N-CSRS 1 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 811-5361

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

December 31

Date of reporting period:

June 30, 2007

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:
Money Market Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

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 and one year.

Investments

<Click Here>

A complete list of the fund's investments.

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Money Market Portfolio

VIP Money Market Portfolio

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, 2007 to June 30, 2007).

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.

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.

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,025.60

$ 1.66

Hypothetical A

$ 1,000.00

$ 1,023.16

$ 1.66

Service Class

Actual

$ 1,000.00

$ 1,025.00

$ 2.21

Hypothetical A

$ 1,000.00

$ 1,022.61

$ 2.21

Service Class 2

Actual

$ 1,000.00

$ 1,024.30

$ 2.91

Hypothetical A

$ 1,000.00

$ 1,021.92

$ 2.91

Investor Class

Actual

$ 1,000.00

$ 1,025.30

$ 1.96

Hypothetical A

$ 1,000.00

$ 1,022.86

$ 1.96

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.33%

Service Class

.44%

Service Class 2

.58%

Investor Class

.39%

Semiannual Report

VIP Money Market Portfolio

Investment Changes

Maturity Diversification

Days

% of fund's investments 6/30/07

% of fund's investments 12/31/06

% of fund's investments 6/30/06

0 - 30

57.6

52.1

56.8

31 - 90

23.2

33.8

29.2

91 - 180

8.4

8.0

8.8

181 - 397

10.8

6.1

5.2

Weighted Average Maturity

6/30/07

12/31/06

6/30/06

VIP Money Market Portfolio

63 Days

56 Days

48 Days

All Taxable Money Market Funds Average*

42 Days

41 Days

38 Days

Asset Allocation (% of fund's net assets)

As of June 30, 2007

As of December 31, 2006

Corporate Bonds 0.6%

Corporate Bonds 1.0%

Commercial Paper 15.0%

Commercial Paper 21.9%

Bank CDs, BAs,
TDs, and Notes 58.4%

Bank CDs, BAs,
TDs, and Notes 62.0%

Government
Securities 0.0%

Government
Securities 0.5%

Repurchase
Agreements 24.6%

Repurchase
Agreements 14.8%

Other Investments 1.7%

Other Investments 0.7%

Net Other Assets** (0.3)%

Net Other Assets** (0.9)%

**Net Other Assets are not included in the pie chart.

*Source: iMoneyNet, Inc.

VIP Money Market Portfolio

VIP Money Market Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 0.6%

Due Date

Yield (a)

Principal Amount

Value

Bell Trace Obligated Group

7/30/07

5.38% (c)

$ 14,055,000

$ 14,055,000

Certificates of Deposit - 18.1%

Domestic Certificates Of Deposit - 0.0%

Huntington National Bank, Columbus

10/29/07

5.35

1,500,000

1,500,000

London Branch, Eurodollar, Foreign Banks - 6.9%

Barclays Bank PLC

3/4/08

5.35

23,000,000

23,000,000

Bayerische Hypo-und Vereinsbank AG

11/5/07

5.35

14,000,000

14,000,000

Credit Agricole SA

11/19/07

5.35

8,000,000

7,998,215

Credit Industriel et Commercial

7/25/07 to 11/19/07

5.33 to 5.36

57,000,000

56,999,971

HBOS Treasury Services PLC

2/11/08

5.30

11,000,000

11,000,000

ING Bank NV

9/5/07 to 12/6/07

5.33 to 5.36

24,000,000

24,000,000

Landesbank Hessen-Thuringen

7/23/07

5.36

17,000,000

17,000,000

Societe Generale

10/2/07 to 1/3/08

5.30 to 5.32

19,000,000

19,000,000

172,998,186

New York Branch, Yankee Dollar, Foreign Banks - 11.2%

Barclays Bank PLC

4/16/08 to 5/22/08

5.31 to 5.36

54,000,000

54,000,000

BNP Paribas SA

10/2/07

5.30

15,000,000

15,000,000

Credit Suisse First Boston

7/23/07 to 9/17/07

5.33 to 5.34 (c)

45,000,000

45,000,000

Credit Suisse Group

6/5/08

5.40

27,000,000

27,000,000

Deutsche Bank AG

11/21/07 to 4/24/08

5.31 to 5.40

61,000,000

61,000,001

HBOS Treasury Services PLC

2/11/08

5.30

11,000,000

11,000,000

Natexis Banques Populaires NY CD

1/7/08 to 6/17/08

5.36 to 5.40

37,000,000

37,000,000

Societe Generale

1/16/08 to 4/2/08

5.36 to 5.40

32,000,000

32,000,000

282,000,001

TOTAL CERTIFICATES OF DEPOSIT

456,498,187

Commercial Paper - 15.0%

Due Date

Yield (a)

Principal Amount

Value

Apache Corp.

7/16/07

5.37% (b)

$ 4,000,000

$ 3,991,083

Aquifer Funding LLC

7/5/07 to 7/6/07

5.33

24,000,000

23,983,195

AstraZeneca PLC

9/10/07 to 9/28/07

5.34 to 5.36

35,000,000

34,580,592

Bavaria TRR Corp.

7/2/07 to 7/11/07

5.34 to 5.36

8,000,000

7,990,837

Brahms Funding Corp.

7/24/07 to 8/23/07

5.34 to 5.41

15,000,000

14,903,494

Burlington Northern Santa Fe Corp.

7/16/07

5.38 (b)

1,000,000

997,783

Citigroup Funding, Inc.

7/25/07 to 9/19/07

5.35

11,000,000

10,919,978

ConocoPhillips Qatar Funding Ltd.

8/29/07

5.40 (b)

1,000,000

991,281

DaimlerChrysler NA Holding Corp.

7/3/07 to 7/12/07

5.41

4,000,000

3,997,469

Davis Square Funding V Corp.

8/10/07

5.36

4,000,000

3,976,356

Devon Energy Corp.

7/20/07 to 9/14/07

5.37 to 5.44

11,993,000

11,927,737

Dominion Resources, Inc.

7/2/07 to 7/3/07

5.40 to 5.42

2,500,000

2,499,324

Duke Energy Corp.

7/20/07 to 9/27/07

5.40 to 5.44

8,000,000

7,966,947

Fortune Brands, Inc.

7/12/07 to 8/24/07

5.38

7,000,000

6,973,537

Giro Funding US Corp.

7/13/07 to 7/17/07

5.32 to 5.33

8,000,000

7,982,944

Grenadier Funding Corp.

8/28/07

5.33

4,000,000

3,966,102

Harrier Finance Funding LLC

10/17/07

5.32 (b)

13,000,000

12,798,175

Hypo Real Estate Bank International AG

7/10/07

5.37

3,000,000

2,996,025

ITT Corp.

7/30/07 to 8/9/07

5.39 to 5.40

2,000,000

1,989,951

Kellogg Co.

7/13/07 to 8/9/07

5.35 to 5.39

8,000,000

7,970,370

Kestrel Funding (US) LLC

10/29/07

5.32 (b)

22,000,000

21,620,133

Kraft Foods, Inc.

7/2/07 to 8/10/07

5.33 to 5.42

14,000,000

13,951,973

Commercial Paper - continued

Due Date

Yield (a)

Principal Amount

Value

Liberty Harbour II CDO Ltd.

7/16/07 to 7/26/07

5.36 to 5.37% (b)

$ 3,500,000

$ 3,489,979

Michigan Gen. Oblig.

10/4/07

5.41

4,100,000

4,100,000

Monsanto Co.

