity Institutional Prime Money Market Portfolio Class I	124,480,048	12,430,715	8,394,892	6,271	128,515,872
Fidelity Insurance Portfolio	5,016,864	248,948	832,510	12,302	4,298,581
Fidelity International Capital Appreciation Fund	1,330,972	2,649,911	-	-	4,148,066
Fidelity International Discovery Fund	17,361,242	32,058	12,409,883	-	4,769,906
Fidelity International Real Estate Fund	11,160	-	-	-	12,060
Fidelity International Small Cap Fund	556,055	-	-	-	573,905
Fidelity International Small Cap Opportunities Fund	2,355,520	135,345	1,448,761	-	1,197,971
Fidelity International Value Fund	1,181,497	-	-	-	1,208,913
Fidelity IT Services Portfolio	3,042,691	10,639	2,680,186	-	265,922
Fidelity Japan Fund	40,369	-	-	-	40,805
Fidelity Japan Smaller Companies Fund	1,051,705	-	285,618	-	762,904
Fidelity Large Cap Stock Fund	1,944,931	645,766	55,292	8,249	2,603,109
Fidelity Leisure Portfolio	603,162	18,605	-	1,694	620,661
Fidelity Leveraged Company Stock Fund	8,519	-	-	-	9,130
Fidelity Low-Priced Stock Fund	70,108	-	-	-	73,539
Fidelity Magellan Fund	37,919	2,366	-	73	40,462
Fidelity Materials Portfolio	281,082	493,821	-	790	789,472
Fidelity Medical Delivery Portfolio	12,500	495	-	-	13,405
Fidelity Medical Equipment and Systems Portfolio	15,916	872	-	-	17,945
Fidelity Mega Cap Stock Fund	1,309,441	506,156	1,000,000	-	876,856
Fidelity Mid-Cap Stock Fund	87,173	6,257	-	-	93,297
Fidelity Multimedia Portfolio	2,827,249	47,453	-	210	2,912,198
Fidelity Natural Gas Portfolio	5,666	11	-	5	6,930
Fidelity Natural Resources Portfolio	33,076	201	-	4	39,118
Fidelity New Markets Income Fund	1,130,813	2,509,519	19,041	42,461	3,773,786
Fidelity New Millennium Fund	1,678,855	552,942	390,966	-	1,953,937
Fidelity Nordic Fund	1,657,534	129,525	-	-	1,947,563
Fidelity OTC Portfolio	3,598,123	2,683,185	4,600,578	-	1,669,411
Fidelity Overseas Fund	18,319	11,418,031	-	-	11,869,884
Fidelity Pacific Basin Fund	1,314,981	-	-	-	1,384,390
Fidelity Pharmaceuticals Portfolio	133,265	84,779	-	597	234,811
Fidelity Real Estate Income Fund	565,052	1,826,984	-	26,676	2,451,334
Fidelity Real Estate Investment Portfolio	451,969	862,311	-	5,666	1,395,000
Fidelity Retailing Portfolio	763,312	30,466	-	209	738,403
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Select Money Market Portfolio	$ 32,970,809	$ 4,294	$ -	$ 1,656	$ 32,975,103
Fidelity Series Commodity Strategy Fund	8,628	-	-	-	9,206
Fidelity Small Cap Discovery Fund	1,745,982	19,020	1,513,982	283	224,093
Fidelity Small Cap Growth Fund	198,238	-	-	-	201,427
Fidelity Small Cap Stock Fund	11,961	1,146	-	35	12,540
Fidelity Small Cap Value Fund	1,844,650	-	1,600,000	-	175,265
Fidelity Software and Computer Services Portfolio	12,089,760	372,378	10,429,863	-	1,871,404
Fidelity Stock Selector Large Cap Value Fund	157,841	133,725	-	-	307,055
Fidelity Technology Portfolio	-	11,504,283	-	-	11,588,500
Fidelity Telecom and Utilities Fund	122,424	2,253	-	2,253	139,461
Fidelity Telecommunications Portfolio	1,251,781	100,605	69,055	24,774	1,302,153
Fidelity Transportation Portfolio	1,127,230	331,735	-	1,910	1,607,439
Fidelity Utilities Portfolio	229,274	1,448,234	-	1,157	1,728,310
Fidelity Value Discovery Fund	-	307,106	-	-	309,292
Fidelity Value Fund	158,870	839,805	-	-	1,037,589
Spartan Extended Market Index Fund Investor Class	15,662	245	-	33	16,632
Spartan International Index Fund Investor Class	8,726,882	357,546	293,498	55,584	9,146,531
Spartan Total Market Index Fund Investor Class	189,613	501	-	501	202,699
Spartan U.S. Bond Index Fund Investor Class	320,240,419	25,972,667	5,171,951	3,948,529	349,668,822
VIP Energy Portfolio Investor Class	2,572,440	14,531	-	-	2,972,703
VIP Mid Cap Portfolio Investor Class	3,595	56	-	-	3,778
Total	$ 695,929,441	$ 110,521,654	$ 78,027,183	$ 4,747,018	$ 743,546,772

Other Information

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

Semiannual Report

VIP FundsManager 20% Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $691,922,672) - See accompanying schedule		$ 743,546,772
Receivable for investments sold		2,000,000
Receivable for fund shares sold		3,151,674
Total assets		748,698,446

Liabilities
Payable for investments purchased	$ 5,193,938
Payable for fund shares redeemed	2,075
Accrued management fee	122,320
Distribution and service plan fees payable	172
Total liabilities		5,318,505

Net Assets		$ 743,379,941
Net Assets consist of:
Paid in capital		$ 676,920,402
Undistributed net investment income		4,044,888
Accumulated undistributed net realized gain (loss) on investments		10,790,551
Net unrealized appreciation (depreciation) on investments		51,624,100
Net Assets		$ 743,379,941