8/28/07

5.39

8,000,000

7,931,431

Monument Gardens Funding

8/3/07 to 9/27/07

5.33 to 5.35

24,168,000

23,968,255

National Grid USA

7/20/07 to 9/28/07

5.38 to 5.40

3,000,000

2,970,844

Nationwide Building Society

10/11/07

5.31

5,000,000

4,926,688

Nelnet Student Loan Funding LLC

7/19/07 to 8/21/07

5.36 to 5.37

5,000,000

4,967,183

Nightingale Finance LLC

8/24/07

5.35 (b)

1,000,000

992,058

Nissan Motor Acceptance Corp.

8/1/07 to 9/10/07

5.37 to 5.40

6,000,000

5,961,779

Pacific Gas & Electric Co.

7/31/07 to 8/6/07

5.39 to 5.40 (b)

2,000,000

1,990,163

Paradigm Funding LLC

7/24/07

5.35

5,000,000

4,983,357

Park Granada LLC

7/9/07

5.32

2,000,000

1,997,658

Park Sienna LLC

7/6/07 to 7/11/07

5.33 to 5.34

4,000,000

3,994,865

Rockies Express Pipeline LLC

7/2/07 to 9/27/07

5.40 to 5.50 (b)

9,500,000

9,456,270

SABMiller PLC

7/3/07 to 8/24/07

5.39 to 5.41

3,000,000

2,991,369

Spectra Energy Capital LLC

7/2/07 to 7/10/07

5.37 to 5.46 (b)

3,000,000

2,998,359

Stratford Receivables Co. LLC

7/11/07 to 8/10/07

5.34 to 5.38

18,000,000

17,932,233

Textron Financial Corp.

7/5/07 to 7/6/07

5.34

4,000,000

3,997,347

Textron, Inc.

7/9/07

5.35

2,000,000

1,997,638

Time Warner Cable, Inc.

7/9/07 to 9/24/07

5.39 to 5.45

13,000,000

12,889,442

Time Warner, Inc.

7/9/07 to 9/26/07

5.40 to 5.45 (b)

19,000,000

18,846,490

Due Date

Yield (a)

Principal Amount

Value

Virginia Electric & Power Co.

7/3/07

5.38%

$ 3,000,000

$ 2,999,105

White Pine Finance LLC

7/2/07

5.32 (b)

8,000,000

7,998,822

Wisconsin Energy Corp.

7/13/07 to 9/21/07

5.36 to 5.46

5,750,000

5,706,056

Xcel Energy, Inc.

10/10/07

5.49

2,000,000

1,970,037

XTO Energy, Inc.

7/9/07

5.40

1,250,000

1,248,520

Zenith Funding Corp.

9/5/07 to 9/7/07

5.34 (b)

6,000,000

5,941,737

TOTAL COMMERCIAL PAPER

378,222,971

Master Notes - 3.4%

Asset Funding Co. III LLC

7/5/07

5.38 to 5.39 (c)(g)

26,000,000

26,000,000

Bear Stearns & Co., Inc.

12/26/07

5.38 (c)

13,000,000

13,000,000

Countrywide Commercial Real Estate Finance, Inc.

7/2/07

5.53 (c)

28,000,000

28,000,000

Lehman Brothers Holdings, Inc.

7/11/07 to 10/29/07

5.43 to 5.53 (c)(g)

9,000,000

9,000,000

Lehman Commercial Paper, Inc.

7/2/07

5.53 (c)(g)

9,000,000

9,000,000

TOTAL MASTER NOTES

85,000,000

Medium-Term Notes - 32.5%

AIG Matched Funding Corp.

8/15/07

5.35 (c)

22,000,000

22,000,000

9/17/07 to 11/15/07

5.35 to 5.37 (b)(c)

26,000,000

26,000,000

Allstate Life Global Funding II

7/27/07

5.35 (b)(c)

1,000,000

1,000,000

Australia & New Zealand Banking Group Ltd.

7/23/07

5.34 (b)(c)

5,000,000

5,000,000

Banco Santander Totta SA

7/16/07

5.32 (b)(c)

15,000,000

15,000,000

Banesto SA

7/18/07

5.33 (b)(c)

12,000,000

12,000,000

Bank of New York Co., Inc.

7/27/07

5.38 (b)(c)

15,000,000

15,000,000

Banque Federative du Credit Mutuel (BFCM)

7/13/07

5.32 (b)(c)

12,000,000

12,000,000

Medium-Term Notes - continued

Due Date

Yield (a)

Principal Amount

Value

Bayerische Landesbank Girozentrale

7/16/07 to 8/20/07

5.37 to 5.40% (c)

$ 25,000,000

$ 25,000,000

BMW U.S. Capital LLC

7/16/07

5.34 (c)

2,000,000

2,000,000

7/5/07

5.30 (b)(c)

2,000,000

2,000,000

BNP Paribas SA

7/2/07

5.27 (c)

10,000,000

9,999,990

Caixa Catalunya

9/7/07

5.37 (c)

8,000,000

8,000,000

Caja de Ahorros Pens Barcelona

10/23/07

5.36 (b)(c)

19,000,000

19,000,000

Caja Madrid SA

7/19/07

5.36 (c)

7,000,000

7,000,000

Calyon New York Branch

7/2/07

5.26 (c)

8,000,000

7,999,991

7/30/07

5.28 (c)

18,000,000

17,993,750

CIT Group, Inc.

9/20/07

5.59 (c)

1,000,000

1,000,528

Commonwealth Bank of Australia

7/24/07

5.32 (c)

21,430,000

21,431,926

Compagnie Financiere du Credit Mutuel

9/10/07

5.35 (c)

7,000,000

7,000,000

Countrywide Bank, Alexandria Virginia

7/16/07 to 7/23/07

5.33 (c)

7,000,000

6,999,866

Credit Agricole SA

7/23/07

5.33 (c)

16,000,000

16,000,000

9/24/07

5.33 (b)(c)

9,000,000

9,000,000

Cullinan Finance Corp.

8/24/07 to 4/15/08

5.32 to 5.36 (b)(c)

31,000,000

30,999,395

Cullinan Finance Ltd./Corp.

5/27/08 to 6/12/08

5.35 to 5.40 (b)

24,000,000

24,000,000

DnB NOR Bank ASA

7/25/07

5.32 (b)(c)

27,000,000

26,999,957

Harrier Finance Funding LLC

7/11/07

5.30 (b)(c)

1,000,000

999,838

HBOS Treasury Services PLC

7/9/07

5.31 (b)(c)

10,600,000

10,599,434

9/24/07

5.43 (c)

20,000,000

20,000,000

HSBC Finance Corp.

7/6/07 to 7/24/07

5.33 to 5.37 (c)

26,000,000

26,000,000

HSBC USA, Inc.

7/16/07

5.32 (c)

5,000,000

5,000,000

HSH Nordbank AG

7/23/07

5.33 to 5.38 (b)(c)

20,000,000

19,999,992

Due Date

Yield (a)

Principal Amount

Value

ING USA Annuity & Life Insurance Co.

9/24/07

5.45% (c)(g)

$ 3,000,000

$ 3,000,000

Intesa Bank Ireland PLC

7/25/07

5.32 (b)(c)

20,000,000

20,000,000

K2 (USA) LLC

9/10/07

5.32 (b)(c)

6,000,000

5,999,885

Kestrel Funding PLC/US LLC

7/2/07

5.34 (b)(c)

1,000,000

1,000,000

Merrill Lynch & Co., Inc.

7/5/07 to 7/16/07

5.33 to 5.57 (c)

28,000,000

28,002,772

Metropolitan Life Global Funding I

7/6/07 to 7/30/07

5.35 to 5.43 (b)(c)

8,884,000

8,884,000

Morgan Stanley

7/2/07 to 9/7/07

5.38 to 5.44 (c)

29,073,000

29,076,153

National Rural Utils. Coop. Finance Corp.

7/5/07

5.30 (c)

1,000,000

1,000,000

Nightingale Finance Ltd./LLC

3/18/08

5.45 (b)

3,000,000

2,999,791

Nordea Bank AB

7/2/07

5.26 (c)

13,000,000

12,999,986

Pacific Life Global Funding

7/5/07

5.39 (b)(c)

3,000,000

3,000,822

RACERS

7/23/07

5.37 (b)(c)

15,000,000

15,000,000

Royal Bank of Scotland PLC

7/23/07

5.33 (b)(c)

10,000,000

10,000,000

Security Life of Denver Insurance Co.

8/28/07

5.45 (c)(g)

2,000,000

2,000,000

Sigma Finance, Inc.

7/13/07 to 9/28/07

5.32 to 5.33 (b)(c)

40,000,000

39,997,450

Skandinaviska Enskilda Banken AB

7/6/07 to 9/24/07

5.27 to 5.34 (c)

40,000,000

39,997,082

Societe Generale

7/2/07

5.27 (c)

20,000,000

19,999,985

7/2/07

5.31 (b)(c)

9,000,000

9,000,333

Southern Co.

9/20/07

5.37 (c)

2,000,000

2,000,000

UniCredito Italiano Bank (Ireland) PLC

7/9/07 to 7/16/07

5.33 to 5.34 (b)(c)

39,500,000

39,499,979

UniCredito Italiano SpA, New York

8/20/07 to 9/13/07

5.33 to 5.36 (c)

34,000,000

33,999,415

Verizon Communications, Inc.

9/17/07

5.36 (c)

14,000,000

14,000,000

Medium-Term Notes - continued

Due Date

Yield (a)

Principal Amount

Value

Washington Mutual Bank

8/16/07 to 8/20/07

5.34 to 5.40% (c)

$ 11,500,000

$ 11,500,740

8/24/07

5.34 (b)(c)

20,000,000

20,000,000

WestLB AG

7/10/07 to 9/28/07

5.38 to 5.41 (b)(c)

13,000,000

13,000,000

TOTAL MEDIUM-TERM NOTES

818,983,060

Short-Term Notes - 2.8%

Jackson National Life Insurance Co.

7/1/07

5.40 (c)(g)

7,000,000

7,000,000

Metropolitan Life Insurance Co.

7/2/07 to 8/1/07

5.45 to 5.48 (c)(g)

15,000,000

15,000,000

Monumental Life Insurance Co.

7/2/07

5.46 to 5.49 (c)(g)

10,000,000

10,000,000

New York Life Insurance Co.

6/30/07

5.43 (c)(g)

30,000,000

30,000,000

Transamerica Occidental Life Insurance Co.

8/1/07

5.53 (c)(g)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

72,000,000

Asset-Backed Securities - 1.7%

Aardvark ABS CDO

7/6/07

5.40 (b)(c)

9,000,000

9,000,000

Le Monde CDO I PLC / LLC

7/5/07

5.35 (b)(c)

10,000,000

9,999,000

Master Funding Trust I

7/25/07 to 7/26/07

5.35 (c)

9,000,000

9,000,000

7/25/07

5.35 (b)(c)

2,000,000

2,000,000

PASA Funding 2007 Ltd.

7/9/07

5.33 (b)(c)

12,000,000

12,000,000

Wind Trust

7/25/07

5.32 (b)(c)

1,000,000

1,000,000

TOTAL ASSET-BACKED SECURITIES

42,999,000

Municipal Securities - 1.6%

California Gen. Oblig. Participating VRDN

7/6/07

3.75 (c)(e)

2,000,000

2,000,000

Catholic Health Initiatives

8/8/07 to 9/6/07

5.34 to 5.37

10,700,000

10,700,000

Gainesville & Hall County Hosp. Auth. Rev., VRDN

7/6/07

3.74 (c)

3,000,000

3,000,000

Massachusetts Bay Trans. Auth. Sales Tax Rev. Participating VRDN Series PT 2459

7/6/07

3.76 (c)(e)

7,000,000

6,999,999

Due Date

Yield (a)

Principal Amount

Value

New York City Hsg. Dev. Corp. Multi-family Mortgage Rev. Series A, VRDN

7/6/07

3.77% (c)(d)

$ 4,300,000

$ 4,300,000

Texas Gen. Oblig. Series E, VRDN

7/6/07

5.38 (c)

13,560,000

13,560,000

TOTAL MUNICIPAL SECURITIES

40,559,999

Repurchase Agreements - 24.6%

Maturity Amount

In a joint trading account at 5.4% dated 6/29/07 due 7/2/07 (Collateralized by U.S. Government Obligations) #

$ 620,279

620,000

With:

Banc of America Securities LLC at:

5.43%, dated 6/29/07 due 7/2/07 (Collateralized by Commercial Paper Obligations valued at $104,040,001, 0%, 7/2/07 - 9/25/07)

102,046,155

102,000,000

5.51%, dated 6/29/07 due 7/2/07 (Collateralized by Mortgage Loan Obligations valued at $22,050,000, 6.52% - 9.32%, 4/25/35 - 10/25/46)

21,009,643

21,000,000

Citigroup Global Markets, Inc. at 5.43%, dated 6/29/07 due 7/2/07 (Collateralized by Commercial Paper Obligations valued at $116,280,000, 0%, 7/2/07 - 9/21/07)

114,051,538

114,000,000

Deutsche Bank Securities, Inc. at 5.36%, dated:

4/19/07 due 7/19/07 (Collateralized by Mortgage Loan Obligations valued at $6,300,000, 7.38%, 9/19/35)

6,081,293

6,000,000

4/30/07 due 7/30/07 (Collateralized by Equity Securities valued at $9,450,008)

9,121,940

9,000,000

5/2/07 due 8/7/07 (Collateralized by Mortgage Loan Obligations valued at $9,450,000, 5.54%, 6/10/46)

9,129,980

9,000,000

5/14/07 due 8/13/07 (Collateralized by Mortgage Loan Obligations valued at $12,600,001, 4.91% - 5.5%, 11/25/35 - 8/13/42)

12,162,587

12,000,000

5/15/07 due 8/14/07 (Collateralized by Mortgage Loan Obligations valued at $12,600,000, 5.5% - 6.8%, 11/25/35 - 7/25/46)

12,162,587

12,000,000

Repurchase Agreements - continued

Maturity Amount

Value

With: - continued

Deutsche Bank Securities, Inc. at 5.36%, dated:

6/11/07 due 7/11/07 (Collateralized by Mortgage Loan Obligations valued at $7,350,001, 6.19% - 6.38%, 12/18/10 - 3/25/47)

$ 7,031,267

$ 7,000,000

Goldman Sachs & Co. at:

5.47%, dated 5/25/07 due 8/29/07 (Collateralized by Corporate Obligations valued at $6,120,001, 5.51%, 6/2/42) (c)(f)

6,087,520

6,000,000

5.48%, dated 5/24/07 due 8/31/07 (Collateralized by Corporate Obligations valued at $24,150,000, 7.38% - 7.63%, 5/15/11 - 6/1/16) (c)(f)