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Service Class: Net Asset Value, offering price and redemption price per share ($75,520 ÷ 6,508 shares)		$ 11.60

Service Class 2: Net Asset Value, offering price and redemption price per share ($1,420,780 ÷ 122,697 shares)		$ 11.58

Investor Class: Net Asset Value, offering price and redemption price per share ($741,883,641 ÷ 63,963,609 shares)		$ 11.60

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, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 4,747,018

Expenses
Management fee	$ 893,512
Distribution and service plan fees	1,630
Independent trustees' compensation	1,362
Total expenses before reductions	896,504
Expense reductions	(179,683)	716,821
Net investment income (loss)		4,030,197
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	7,712,658
Capital gain distributions from underlying funds	3,650,405
Total net realized gain (loss)		11,363,063
Change in net unrealized appreciation (depreciation) on underlying funds		7,410,189
Net gain (loss)		18,773,252
Net increase (decrease) in net assets resulting from operations		$ 22,803,449

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,030,197	$ 8,470,570
Net realized gain (loss)	11,363,063	18,598,537
Change in net unrealized appreciation (depreciation)	7,410,189	9,581,168
Net increase (decrease) in net assets resulting from operations	22,803,449	36,650,275
Distributions to shareholders from net investment income	-	(8,453,986)
Distributions to shareholders from net realized gain	(5,702,377)	(14,302,675)
Total distributions	(5,702,377)	(22,756,661)
Share transactions - net increase (decrease)	30,464,693	29,613,069
Total increase (decrease) in net assets	47,565,765	43,506,683

Net Assets
Beginning of period	695,814,176	652,307,493
End of period (including undistributed net investment income of $4,044,888 and undistributed net investment income of $14,691, respectively)	$ 743,379,941	$ 695,814,176

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.33	$ 11.10	$ 10.68	$ 10.63	$ 10.07	$ 9.27
Income from Investment Operations
Net investment income (loss)^E	.06	.14	.17	.20	.19	.21
Net realized and unrealized gain (loss)	.30	.47	.44	.05	.55	.76
Total from investment operations	.36	.61	.61	.25	.74	.97
Distributions from net investment income	-	(.14)	(.16)	(.18)	(.17)	(.16)
Distributions from net realized gain	(.09)	(.24)	(.03)	(.02)	(.01)	(.01)
Total distributions	(.09)	(.38)	(.19)	(.20)	(.18)	(.17)^H
Net asset value, end of period	$ 11.60	$ 11.33	$ 11.10	$ 10.68	$ 10.63	$ 10.07
Total Return^{B, C, D}	3.21%	5.53%	5.68%	2.30%	7.36%	10.43%
Ratios to Average Net Assets^{F, G}
Expenses before reductions	.35%^A	.35%	.35%	.35%	.35%	.35%
Expenses net of fee waivers, if any	.20%^A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%^A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.12%^A	1.23%	1.51%	1.84%	1.84%	2.19%
Supplemental Data
Net assets, end of period (000 omitted)	$ 76	$ 72	$ 71	$ 64	$ 67	$ 61
Portfolio turnover rate^F	22%^A	25%	17%	12%	14%	31%

^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 underlying funds in which the Fund invests.

^H 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.32	$ 11.08	$ 10.67	$ 10.62	$ 10.06	$ 9.28
Income from Investment Operations
Net investment income (loss)^E	.06	.12	.15	.18	.18	.20
Net realized and unrealized gain (loss)	.29	.48	.43	.05	.55	.74
Total from investment operations	.35	.60	.58	.23	.73	.94
Distributions from net investment income	-	(.12)	(.14)	(.16)	(.16)	(.16)
Distributions from net realized gain	(.09)	(.24)	(.03)	(.02)	(.01)	(.01)
Total distributions	(.09)	(.36)	(.17)	(.18)	(.17)	(.16)^H
Net asset value, end of period	$ 11.58	$ 11.32	$ 11.08	$ 10.67	$ 10.62	$ 10.06
Total Return^{B, C, D}	3.13%	5.46%	5.43%	2.20%	7.24%	10.14%
Ratios to Average Net Assets^{F, G}
Expenses before reductions	.50%^A	.50%	.50%	.50%	.50%	.50%
Expenses net of fee waivers, if any	.35%^A	.35%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.35%^A	.35%	.35%	.35%	.35%	.35%
Net investment income (loss)	.98%^A	1.08%	1.36%	1.69%	1.69%	2.04%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,421	$ 1,197	$ 1,274	$ 1,373	$ 569	$ 425
Portfolio turnover rate^F	22%^A	25%	17%	12%	14%	31%

^A Annualized

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

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

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

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

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

^H Total distributions of $.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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.33	$ 11.09	$ 10.68	$ 10.63	$ 10.06	$ 9.27
Income from Investment Operations
Net investment income (loss)^E	.06	.14	.17	.20	.19	.21
Net realized and unrealized gain (loss)	.30	.48	.43	.05	.56	.75
Total from investment operations	.36	.62	.60	.25	.75	.96
Distributions from net investment income	-	(.14)	(.16)	(.18)	(.17)	(.16)
Distributions from net realized gain	(.09)	(.24)	(.03)	(.02)	(.01)	(.01)
Total distributions	(.09)	(.38)	(.19)	(.20)	(.18)	(.17)^H
Net asset value, end of period	$ 11.60	$ 11.33	$ 11.09	$ 10.68	$ 10.63	$ 10.06
Total Return^{B, C, D}	3.22%	5.62%	5.58%	2.31%	7.47%	10.32%
Ratios to Average Net Assets^{F, G}
Expenses before reductions	.25%^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.20%^A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%^A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.13%^A	1.23%	1.51%	1.84%	1.84%	2.19%
Supplemental Data
Net assets, end of period (000 omitted)	$ 741,884	$ 694,546	$ 650,963	$ 533,568	$ 391,226	$ 270,852
Portfolio turnover rate^F	22%^A	25%	17%	12%	14%	31%

^A Annualized

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

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

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

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

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

^H Total distributions of $.17 per share is comprised of distributions from net investment income of $.161 and distributions from net realized gain of $.006 per share.