23,346,610

23,000,000

J.P. Morgan Securities, Inc. at 5.48%, dated 6/29/07 due 8/8/07 (Collateralized by Mortgage Loan Obligations valued at $19,047,086, 5.44% - 6.13%, 8/25/34 - 7/12/44) (c)(f)

18,109,600

18,000,000

Lehman Brothers, Inc. at:

5.32%, dated 4/30/07 due 7/30/07 (Collateralized by Mortgage Loan Obligations valued at $7,350,121, 0.41% - 2.78%, 8/25/16 - 2/15/35)

7,094,134

7,000,000

5.36%, dated 4/30/07 due 7/30/07 (Collateralized by Mortgage Loan Obligations valued at $5,253,425, 8.23%, 12/19/36)

5,067,744

5,000,000

5.41%, dated 3/15/07 due 9/13/07 (Collateralized by Corporate Obligations valued at $6,120,140, 6.63% - 9.5%, 2/1/13 - 1/15/18) (c)(f)

6,164,103

6,000,000

5.5%, dated 6/29/07 due 7/2/07 (Collateralized by Commercial Paper Obligations valued at $76,446,755, 0%, 7/12/07 - 2/25/36)

74,033,917

74,000,000

Merrill Lynch, Pierce, Fenner & Smith at:

5.43%, dated 6/29/07 due 7/2/07 (Collateralized by Corporate Obligations valued at $85,684,576, 5.25% - 7%, 6/25/12 - 9/1/22)

84,037,975

84,000,000

5.49%, dated 4/17/07 due 7/17/07 (Collateralized by Corporate Obligations valued at $13,696,551, 3.5% - 10.13%, 4/15/08 - 8/1/34) (c)(f)

13,180,408

13,000,000

Maturity Amount

Value

With: - continued

Morgan Stanley & Co. at:

5.36%, dated 6/29/07 due 8/8/07 (Collateralized by Mortgage Loan Obligations valued at $19,047,086, 5.04% - 6.13%, 8/25/34 - 7/12/44)

$ 18,107,200

$ 18,000,000

5.45%, dated 6/29/07 due 7/2/07 (Collateralized by Commercial Paper Obligations valued at $76,446,755, 0%, 7/12/07 - 2/25/36)

74,033,608

74,000,000

TOTAL REPURCHASE AGREEMENTS

620,620,000

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $2,528,938,217)

2,528,938,217

NET OTHER ASSETS - (0.3)%

(6,912,827)

NET ASSETS - 100%

$ 2,522,025,390

Security Type Abbreviation

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) Yield represents either the annualized yield at the date of purchase, or the stated coupon rate, or, for floating rate securities, the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $544,092,209 or 21.6% of net assets.

(c) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end. Due dates for these security types are the next interest rate reset date or, when applicable, the final maturity date.

(d) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(e) Provides evidence of ownership in one or more underlying municipal bonds.

(f) The maturity amount is based on the rate at period end.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $121,000,000 or 4.8% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

Asset Funding Co. III LLC:
5.38%, 7/5/07

11/7/06

$ 13,000,000

5.39%, 7/5/07

8/29/06

$ 13,000,000

ING USA Annuity & Life Insurance Co. 5.45%, 9/24/07

6/23/05

$ 3,000,000

Jackson National Life Insurance Co. 5.40%, 7/1/07

3/31/03

$ 7,000,000

Lehman Brothers Holdings, Inc.:
5.43%, 7/11/07

1/10/07

$ 6,000,000

5.53%, 10/29/07

12/11/06

$ 3,000,000

Lehman Commercial Paper, Inc. 5.53%, 7/2/07

3/29/07

$ 9,000,000

Metropolitan Life Insurance Co.:
5.45%, 7/2/07

3/26/02

$ 10,000,000

5.48%, 8/1/07

2/24/03

$ 5,000,000

Monumental Life Insurance Co.:
5.46%, 7/2/07

9/17/98

$ 5,000,000

5.49%, 7/2/07

3/12/99

$ 5,000,000

New York Life Insurance Co. 5.43%, 6/30/07

2/28/02 - 12/19/02

$ 30,000,000

Security Life of Denver Insurance Co. 5.45%, 8/28/07

8/26/05

$ 2,000,000

Transamerica Occidental Life Insurance Co. 5.53%, 8/1/07

4/28/00

$ 10,000,000

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

Repurchase Agreement / Counterparty

Value

$620,000 due 7/02/07 at 5.40%

ABN AMRO Bank N.V., New York Branch

$ 95,951

Bank of America, NA

143,929

Barclays Capital, Inc.

73,302

Bear Stearns & Co., Inc.

14,163

Citigroup Global Markets, Inc.

143,929

Countrywide Securities Corp.

76,762

Greenwich Capital Markets, Inc.

23,988

HSBC Securities (USA), Inc.

47,976

$ 620,000

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $342,158 of which $61,748, $174,987 and $105,423 will expire on December 31, 2011, 2012 and 2013, respectively.

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

VIP Money Market Portfolio

VIP Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $620,620,000) - See accompanying schedule:

Unaffiliated issuers
(cost $2,528,938,217)

$ 2,528,938,217

Cash

22,680

Receivable for fund shares sold

4,048,840

Interest receivable

12,008,212

Prepaid expenses

4,937

Total assets

2,545,022,886

Liabilities

Payable for investments purchased

$ 19,000,000

Payable for fund shares redeemed

2,821,115

Distributions payable

347,156

Accrued management fee

475,441

Distribution fees payable

21,498

Other affiliated payables

195,603

Other payables and accrued expenses

136,683

Total liabilities

22,997,496

Net Assets

$ 2,522,025,390

Net Assets consist of:

Paid in capital

$ 2,522,302,065

Undistributed net investment income

55,840

Accumulated undistributed net realized gain (loss) on investments

(332,515)

Net Assets

$ 2,522,025,390

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value
, offering price and redemption price per share ($1,444,751,143 ÷ 1,445,058,206 shares)

$ 1.00

Service Class:
Net Asset Value
, offering price and redemption price per share ($42,133,246 ÷ 42,136,629 shares)

$ 1.00

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($88,184,270 ÷ 88,186,826 shares)

$ 1.00

Investor Class:
Net Asset Value
, offering price and redemption price per share ($946,956,731 ÷ 946,895,118 shares)

$ 1.00

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

Semiannual Report

VIP Money Market Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Interest (including $94,782 from affiliated interfund lending)

$ 61,701,348

Expenses

Management fee

$ 2,692,818

Transfer agent fees

973,939

Distribution fees

129,408

Accounting fees and expenses

109,143

Custodian fees and expenses

21,457

Independent trustees' compensation

3,570

Audit

26,249

Legal

2,392

Miscellaneous

151,926

Total expenses before reductions

4,110,902

Expense reductions

(3,752)

4,107,150

Net investment income

57,594,198

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

9,643

Net increase in net assets resulting from operations

$ 57,603,841

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 57,594,198

$ 94,771,310

Net realized gain (loss)

9,643

46,850

Net increase in net assets resulting from operations

57,603,841

94,818,160

Distributions to shareholders from net investment income

(57,585,371)

(94,777,417)

Share transactions - net increase (decrease)

165,403,681

810,408,342

Total increase (decrease) in net assets

165,422,151

810,449,085

Net Assets

Beginning of period

2,356,603,239

1,546,154,154

End of period (including undistributed net investment income of $55,840 and undistributed net investment income of $47,013, respectively)

$ 2,522,025,390

$ 2,356,603,239

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

VIP Money Market Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.025

.048

.030

.012

.010

.017

Distributions from net investment income

(.025)

(.048)

(.030)

(.012)

(.010)

(.017)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C, D

2.56%

4.87%

3.03%

1.21%

1.00%

1.69%

Ratios to Average Net Assets E

Expenses before reductions

.33% A

.33%

.29%

.29%

.29%

.29%

Expenses net of fee waivers, if any

.33% A

.33%

.29%

.29%

.29%

.29%

Expenses net of all reductions

.33% A

.33%

.29%

.29%

.29%

.29%

Net investment income

5.07% A

4.84%

3.00%

1.18%

1.00%

1.68%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,444,751

$ 1,634,441

$ 1,347,642

$ 1,392,449

$ 1,817,440

$ 2,705,069

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.025

.047

.029

.011

.009

.016

Distributions from net investment income

(.025)

(.047)

(.029)

(.011)

(.009)

(.016)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C, D

2.50%

4.76%

2.92%

1.10%

.90%

1.61%

Ratios to Average Net Assets E

Expenses before reductions

.44% A

.43%

.40%

.40%

.38%

.39%

Expenses net of fee waivers, if any

.44% A

.43%

.40%

.40%

.38%

.39%

Expenses net of all reductions

.44% A

.43%

.40%

.40%

.38%

.39%

Net investment income

4.96% A

4.73%

2.88%

1.08%

.91%

1.58%

Supplemental Data

Net assets, end of period (000 omitted)

$ 42,133

$ 56,502

$ 20,987

$ 13,905

$ 19,606

$ 8,017

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.024

.045

.027

.009

.007

.014

Distributions from net investment income

(.024)

(.045)

(.027)

(.009)

(.007)

(.014)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C, D

2.43%

4.61%

2.77%

.95%

.75%

1.45%

Ratios to Average Net Assets E

Expenses before reductions

.58% A

.58%

.54%

.55%

.54%

.54%

Expenses net of fee waivers, if any

.58% A

.58%

.54%

.55%

.54%

.54%

Expenses net of all reductions

.58% A

.58%

.54%

.55%

.54%

.54%

Net investment income

4.82% A

4.59%

2.90%

.93%

.75%

1.43%

Supplemental Data

Net assets, end of period (000 omitted)

$ 88,184

$ 85,647

$ 51,301

$ 20,899

$ 3,068

$ 47,604

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

Net investment income

.025

.047

.016

Distributions from net investment income

(.025)

(.047)

(.016)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

Total Return B, C, D

2.53%

4.81%

1.58%

Ratios to Average Net Assets F

Expenses before reductions

.39% A

.39%

.36% A

Expenses net of fee waivers, if any

.39% A

.39%

.36% A

Expenses net of all reductions

.39% A

.39%

.36% A

Net investment income

5.02% A

4.78%

3.72% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 946,957

$ 580,013

$ 126,224

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

VIP Money Market Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Money Market Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the trust) (formerly of Variable Insurance Products Fund) and is authorized to issue an unlimited number of shares. Effective April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Fund's investment strategies or Fidelity Management & Research Company's (FMR) management of the Fund. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to deferred trustees compensation and capital loss carryforwards.

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

Unrealized appreciation

$ -

Unrealized depreciation

-

Net unrealized appreciation (depreciation)

$ -

Cost for federal income tax purposes

$ 2,528,938,217

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Operating Policies.

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

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is calculated on the basis of a group fee rate plus a total income-based component. The group fee rate averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. The total income-based component is calculated according to a graduated schedule providing for different rates based on the Fund's gross annualized yield. The rate increases as the Fund's gross yield increases.

During the period the income-based portion of this fee was $1,355,426 or an annualized rate of .12% of the Fund's average net assets. For the period, the Fund's total annualized management fee rate was .24% of the Fund's average net assets.

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

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

Service Class

$ 23,671

Service Class 2

105,737

$ 129,408

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .12% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 487,696

Service Class

18,265

Service Class 2

28,592

Investor Class

439,386

$ 973,939

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

VIP Money Market Portfolio

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Lender

$ 17,090,054

5.40%

5. Expense Reductions.

Through arrangements with the fund's custodian credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $3,752.

6. Other.

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

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

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 36,372,035

$ 73,972,014

Service Class

1,171,196

1,192,586

Service Class 2

2,026,214

3,206,476

Investor Class

18,015,926

16,406,341

Total

$ 57,585,371

$ 94,777,417

8. Share Transactions.

Transactions for each class of shares at a $1.00 per share were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

Initial Class
Shares sold

278,663,181

805,545,671

Reinvestment of distributions

36,428,949

73,673,472

Shares redeemed

(504,785,530)

(592,412,576)

Net increase (decrease)

(189,693,400)

286,806,567

Service Class
Shares sold

32,599,506

99,908,819

Reinvestment of distributions

1,180,992

1,179,497

Shares redeemed

(48,147,448)

(65,574,755)

Net increase (decrease)

(14,366,950)

35,513,561

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Share Transactions - continued

Six months ended
June 30,
2007

Year ended
December 31,
2006

Service Class 2
Shares sold

41,139,424

87,110,784

Reinvestment of distributions

2,037,328

3,189,428

Shares redeemed

(40,638,364)

(55,956,973)

Net increase (decrease)

2,538,388

34,343,239

Investor Class
Shares sold

394,817,760

560,339,731

Reinvestment of distributions

18,046,172

16,261,969

Shares redeemed

(45,938,289)

(122,856,725)

Net increase (decrease)

366,925,643

453,744,975

VIP Money Market Portfolio

Board Approval of Investment Advisory Contracts and Management Fees

VIP Money Market Portfolio

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in June 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

Each year, typically in June, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. The Board noted that, since the last Advisory Contract renewals in June 2006, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fee on Fidelity Advisor Floating Rate High Income Fund; (iii) contractually agreeing to reduce the management fees on Fidelity's California, Massachusetts, New Jersey, and New York AMT Tax-Free Money Market Funds, launching new Institutional Classes and Service Classes of these funds, and contractually agreeing to impose expense limitations on these funds; (iv) eliminating the exchange fee on the Fidelity Select Portfolios and reducing the pricing and bookkeeping fee rates for these funds; (v) reducing the maximum transfer agency fee rates on high income funds and certain equity funds; (vi) proposing amended management contracts that, if approved by shareholders, will add a performance adjustment component to the management fees paid by 18 Fidelity Advisor equity funds; (vii) contractually agreeing to reduce fees for Ultra-Short Central Fund and the money market Central Funds; (viii) waiving the Fidelity Advisor funds' contingent deferred sales charge on certain redemptions made through systematic withdrawal programs; and (ix) amending the management contracts for equity and fixed-income funds whose management contracts incorporate a "group fee" structure by adding four new fee "breakpoints" to the group fee rate schedules.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the cumulative total returns of Initial Class and Service Class 2 of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

VIP Money Market Portfolio

VIP Money Market Portfolio

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Initial Class of the fund was in the first quartile for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 3% means that 97% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board. The Board also recognized that the income-based component of the fund's management fee varies depending on the level of the fund's monthly gross income, providing for higher fees at higher income levels, and for lower fees at lower income levels.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Money Market Portfolio

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2006. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Initial Class, Service Class and Investor Class ranked below its competitive median for 2006, and the total expenses of Service Class 2 ranked above its competitive median for 2006. The Board noted that the fund offers multiple classes, each of which has a different 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

VIP Money Market Portfolio

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. In connection with the renewal of the fund's management contract, the Board approved amendments to the fund's management contract that added four new fee breakpoints to the group fee rate schedule for assets under FMR's management above $1,386 billion. The Board considered that the group fee rate declines under both the present and amended schedules, but that under the amended schedule, the group fee rate declines faster as assets under FMR's management exceed $1,386 billion. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) Fidelity's fund profitability methodology, profitability by investment discipline, and profitability trends within certain funds; (ii) Fidelity's compensation structure relative to competitors and its effect on profitability; (iii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iv) the total expenses of certain funds and classes relative to competitors; (v) fund performance trends; (vi) fall-out benefits received by certain Fidelity affiliates; and (vii) Fidelity's fee structures.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments Money Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agents

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPMM-SANN-0807
1.705628.109

Fidelity® Variable Insurance Products:

Asset ManagerSM Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Asset Manager Portfolio

VIP Asset Manager Portfolio

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, 2007 to June 30, 2007).