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

Semiannual Report

VIP FundsManager 50% Portfolio

Investment Changes (Unaudited)

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

Fund Holdings as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity Air Transportation Portfolio	0.3	0.3
Fidelity Automotive Portfolio	0.3	0.6
Fidelity Banking Portfolio	1.2	1.3
Fidelity Biotechnology Portfolio	0.0*	0.7
Fidelity Blue Chip Growth Fund	1.0	0.9
Fidelity Blue Chip Value Fund	0.3	0.0
Fidelity Brokerage and Investment Management Portfolio	1.5	1.9
Fidelity Capital Appreciation Fund	0.0*	0.1
Fidelity Chemicals Portfolio	1.3	0.7
Fidelity Communications Equipment Portfolio	0.3	0.4
Fidelity Computers Portfolio	0.7	0.8
Fidelity Construction and Housing Portfolio	0.6	0.7
Fidelity Consumer Discretionary Portfolio	1.5	1.5
Fidelity Consumer Finance Portfolio	0.1	0.2
Fidelity Consumer Staples Portfolio	1.7	2.4
Fidelity Contrafund	0.0*	0.2
Fidelity Defense and Aerospace Portfolio	0.0*	0.0*
Fidelity Disciplined Equity Fund	0.2	0.4
Fidelity Dividend Growth Fund	0.0*	0.0*
Fidelity Electronics Portfolio	0.6	0.3
Fidelity Energy Portfolio	2.4	1.4
Fidelity Energy Service Portfolio	1.3	0.9
Fidelity Environmental and Alternative Energy Portfolio	0.0*	0.0*
Fidelity Equity Dividend Income Fund	0.0*	0.0*
Fidelity Equity-Income Fund	0.3	0.8
Fidelity Financial Services Portfolio	1.7	1.6
Fidelity Fund	0.0*	0.0*
Fidelity Global Commodity Stock Fund	0.0*	0.0*
Fidelity Gold Portfolio	0.0*	0.0*
Fidelity Growth & Income Portfolio	0.1	0.7
Fidelity Growth Company Fund	0.1	0.1
Fidelity Growth Discovery Fund	0.3	0.2
Fidelity Health Care Portfolio	2.8	2.4
Fidelity Independence Fund	0.7	0.1
Fidelity Industrial Equipment Portfolio	0.7	1.1

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Industrials Portfolio	2.1	2.3
Fidelity Insurance Portfolio	0.8	1.0
Fidelity IT Services Portfolio	0.1	0.5
Fidelity Large Cap Stock Fund	2.0	1.6
Fidelity Leisure Portfolio	0.1	0.1
Fidelity Leveraged Company Stock Fund	0.0*	0.0*
Fidelity Low-Priced Stock Fund	0.0*	0.1
Fidelity Magellan Fund	0.0*	0.0*
Fidelity Materials Portfolio	0.3	0.2
Fidelity Medical Delivery Portfolio	0.2	0.2
Fidelity Medical Equipment and Systems Portfolio	0.0*	0.0*
Fidelity Mega Cap Stock Fund	1.1	1.6
Fidelity Mid Cap Value Fund	0.0*	0.0*
Fidelity Mid-Cap Stock Fund	0.0*	0.0*
Fidelity Multimedia Portfolio	0.6	0.9
Fidelity Nasdaq Composite Index Fund	0.0*	0.0*
Fidelity Natural Gas Portfolio	0.1	0.0*
Fidelity Natural Resources Portfolio	0.0*	0.0*
Fidelity New Millennium Fund	1.8	0.7
Fidelity OTC Portfolio	0.5	0.7
Fidelity Pharmaceuticals Portfolio	0.8	0.7
Fidelity Real Estate Investment Portfolio	0.1	0.0*
Fidelity Retailing Portfolio	0.3	0.3
Fidelity Series Commodity Strategy Fund	0.0*	0.0*
Fidelity Small Cap Discovery Fund	0.1	0.8
Fidelity Small Cap Growth Fund	0.0*	0.0*
Fidelity Small Cap Stock Fund	0.0*	0.0*
Fidelity Small Cap Value Fund	0.0*	0.0*
Fidelity Software and Computer Services Portfolio	1.7	2.3
Fidelity Stock Selector Large Cap Value Fund	0.3	0.0*
Fidelity Technology Portfolio	1.6	1.2
Fidelity Telecom and Utilities Fund	0.0*	0.0*
Fidelity Telecommunications Portfolio	0.3	0.4
Fidelity Transportation Portfolio	0.5	0.5
Fidelity Utilities Portfolio	0.2	0.2
Fidelity Value Discovery Fund	0.2	0.0
Fidelity Value Fund	0.8	0.5
Fidelity Value Strategies Fund	0.0*	0.0*
Spartan 500 Index Fund Investor Class	0.0*	0.0*
Spartan Extended Market Index Fund Investor Class	0.1	0.3
Spartan Total Market Index Fund Investor Class	0.1	0.3
VIP Mid Cap Portfolio Investor Class	0.0*	0.0*
	38.8	40.1
Fund Holdings as of June 30, 2014 - continued
	% of fund's net assets	% of fund's net assets 6 months ago
International Equity Funds
Fidelity Canada Fund	0.0*	0.0*
Fidelity China Region Fund	0.0*	0.0*
Fidelity Diversified International Fund	2.5	2.5
Fidelity Emerging Asia Fund	0.5	0.5
Fidelity Emerging Markets Fund	0.9	0.9
Fidelity Europe Capital Appreciation Fund	0.0	0.1
Fidelity Europe Fund	2.6	2.1
Fidelity International Capital Appreciation Fund	0.5	0.4
Fidelity International Discovery Fund	3.7	4.5
Fidelity International Growth Fund	0.1	0.2
Fidelity International Real Estate Fund	0.0*	0.0*
Fidelity International Small Cap Fund	0.3	0.8
Fidelity International Small Cap Opportunities Fund	0.7	0.5
Fidelity International Value Fund	0.3	0.3
Fidelity Japan Fund	0.1	0.1
Fidelity Japan Smaller Companies Fund	0.3	0.9
Fidelity Latin America Fund	0.0*	0.0*
Fidelity Nordic Fund	0.4	0.2
Fidelity Overseas Fund	1.3	0.1
Fidelity Pacific Basin Fund	0.2	0.3
Spartan International Index Fund Investor Class	2.3	2.6
	16.7	17.0
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	1.5	1.7
Fidelity Focused High Income Fund	0.2	0.2
Fidelity High Income Fund	1.0	1.0
Fidelity New Markets Income Fund	0.5	0.2
Fidelity Real Estate Income Fund	0.4	0.0*
Spartan U.S. Bond Index Fund Investor Class	35.5	33.8
	39.1	36.9
Money Market Funds
Fidelity Institutional Prime Money Market Portfolio Class I	5.2	5.7
Fidelity Select Money Market Portfolio	0.2	0.3
	5.4	6.0
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)
As of June 30, 2014
	Domestic Equity Funds	38.8%
	International Equity Funds	16.7%
	Fixed-Income Funds	39.1%
	Money Market Funds	5.4%