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,075.40

$ 3.24

HypotheticalA

$ 1,000.00

$ 1,021.67

$ 3.16

Service Class

Actual

$ 1,000.00

$ 1,074.00

$ 3.81

HypotheticalA

$ 1,000.00

$ 1,021.12

$ 3.71

Service Class 2

Actual

$ 1,000.00

$ 1,073.20

$ 4.57

HypotheticalA

$ 1,000.00

$ 1,020.38

$ 4.46

Investor Class

Actual

$ 1,000.00

$ 1,074.20

$ 3.86

HypotheticalA

$ 1,000.00

$ 1,021.08

$ 3.76

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.63%

Service Class

.74%

Service Class 2

.89%

Investor Class

.75%

Semiannual Report

VIP Asset Manager Portfolio

Investment Changes

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each Fidelity Central Fund.

Top Five Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Research In Motion Ltd.

1.2

0.7

Valero Energy Corp.

1.2

0.8

Monsanto Co.

1.2

0.8

AT&T, Inc.

1.0

1.0

Ultra Petroleum Corp.

0.9

0.8

5.5

Top Five Bond Issuers as of June 30, 2007

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

9.7

5.7

Fannie Mae

9.4

10.2

Freddie Mac

2.7

2.4

Government National Mortgage Association

0.8

0.9

Morgan Stanley Capital I Trust

0.4

0.0

23.0

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

10.8

9.1

Financials

8.9

12.6

Information Technology

7.7

6.9

Consumer Discretionary

6.0

7.5

Materials

5.7

3.4

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stock Class and
Equity Futures 49.0%

Stock Class and
Equity Futures 50.1%

Bond Class 47.4%

Bond Class 44.4%

Short-Term Class 3.6%

Short-Term Class 5.5%

* Foreign
investments

17.2%

** Foreign
investments

18.3%

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.

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

VIP Asset Manager Portfolio

VIP Asset Manager Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 45.1%

Shares

Value

CONSUMER DISCRETIONARY - 4.1%

Diversified Consumer Services - 0.3%

Sotheby's Class A (ltd. vtg.)

138,800

$ 6,387,576

Hotels, Restaurants & Leisure - 1.3%

Burger King Holdings, Inc.

252,000

6,637,680

CKE Restaurants, Inc.

77,000

1,545,390

Hilton Hotels Corp.

109,900

3,678,353

McDonald's Corp.

148,200

7,522,632

Nissin Healthcare Food Service Co.

29,700

385,840

Starwood Hotels & Resorts Worldwide, Inc.

42,100

2,823,647

Vail Resorts, Inc. (a)

48,700

2,964,369

25,557,911

Household Durables - 0.1%

Koninklijke Philips Electronics NV

38,100

1,612,392

Internet & Catalog Retail - 0.6%

Priceline.com, Inc. (a)

161,100

11,074,014

Media - 0.3%

Comcast Corp. Class A (special) (non-vtg.)

77,450

2,165,502

SES SA FDR unit

63,862

1,382,893

Virgin Media, Inc.

103,650

2,525,951

6,074,346

Multiline Retail - 0.3%

Kohl's Corp. (a)

36,800

2,613,904

Saks, Inc.

151,600

3,236,660

5,850,564

Specialty Retail - 0.3%

PETsMART, Inc.

99,700

3,235,265

Tiffany & Co., Inc.

41,500

2,201,990

5,437,255

Textiles, Apparel & Luxury Goods - 0.9%

Burberry Group PLC

124,100

1,712,040

Coach, Inc. (a)

86,000

4,075,540

Crocs, Inc. (a)(d)

77,000

3,313,310

Polo Ralph Lauren Corp. Class A

32,300

3,168,953

VF Corp.

59,700

5,467,326

17,737,169

TOTAL CONSUMER DISCRETIONARY

79,731,227

CONSUMER STAPLES - 1.6%

Food Products - 0.7%

Cresud S.A.C.I.F. y A. sponsored ADR

44,500

951,855

Nestle SA sponsored ADR

19,200

1,836,480

Nutreco Holding NV

21,900

1,604,977

Saskatchewan Wheat Pool, Inc. (a)

7,300

75,313

Saskatchewan Wheat Pool, Inc. (a)(e)

204,600

2,110,823

Tyson Foods, Inc. Class A

309,700

7,135,488

13,714,936

Shares

Value

Personal Products - 0.3%

Avon Products, Inc.

30,700

$ 1,128,225

Bare Escentuals, Inc.

87,600

2,991,540

Kose Corp.

80,600

2,283,972

6,403,737

Tobacco - 0.6%

Altria Group, Inc.

138,500

9,714,390

Philip Morris CR AS

3,205

1,666,286

11,380,676

TOTAL CONSUMER STAPLES

31,499,349

ENERGY - 9.2%

Energy Equipment & Services - 2.1%

GlobalSantaFe Corp.

21,500

1,553,375

Nabors Industries Ltd. (a)

113,800

3,798,644

Oceaneering International, Inc. (a)

90,100

4,742,864

Schlumberger Ltd. (NY Shares)

97,800

8,307,132

Smith International, Inc.

88,100

5,166,184

Transocean, Inc. (a)

80,500

8,531,390

W-H Energy Services, Inc. (a)

23,600

1,461,076

Weatherford International Ltd. (a)

111,900

6,181,356

39,742,021

Oil, Gas & Consumable Fuels - 7.1%

Apache Corp.

48,900

3,989,751

Cabot Oil & Gas Corp.

205,000

7,560,400

Cameco Corp.

227,700

11,542,643

Canadian Natural Resources Ltd.

30,800

2,046,491

China Coal Energy Co. Ltd. (H Shares)

182,000

272,795

DMCI Holdings, Inc.

2,135,000

434,206

EOG Resources, Inc.

76,300

5,574,478

Exxon Mobil Corp.

187,400

15,719,112

Marathon Oil Corp.

160,000

9,593,600

NuVista Energy Ltd. (a)

43,100

586,670

Petroplus Holdings AG

118,710

12,224,720

ProEx Energy Ltd. (a)

55,800

785,731

Quicksilver Resources, Inc. (a)

19,700

878,226

Range Resources Corp.

14,200

531,222

Semirara Mining Corp.

814,700

511,171

Suncor Energy, Inc.

14,100

1,270,158

Sunoco, Inc.

115,200

9,179,136

Tesoro Corp.

93,700

5,354,955

Ultra Petroleum Corp. (a)

327,700

18,102,148

Uranium One, Inc.

225,900

2,877,694

Valero Energy Corp.

304,700

22,505,142

Williams Companies, Inc.

163,300

5,163,546

136,703,995

TOTAL ENERGY

176,446,016

FINANCIALS - 4.2%

Capital Markets - 1.1%

Charles Schwab Corp.

154,100

3,162,132

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Franklin Resources, Inc.

55,500

$ 7,352,085

Goldman Sachs Group, Inc.

20,800

4,508,400

Julius Baer Holding AG (Bearer)

38,904

2,799,330

Pampa Holding SA (a)

765,827

686,074

T. Rowe Price Group, Inc.

38,800

2,013,332

20,521,353

Commercial Banks - 1.2%

Banco Bradesco SA (PN) sponsored ADR

277,800

6,697,758

Banco Daycoval SA

95,600

862,337

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

199,800

8,879,112

Raiffeisen International Bank Holding AG

9,200

1,465,516

Shinsei Bank Ltd.

470,000

1,900,455

Uniao de Bancos Brasileiros SA (Unibanco) GDR

30,100

3,397,387

23,202,565

Consumer Finance - 0.2%

SFCG Co. Ltd.

7,340

1,229,492

Takefuji Corp.

55,120

1,852,848

3,082,340

Insurance - 1.5%

Aioi Insurance Co. Ltd.

192,000

1,248,717

Benfield Group PLC

253,400

1,644,866

MetLife, Inc.

138,200

8,911,136

Millea Holdings, Inc.

36,930

1,517,260

Mitsui Sumitomo Insurance Co. Ltd.

86,000

1,104,677

Prudential Financial, Inc.

149,200

14,506,716

28,933,372

Real Estate Investment Trusts - 0.2%

Annaly Capital Management, Inc.

344,700

4,970,574

Real Estate Management & Development - 0.0%

Inversiones y Representaciones SA sponsored GDR (a)

21,500

397,750

TOTAL FINANCIALS

81,107,954

HEALTH CARE - 4.7%

Biotechnology - 1.6%

Actelion Ltd. (Reg.) (a)

31,410

1,405,171

Celgene Corp. (a)

283,700

16,264,521

CSL Ltd.

11,100

828,278

Gilead Sciences, Inc. (a)

306,000

11,863,620

30,361,590

Health Care Equipment & Supplies - 0.9%

Beckman Coulter, Inc.

63,900

4,133,052

Becton, Dickinson & Co.

73,800

5,498,100

Cytyc Corp. (a)

155,800

6,716,538

Synthes, Inc.

17,205

2,068,938

18,416,628

Shares

Value

Health Care Providers & Services - 0.7%

Humana, Inc. (a)

136,500

$ 8,314,215

Medco Health Solutions, Inc. (a)

72,900

5,685,471

13,999,686

Pharmaceuticals - 1.5%

Elan Corp. PLC sponsored ADR (a)

486,800

10,675,524

Merck & Co., Inc.

251,600

12,529,680

Sanofi-Aventis sponsored ADR

42,600

1,715,502

Takeda Pharamaceutical Co. Ltd.

51,000

3,296,200

28,216,906

TOTAL HEALTH CARE

90,994,810

INDUSTRIALS - 3.8%

Aerospace & Defense - 0.7%

DRS Technologies, Inc.

25,000

1,431,750

General Dynamics Corp.

46,800

3,660,696

L-3 Communications Holdings, Inc.

89,600

8,726,144

13,818,590

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

117,000

4,416,750

Construction & Engineering - 0.0%

Samwhan Corp.

13,510

475,267

Electrical Equipment - 0.5%

ABB Ltd. sponsored ADR

445,700

10,072,820

Industrial Conglomerates - 0.9%

Hutchison Whampoa Ltd.

397,000

3,942,481

McDermott International, Inc. (a)

150,100

12,476,312

16,418,793

Machinery - 1.2%

Caterpillar, Inc.

143,800

11,259,540

CNH Global NV

7,200

367,848

Cummins, Inc.

51,700

5,232,557

Deere & Co.

11,700

1,412,658

Kubota Corp.

262,000

2,127,314

MAN AG

18,600

2,687,495

23,087,412

Road & Rail - 0.3%

Burlington Northern Santa Fe Corp.

30,700

2,613,798

Kansas City Southern

83,700

3,142,098

5,755,896

TOTAL INDUSTRIALS

74,045,528

INFORMATION TECHNOLOGY - 7.2%

Communications Equipment - 2.1%

Cisco Systems, Inc. (a)

208,700

5,812,295

Harris Corp.

48,200

2,629,310

Infinera Corp.

84,600

2,108,232

QUALCOMM, Inc.

123,000

5,336,970

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Research In Motion Ltd. (a)

114,700

$ 22,938,853

Sonus Networks, Inc. (a)

258,100

2,199,012

41,024,672

Computers & Peripherals - 1.4%

Apple, Inc. (a)

129,400

15,791,976

Data Domain, Inc.

7,500

172,500

Dell, Inc. (a)

230,200

6,572,210

EMC Corp. (a)

246,700

4,465,270

27,001,956

Electronic Equipment & Instruments - 0.1%

IPG Photonics Corp.

64,600

1,288,770

Internet Software & Services - 1.2%

Akamai Technologies, Inc. (a)

129,900

6,318,336

comScore, Inc.

2,000

46,300

Google, Inc. Class A (sub. vtg.) (a)

25,500

13,346,190

SAVVIS, Inc. (a)

73,900

3,658,789

23,369,615

IT Services - 0.9%

Fidelity National Information Services, Inc.

115,600

6,274,768

Mastercard, Inc. Class A

70,000

11,610,900

17,885,668

Office Electronics - 0.0%

Canon, Inc.

10,900

639,176

Semiconductors & Semiconductor Equipment - 0.7%

Applied Materials, Inc.

401,900

7,985,753

ASML Holding NV (NY Shares) (a)

157,100

4,312,395

12,298,148

Software - 0.8%

Adobe Systems, Inc. (a)

77,900

3,127,685

EPIQ Systems, Inc. (a)

174,900

2,826,384

Glu Mobile, Inc.

49,500

688,050

Nintendo Co. Ltd.

21,000

7,702,800

Solera Holdings, Inc.

79,900

1,548,462

15,893,381

TOTAL INFORMATION TECHNOLOGY

139,401,386

MATERIALS - 5.3%

Chemicals - 2.7%

Lanxess AG

18,900

1,058,470

Monsanto Co.

331,600

22,396,264

Potash Corp. of Saskatchewan, Inc.

182,400

14,221,729

The Mosaic Co. (a)

363,800

14,195,476

51,871,939

Metals & Mining - 2.1%

Anglo American PLC ADR

14,000

410,760

Anglo Platinum Ltd.

4,700

774,074

Aquiline Resources, Inc. (a)

125,000

1,290,777

Shares

Value

Aquiline Resources, Inc. (a)(e)

70,300

$ 725,933

Arcelor Mittal

197,500

12,324,000

Companhia Vale do Rio Doce sponsored ADR

101,800

4,535,190

European Goldfields Ltd. (a)

278,100

1,472,409

Freeport-McMoRan Copper & Gold, Inc. Class B

115,300

9,549,146

Gold Fields Ltd.

34,400

540,080

Gold Fields Ltd. sponsored ADR

187,900

2,950,030

Guyana Goldfields, Inc.

41,300

394,681

IAMGOLD Corp.

205,000

1,578,033

Impala Platinum Holdings Ltd.

101,200

3,092,875

Meridian Gold, Inc. (a)

14,200

391,636

Tokyo Steel Manufacturing Co. Ltd.

25,500

400,430

40,430,054

Paper & Forest Products - 0.5%

Abitibi-Consolidated, Inc.

529,000

1,544,417

Bowater, Inc. (d)

75,500

1,883,725

Canfor Corp. New (a)

53,500

676,503

Catalyst Paper Corp. (a)

789,300

2,511,830

Nine Dragons Paper (Holdings) Ltd.