fmm315898

As of December 31, 2013
	Domestic Equity Funds	40.1%
	International Equity Funds	17.0%
	Fixed-Income Funds	36.9%
	Money Market Funds	6.0%

fmm315906

Semiannual Report

VIP FundsManager 50% Portfolio

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 55.5%
	Shares		Value
Domestic Equity Funds - 38.8%
Fidelity Air Transportation Portfolio (c)	185,824		$ 12,151,009
Fidelity Automotive Portfolio (c)	238,080		12,903,917
Fidelity Banking Portfolio (c)	2,018,474		52,944,565
Fidelity Biotechnology Portfolio (c)	336		67,322
Fidelity Blue Chip Growth Fund (c)	660,026		44,822,364
Fidelity Blue Chip Value Fund (c)	878,332		13,596,580
Fidelity Brokerage and Investment Management Portfolio (c)	901,440		65,859,177
Fidelity Capital Appreciation Fund (c)	3,223		121,432
Fidelity Chemicals Portfolio (c)	363,653		55,598,871
Fidelity Communications Equipment Portfolio (c)	422,928		13,660,571
Fidelity Computers Portfolio (c)	399,262		31,234,303
Fidelity Construction and Housing Portfolio (c)	439,412		23,820,518
Fidelity Consumer Discretionary Portfolio (c)	2,053,399		65,749,841
Fidelity Consumer Finance Portfolio (c)	404,172		6,309,117
Fidelity Consumer Staples Portfolio (c)	783,920		72,810,476
Fidelity Contrafund (c)	752		74,670
Fidelity Defense and Aerospace Portfolio (c)	13,871		1,617,510
Fidelity Disciplined Equity Fund (c)	307,079		10,505,162
Fidelity Dividend Growth Fund (c)	4,379		165,116
Fidelity Electronics Portfolio (c)	342,692		26,681,992
Fidelity Energy Portfolio (c)	1,648,656		101,722,062
Fidelity Energy Service Portfolio (c)	573,060		56,285,970
Fidelity Environmental and Alternative Energy Portfolio (c)	16,977		410,667
Fidelity Equity Dividend Income Fund (c)	550		14,390
Fidelity Equity-Income Fund (c)	225,573		14,161,503
Fidelity Financial Services Portfolio (c)	846,208		71,301,472
Fidelity Fund (c)	753		34,209
Fidelity Global Commodity Stock Fund (c)	4,619		70,434
Fidelity Gold Portfolio (a)(c)	5,877		137,995
Fidelity Growth & Income Portfolio (c)	80,757		2,383,137
Fidelity Growth Company Fund (c)	21,574		2,737,554
Fidelity Growth Discovery Fund (c)	608,851		14,046,195
Fidelity Health Care Portfolio (c)	576,665		119,179,412
Fidelity Independence Fund (c)	755,003		30,328,485
Fidelity Industrial Equipment Portfolio (c)	683,940		29,341,027
Fidelity Industrials Portfolio (c)	2,753,740		90,956,026
Fidelity Insurance Portfolio (c)	520,616		34,683,462
Fidelity IT Services Portfolio (c)	120,394		4,396,790
Fidelity Large Cap Stock Fund (c)	3,011,522		84,473,199
Fidelity Leisure Portfolio (c)	26,974		3,578,849
Fidelity Leveraged Company Stock Fund (c)	774		35,886
Fidelity Low-Priced Stock Fund (c)	1,064		55,198
Fidelity Magellan Fund (c)	130		11,994
Fidelity Materials Portfolio (c)	158,859		14,003,379
Fidelity Medical Delivery Portfolio (c)	106,351		7,993,350

	Shares		Value
Fidelity Medical Equipment and Systems Portfolio (c)	16,183		$ 617,064
Fidelity Mega Cap Stock Fund (c)	2,893,174		47,563,782
Fidelity Mid Cap Value Fund (c)	21,426		514,876
Fidelity Mid-Cap Stock Fund (c)	6,848		269,878
Fidelity Multimedia Portfolio (c)	329,504		26,986,378
Fidelity Nasdaq Composite Index Fund (c)	10,556		616,795
Fidelity Natural Gas Portfolio (c)	49,292		2,274,313
Fidelity Natural Resources Portfolio (c)	3,582		155,404
Fidelity New Millennium Fund (c)	1,811,632		76,016,058
Fidelity OTC Portfolio (c)	233,694		19,307,786
Fidelity Pharmaceuticals Portfolio (c)	1,578,775		33,106,906
Fidelity Real Estate Investment Portfolio (c)	160,878		6,005,574
Fidelity Retailing Portfolio (c)	134,391		10,887,005
Fidelity Series Commodity Strategy Fund (a)(c)	1,089		9,206
Fidelity Small Cap Discovery Fund (c)	115,949		3,606,000
Fidelity Small Cap Growth Fund (c)	4,989		97,676
Fidelity Small Cap Stock Fund (c)	9,757		194,264
Fidelity Small Cap Value Fund (c)	9,762		203,056
Fidelity Software and Computer Services Portfolio (c)	641,426		75,399,666
Fidelity Stock Selector Large Cap Value Fund (c)	848,896		14,142,601
Fidelity Technology Portfolio (c)	585,258		70,939,106
Fidelity Telecom and Utilities Fund (c)	10,011		246,660
Fidelity Telecommunications Portfolio (c)	192,135		11,799,038
Fidelity Transportation Portfolio (c)	269,029		22,361,669
Fidelity Utilities Portfolio (c)	102,636		7,980,948
Fidelity Value Discovery Fund (c)	443,104		10,439,528
Fidelity Value Fund (c)	311,034		35,209,004
Fidelity Value Strategies Fund (c)	293		12,694
Spartan 500 Index Fund Investor Class (c)	2,973		207,562
Spartan Extended Market Index Fund Investor Class (c)	53,294		2,974,846
Spartan Total Market Index Fund Investor Class (c)	54,033		3,117,732
VIP Mid Cap Portfolio Investor Class (c)	10,053		376,799
TOTAL DOMESTIC EQUITY FUNDS			1,676,677,032
International Equity Funds - 16.7%
Fidelity Canada Fund (c)	2,644		170,096
Fidelity China Region Fund (c)	44,327		1,498,236
Fidelity Diversified International Fund (c)	2,782,426		105,843,490
Fidelity Emerging Asia Fund (c)	658,507		21,520,007
Fidelity Emerging Markets Fund (c)	1,500,283		38,617,294
Fidelity Europe Fund (c)	2,791,580		112,835,651
Fidelity International Capital Appreciation Fund (c)	1,305,084		22,786,773
Fidelity International Discovery Fund (c)	3,823,827		157,465,200
Fidelity International Growth Fund (c)	487,707		5,589,117
Fidelity International Real Estate Fund (c)	14,690		161,447
Equity Funds - continued
	Shares		Value
International Equity Funds - continued
Fidelity International Small Cap Fund (c)	523,437		$ 14,473,035
Fidelity International Small Cap Opportunities Fund (c)	2,039,219		30,404,760
Fidelity International Value Fund (c)	1,154,582		10,691,430
Fidelity Japan Fund (c)	181,051		2,203,386
Fidelity Japan Smaller Companies Fund (c)	927,277		12,629,512
Fidelity Latin America Fund (c)	645		21,243
Fidelity Nordic Fund (c)	371,784		18,191,407
Fidelity Overseas Fund (c)	1,371,718		57,420,129
Fidelity Pacific Basin Fund (c)	340,365		9,911,431
Spartan International Index Fund Investor Class (c)	2,301,247		97,526,834
TOTAL INTERNATIONAL EQUITY FUNDS			719,960,478
TOTAL EQUITY FUNDS (Cost $2,000,167,579)		2,396,637,510
Fixed-Income Funds - 39.1%

Fidelity Floating Rate High Income Fund (c)	6,321,941		63,156,192
Fidelity Focused High Income Fund (c)	833,457		7,567,786
Fidelity High Income Fund (c)	4,799,374		45,594,054
Fidelity New Markets Income Fund (c)	1,309,354		22,010,237

	Shares		Value
Fidelity Real Estate Income Fund (c)	1,309,602		$ 15,649,746
Spartan U.S. Bond Index Fund Investor Class (c)	131,681,414		1,535,405,286
TOTAL FIXED-INCOME FUNDS (Cost $1,668,214,252)		1,689,383,301
Money Market Funds - 5.4%

Fidelity Institutional Prime Money Market Portfolio Class I 0.01% (b)(c)	225,681,493		225,681,493
Fidelity Select Money Market Portfolio 0.01% (b)(c)	10,216,172		10,216,172
TOTAL MONEY MARKET FUNDS (Cost $235,897,665)		235,897,665

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $3,904,279,496)

4,321,918,476

NET OTHER ASSETS (LIABILITIES) - 0.0%

(911,042)

NET ASSETS - 100%

$ 4,321,007,434

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Air Transportation Portfolio	$ 10,870,505	$ 155,509	$ -	$ 4,949	$ 12,151,009
Fidelity Automotive Portfolio	21,453,398	1,600,932	9,805,621	8,927	12,903,917
Fidelity Banking Portfolio	43,657,362	9,425,353	271,175	137,587	52,944,565
Fidelity Biotechnology Portfolio	22,936,543	-	24,212,312	-	67,322
Fidelity Blue Chip Growth Fund	31,205,529	10,810,998	-	-	44,822,364
Fidelity Blue Chip Value Fund	-	12,898,264	-	-	13,596,580
Fidelity Brokerage and Investment Management Portfolio	63,762,714	7,416,062	4,041,468	97,262	65,859,177
Fidelity Canada Fund	154,154	-	-	-	170,096
Fidelity Capital Appreciation Fund	2,203,863	-	2,100,000	-	121,432
Fidelity Chemicals Portfolio	22,984,107	30,656,756	-	74,317	55,598,871
Fidelity China Region Fund	1,496,463	-	-	-	1,498,236
Fidelity Communications Equipment Portfolio	11,905,092	612,914	-	1,614	13,660,571
Fidelity Computers Portfolio	28,580,421	1,118,216	69,409	52,696	31,234,303
Fidelity Construction and Housing Portfolio	22,375,540	1,832,314	267,670	19,415	23,820,518
Fidelity Consumer Discretionary Portfolio	49,761,238	17,348,800	145,003	14,190	65,749,841
Fidelity Consumer Finance Portfolio	7,384,535	456,786	1,169,945	14,749	6,309,117
Fidelity Consumer Staples Portfolio	82,262,236	4,901,156	16,100,000	188,995	72,810,476
Fidelity Contrafund	6,879,234	1,108,222	8,100,000	-	74,670
Fidelity Defense and Aerospace Portfolio	1,626,260	65,298	-	2,778	1,617,510
Fidelity Disciplined Equity Fund	12,943,925	1,028,375	4,239,497	-	10,505,162
Fidelity Diversified International Fund	85,047,614	38,787,386	21,043,840	-	105,843,490
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Dividend Growth Fund	$ 154,957	$ -	$ -	$ -	$ 165,116
Fidelity Electronics Portfolio	8,492,416	15,218,464	-	12,163	26,681,992
Fidelity Emerging Asia Fund	18,099,927	2,203,411	106,446	-	21,520,007
Fidelity Emerging Markets Fund	30,608,006	5,882,633	238,863	-	38,617,294
Fidelity Energy Portfolio	47,967,394	54,351,238	9,425,452	128,544	101,722,062
Fidelity Energy Service Portfolio	31,966,985	20,038,374	2,810,219	11,080	56,285,970
Fidelity Environmental and Alternative Energy Portfolio	387,084	492	-	51	410,667
Fidelity Equity Dividend Income Fund	13,416	133	-	133	14,390
Fidelity Equity-Income Fund	26,381,003	10,736,509	24,000,000	114,064	14,161,503
Fidelity Europe Capital Appreciation Fund	1,779,295	16,244	-	16,244	-
Fidelity Europe Fund	71,684,771	36,638,754	1,146,816	-	112,835,651
Fidelity Financial Services Portfolio	53,716,017	18,177,280	2,633,832	85,255	71,301,472
Fidelity Floating Rate High Income Fund	56,083,137	7,110,280	216,682	976,471	63,156,192
Fidelity Focused High Income Fund	7,251,058	252,414	-	164,618	7,567,786
Fidelity Fund	32,123	-	-	-	34,209
Fidelity Global Commodity Stock Fund	65,261	-	-	-	70,434
Fidelity Gold Portfolio	105,612	-	-	-	137,995
Fidelity Growth & Income Portfolio	22,508,160	9,169	20,071,100	9,169	2,383,137
Fidelity Growth Company Fund	4,484,663	26,299	2,000,000	-	2,737,554
Fidelity Growth Discovery Fund	7,535,082	6,630,076	1,000,000	-	14,046,195
Fidelity Health Care Portfolio	80,076,772	49,844,563	19,307,967	-	119,179,412
Fidelity High Income Fund	34,753,759	10,347,510	38,208	1,042,229	45,594,054
Fidelity Independence Fund	2,166,780	29,600,000	2,000,000	-	30,328,485
Fidelity Industrial Equipment Portfolio	36,454,898	3,068,672	8,000,000	81,152	29,341,027
Fidelity Industrials Portfolio	79,138,311	21,258,316	8,103,453	121,267	90,956,026
Fidelity Institutional Prime Money Market Portfolio Class I	193,114,698	58,827,442	26,260,648	10,359	225,681,493
Fidelity Insurance Portfolio	34,275,979	1,843,590	601,927	91,133	34,683,462
Fidelity International Capital Appreciation Fund	13,558,285	8,436,682	172,950	-	22,786,773
Fidelity International Discovery Fund	155,124,844	12,655,226	12,777,154	-	157,465,200
Fidelity International Growth Fund	5,481,822	-	-	-	5,589,117
Fidelity International Real Estate Fund	149,401	-	-	-	161,447
Fidelity International Small Cap Fund	28,772,812	-	14,729,505	-	14,473,035
Fidelity International Small Cap Opportunities Fund	16,795,337	14,321,315	2,288,170	-	30,404,760
Fidelity International Value Fund	10,637,089	-	185,013	-	10,691,430
Fidelity IT Services Portfolio	17,782,991	824,433	13,453,360	-	4,396,790
Fidelity Japan Fund	2,179,850	-	-	-	2,203,386
Fidelity Japan Smaller Companies Fund	31,243,206	-	18,176,000	-	12,629,512
Fidelity Large Cap Stock Fund	53,850,480	28,813,837	331,186	261,289	84,473,199
Fidelity Latin America Fund	20,172	-	-	-	21,243
Fidelity Leisure Portfolio	3,477,945	107,279	-	9,767	3,578,849
Fidelity Leveraged Company Stock Fund	33,485	-	-	-	35,886
Fidelity Low-Priced Stock Fund	3,231,719	-	3,200,000	-	55,198
Fidelity Magellan Fund	11,241	701	-	22	11,994
Fidelity Materials Portfolio	5,958,829	7,560,952	-	10,576	14,003,379
Fidelity Medical Delivery Portfolio	7,453,627	295,080	-	-	7,993,350
Fidelity Medical Equipment and Systems Portfolio	547,281	29,983	-	-	617,064
Fidelity Mega Cap Stock Fund	54,268,895	18,998,063	28,409,704	-	47,563,782
Fidelity Mid Cap Value Fund	473,960	10,171	-	147	514,876
Fidelity Mid-Cap Stock Fund	927,714	18,100	700,000	-	269,878
Fidelity Multimedia Portfolio	30,727,011	439,727	4,400,000	1,941	26,986,378
Fidelity Nasdaq Composite Index Fund	581,474	274	-	-	616,795
Fidelity Natural Gas Portfolio	224,625	2,000,434	-	202	2,274,313
Fidelity Natural Resources Portfolio	131,404	798	-	14	155,404
Fidelity New Markets Income Fund	7,301,936	13,873,704	35,214	251,993	22,010,237
Fidelity New Millennium Fund	24,710,327	48,125,273	558,517	-	76,016,058
Fidelity Nordic Fund	7,476,087	9,320,305	-	-	18,191,407
Fidelity OTC Portfolio	24,811,439	10,063,712	16,575,043	-	19,307,786
Fidelity Overseas Fund	2,115,407	53,522,454	-	-	57,420,129
Fidelity Pacific Basin Fund	9,414,498	-	-	-	9,911,431
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Pharmaceuticals Portfolio	$ 25,515,323	$ 4,944,603	$ 56,887	$ 113,974	$ 33,106,906
Fidelity Real Estate Income Fund	107,384	15,396,581	-	158,483	15,649,746
Fidelity Real Estate Investment Portfolio	159,956	5,754,462	-	24,210	6,005,574
Fidelity Retailing Portfolio	11,338,726	449,193	81,602	3,087	10,887,005
Fidelity Select Money Market Portfolio	10,214,841	1,330	-	513	10,216,172
Fidelity Series Commodity Strategy Fund	8,628	-	-	-	9,206
Fidelity Small Cap Discovery Fund	27,965,478	156,324	23,979,004	2,328	3,606,000
Fidelity Small Cap Growth Fund	96,130	-	-	-	97,676
Fidelity Small Cap Stock Fund	185,291	17,750	-	549	194,264
Fidelity Small Cap Value Fund	195,636	-	-	-	203,056
Fidelity Software and Computer Services Portfolio	78,372,926	8,925,015	11,171,770	-	75,399,666
Fidelity Stock Selector Large Cap Value Fund	504,762	13,338,764	-	-	14,142,601
Fidelity Technology Portfolio	42,452,935	29,346,548	158,417	-	70,939,106
Fidelity Telecom and Utilities Fund	216,526	3,984	-	3,984	246,660
Fidelity Telecommunications Portfolio	13,450,208	2,084,240	3,912,050	199,977	11,799,038
Fidelity Transportation Portfolio	16,686,513	3,465,870	-	28,410	22,361,669
Fidelity Utilities Portfolio	6,386,832	4,995,495	3,966,717	12,503	7,980,948
Fidelity Value Discovery Fund	-	10,325,069	-	-	10,439,528
Fidelity Value Fund	18,208,133	14,578,998	-	-	35,209,004
Fidelity Value Strategies Fund	11,986	-	-	-	12,694
Spartan 500 Index Fund Investor Class	193,825	844	-	844	207,562
Spartan Extended Market Index Fund Investor Class	8,509,059	43,841	5,940,000	5,821	2,974,846
Spartan International Index Fund Investor Class	87,515,519	6,526,285	233,377	573,055	97,526,834
Spartan Total Market Index Fund Investor Class	8,789,820	11,527	5,925,000	11,527	3,117,732
Spartan U.S. Bond Index Fund Investor Class	1,153,386,318	349,470,167	1,156,161	15,828,797	1,535,405,286
VIP Mid Cap Portfolio Investor Class	358,602	5,569	-	-	376,799
Total	$ 3,409,094,847	$ 1,191,566,166	$ 392,100,354	$ 20,985,424	$ 4,321,918,476

Other Information

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

Semiannual Report

VIP FundsManager 50% Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (cost $3,904,279,496) - See accompanying schedule		$ 4,321,918,476
Receivable for investments sold		26,817,352
Receivable for fund shares sold		7,811,320
Total assets		4,356,547,148

Liabilities
Payable for investments purchased	$ 34,792,157
Payable for fund shares redeemed	31,529
Accrued management fee	704,548
Distribution and service plan fees payable	11,480
Total liabilities		35,539,714

Net Assets		$ 4,321,007,434
Net Assets consist of:
Paid in capital		$ 3,814,851,475
Undistributed net investment income		17,087,994
Accumulated undistributed net realized gain (loss) on investments		71,428,985
Net unrealized appreciation (depreciation) on investments		417,638,980
Net Assets		$ 4,321,007,434

Statement of Assets and Liabilities - continued

	June 30, 2014 (Unaudited)

Service Class: Net Asset Value, offering price and redemption price per share ($91,289 ÷ 7,285 shares)		$ 12.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($92,103,341 ÷ 7,376,716 shares)		$ 12.49

Investor Class: Net Asset Value, offering price and redemption price per share ($4,228,812,804 ÷ 337,519,257 shares)		$ 12.53

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

Semiannual Report

VIP FundsManager 50% Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Income distributions from underlying funds		$ 20,985,424

Expenses
Management fee	$ 4,780,998
Distribution and service plan fees	112,858
Independent trustees' compensation	7,052
Total expenses before reductions	4,900,908
Expense reductions	(1,003,478)	3,897,430
Net investment income (loss)		17,087,994
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	30,069,980
Capital gain distributions from underlying funds	43,195,224
Total net realized gain (loss)		73,265,204
Change in net unrealized appreciation (depreciation) on underlying funds		83,287,837
Net gain (loss)		156,553,041
Net increase (decrease) in net assets resulting from operations		$ 173,641,035

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 17,087,994	$ 31,722,891
Net realized gain (loss)	73,265,204	77,920,322
Change in net unrealized appreciation (depreciation)	83,287,837	222,867,946
Net increase (decrease) in net assets resulting from operations	173,641,035	332,511,159
Distributions to shareholders from net investment income	-	(31,865,189)
Distributions to shareholders from net realized gain	(2,690,573)	(18,085,537)
Total distributions	(2,690,573)	(49,950,726)
Share transactions - net increase (decrease)	741,521,831	1,696,818,975
Total increase (decrease) in net assets	912,472,293	1,979,379,408

Net Assets
Beginning of period	3,408,535,141	1,429,155,733
End of period (including undistributed net investment income of $17,087,994 and undistributed net investment income of $0, respectively)	$ 4,321,007,434	$ 3,408,535,141

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

Semiannual Report

Financial Highlights - Service Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.01	$ 10.62	$ 9.78	$ 10.02	$ 9.11	$ 7.80
Income from Investment Operations
Net investment income (loss)^E	.05	.15	.18	.19	.17	.17
Net realized and unrealized gain (loss)	.48	1.42	.82	(.23)	.91	1.30
Total from investment operations	.53	1.57	1.00	(.04)	1.08	1.47
Distributions from net investment income	-	(.12)	(.13)	(.18)	(.16)	(.15)
Distributions from net realized gain	(.01)	(.07)	(.03)	(.02)	(.02)	(.01)
Total distributions	(.01)	(.18)^I	(.16)	(.20)	(.17)^H	(.16)
Net asset value, end of period	$ 12.53	$ 12.01	$ 10.62	$ 9.78	$ 10.02	$ 9.11
Total Return^{B, C, D}	4.41%	14.79%	10.24%	(.42)%	11.89%	18.82%
Ratios to Average Net Assets^{F, G}
Expenses before reductions	.35%^A	.35%	.35%	.35%	.35%	.35%
Expenses net of fee waivers, if any	.20%^A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%^A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	.89%^A	1.33%	1.77%	1.84%	1.78%	2.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 91	$ 80	$ 72	$ 59	$ 62	$ 58
Portfolio turnover rate^F	20%^A	15%	15%	14%	16%	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.

^H Total distributions of $.17 per share is comprised of distributions from net investment income of $.155 and distributions from net realized gain of $.018 per share.

^I Total distributions of $.18 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.065 per share.

Financial Highlights - Service Class 2

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.98	$ 10.59	$ 9.75	$ 10.01	$ 9.10	$ 7.79
Income from Investment Operations
Net investment income (loss)^E	.05	.13	.17	.17	.15	.16
Net realized and unrealized gain (loss)	.47	1.42	.82	(.24)	.92	1.30
Total from investment operations	.52	1.55	.99	(.07)	1.07	1.46
Distributions from net investment income	-	(.10)	(.12)	(.17)	(.14)	(.14)
Distributions from net realized gain	(.01)	(.07)	(.03)	(.02)	(.02)	(.01)
Total distributions	(.01)	(.16)^H	(.15)	(.19)	(.16)	(.15)
Net asset value, end of period	$ 12.49	$ 11.98	$ 10.59	$ 9.75	$ 10.01	$ 9.10
Total Return^{B, C, D}	4.34%	14.66%	10.12%	(.68)%	11.75%	18.76%
Ratios to Average Net Assets^{F, G}
Expenses before reductions	.50%^A	.50%	.50%	.50%	.50%	.50%
Expenses net of fee waivers, if any	.35%^A	.35%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.35%^A	.35%	.35%	.35%	.35%	.35%
Net investment income (loss)	.75%^A	1.18%	1.62%	1.69%	1.63%	1.92%
Supplemental Data
Net assets, end of period (000 omitted)	$ 92,103	$ 89,164	$ 81,647	$ 17,800	$ 1,030	$ 550
Portfolio turnover rate^F	20%^A	15%	15%	14%	16%	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.

^H Total distributions of $.16 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.065 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, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 12.01	$ 10.61	$ 9.78	$ 10.02	$ 9.11	$ 7.79
Income from Investment Operations
Net investment income (loss)^E	.05	.15	.18	.19	.17	.17
Net realized and unrealized gain (loss)	.48	1.43	.81	(.23)	.91	1.31
Total from investment operations	.53	1.58	.99	(.04)	1.08	1.48
Distributions from net investment income	-	(.12)	(.13)	(.18)	(.16)	(.15)
Distributions from net realized gain	(.01)	(.07)	(.03)	(.02)	(.02)	(.01)
Total distributions	(.01)	(.18)^I	(.16)	(.20)	(.17)^H	(.16)
Net asset value, end of period	$ 12.53	$ 12.01	$ 10.61	$ 9.78	$ 10.02	$ 9.11
Total Return^{B, C, D}	4.41%	14.90%	10.13%	(.42)%	11.89%	18.98%
Ratios to Average Net Assets^{F, G}
Expenses before reductions	.25%^A	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.20%^A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%^A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	.90%^A	1.33%	1.77%	1.84%	1.78%	2.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,228,813	$ 3,319,291	$ 1,347,437	$ 747,577	$ 671,632	$ 520,243
Portfolio turnover rate^F	20%^A	15%	15%	14%	16%	44%