1,155,300

2,692,036

9,308,511

TOTAL MATERIALS

101,610,504

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 1.0%

AT&T, Inc.

461,000

19,131,500

Wireless Telecommunication Services - 2.1%

America Movil SAB de CV Series L sponsored ADR

205,600

12,732,808

American Tower Corp. Class A (a)

203,300

8,538,600

China Mobile (Hong Kong) Ltd. sponsored ADR

63,400

3,417,260

NII Holdings, Inc. (a)

172,000

13,887,280

Taiwan Cellular Co. Ltd.

1,193,000

1,466,654

40,042,602

TOTAL TELECOMMUNICATION SERVICES

59,174,102

UTILITIES - 1.9%

Electric Utilities - 0.9%

E.ON AG

14,600

2,437,032

Enernoc, Inc.

13,800

526,194

Entergy Corp.

102,600

11,014,110

Reliant Energy, Inc. (a)

119,200

3,212,440

17,189,776

Independent Power Producers & Energy Traders - 1.0%

Constellation Energy Group, Inc.

97,500

8,499,075

Common Stocks - continued

Shares

Value

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

Dynegy, Inc. Class A (a)

166,700

$ 1,573,648

NRG Energy, Inc. (a)

239,900

9,972,643

20,045,366

TOTAL UTILITIES

37,235,142

TOTAL COMMON STOCKS

(Cost $716,545,041)

871,246,018

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Istituto Finanziario Industriale SpA (IFI) (a)

27,600

1,109,783

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,059,339)

1,109,783

U.S. Treasury Obligations - 0.2%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 4.87% to 4.94% 7/12/07 (f)
(Cost $4,767,336)

$ 4,775,000

4,770,531

Fixed-Income Funds - 42.9%

Shares

Fidelity Floating Rate Central Fund (g)

579,100

58,170,590

Fidelity High Income Central Fund 1 (g)

328,353

32,914,143

Fidelity VIP Investment Grade Central Fund (g)

7,286,469

737,099,182

TOTAL FIXED-INCOME FUNDS

(Cost $838,362,700)

828,183,915

Money Market Funds - 10.5%

Shares

Value

Fidelity Cash Central Fund, 5.32% (b)

124,350,317

$ 124,350,317

Fidelity Money Market Central Fund, 5.43% (b)

73,860,162

73,860,162

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

3,577,450

3,577,450

TOTAL MONEY MARKET FUNDS

(Cost $201,787,929)

201,787,929

TOTAL INVESTMENT PORTFOLIO - 98.8%

(Cost $1,762,522,345)

1,907,098,176

NET OTHER ASSETS - 1.2%

23,819,546

NET ASSETS - 100%

$ 1,930,917,722

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

170 Dow Jones Euro Stoxx 50 Index Contracts (Germany)

Sept. 2007

$ 10,388,022

$ 199,547

56 FTSE 100 Index Contracts (United Kingdom)

Sept. 2007

7,464,670

115,042

130 S&P 500 Index Contracts

Sept. 2007

49,250,500

(317,525)

47 TOPIX 150 Index Contracts (Japan)

Sept. 2007

6,773,709

(15,051)

TOTAL EQUITY INDEX CONTRACTS

$ 73,876,901

$ (17,987)

The face value of futures purchased as a percentage of net assets - 3.8%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $2,836,756 or 0.1% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,221,045.

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 2,012,396

Fidelity Floating Rate Central Fund

2,471,239

Fidelity High Income Central Fund 1

2,422,953

Fidelity Money Market Central Fund

2,689,869

Fidelity Securities Lending Cash Central Fund

27,904

Fidelity VIP Investment Grade Central Fund

20,245,613

Total

$ 29,869,974

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 Floating Rate Central Fund

$ 70,731,860

$ -

$ 12,504,160

$ 58,170,590

2.4%

Fidelity High Income Central Fund 1

80,596,646

-

48,155,663

32,914,143

10.9%

Fidelity VIP Investment Grade Central Fund

791,098,507

49,061,216

89,965,060

737,099,182

24.1%

Total

$ 942,427,103

$ 49,061,216

$ 150,624,883

$ 828,183,915

100.0%

Other Information

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

U.S.Government and U.S.Government Agency Obligations

23.2%

AAA,AA,A

11.1%

BBB

6.6%

BB

2.6%

B

1.4%

CCC,CC,C

0.5%

Not Rated

1.4%

Equities

49.1%

Short-Term Investments and Net Other Assets

4.1%

100.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

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

United States of America

82.8%

Canada

4.5%

Switzerland

1.5%

United Kingdom

1.5%

Japan

1.3%

Brazil

1.2%

Netherlands

1.1%

Others (individually less than 1%)

6.1%

100.0%

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's Fixed-Income central funds.

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

Semiannual Report

VIP Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $3,578,100) - See accompanying schedule:

Unaffiliated issuers (cost $722,371,716)

$ 877,126,332

Fidelity Central Funds (cost $1,040,150,629)

1,029,971,844

Total Investments (cost $1,762,522,345)

$ 1,907,098,176

Foreign currency held at value (cost $119)

92

Receivable for investments sold

27,356,023

Receivable for fund shares sold

79,181

Dividends receivable

669,527

Distributions receivable from Fidelity Central Funds

4,505,366

Receivable for daily variation on futures contracts

137,621

Prepaid expenses

5,128

Other receivables

105,457

Total assets

1,939,956,571

Liabilities

Payable for investments purchased

$ 2,615,639

Payable for fund shares redeemed

1,584,273

Accrued management fee

822,575

Distribution fees payable

13,139

Other affiliated payables

177,962

Other payables and accrued expenses

247,811

Collateral on securities loaned, at value

3,577,450

Total liabilities

9,038,849

Net Assets

$ 1,930,917,722

Net Assets consist of:

Paid in capital

$ 1,678,393,509

Undistributed net investment income

25,018,271

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

82,949,668

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

144,556,274

Net Assets

$ 1,930,917,722

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value
, offering price and
redemption price per share
($1,822,704,338 ÷ 114,659,793
shares)

$ 15.90

Service Class:
Net Asset Value
, offering price and redemption price per share ($16,261,945 ÷ 1,029,638 shares)

$ 15.79

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($55,939,574 ÷ 3,573,277 shares)

$ 15.65

Investor Class:
Net Asset Value
, offering price and redemption price per share ($36,011,865 ÷ 2,271,492 shares)

$ 15.85

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

VIP Asset Manager Portfolio

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 4,455,439

Interest

113,281

Income from Fidelity Central Funds

29,869,974

Total income

34,438,694

Expenses

Management fee

$ 5,317,306

Transfer agent fees

719,429

Distribution fees

79,335

Accounting and security lending fees

403,337

Custodian fees and expenses

40,627

Independent trustees' compensation

3,335

Appreciation in deferred trustee compensation account

266

Audit

37,975

Legal

4,256

Miscellaneous

58,980

Total expenses before reductions

6,664,846

Expense reductions

(51,725)

6,613,121

Net investment income (loss)

27,825,573

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

78,098,361

Fidelity Central Funds

5,462,207

Foreign currency transactions

(62,794)

Futures contracts

4,615,350

Capital gain distributions from Fidelity Central Funds

594,304

Total net realized gain (loss)

88,707,428

Change in net unrealized appreciation (depreciation) on:

Investment securities

35,103,192

Assets and liabilities in foreign currencies

9,142

Futures contracts

(537,745)

Total change in net unrealized appreciation (depreciation)

34,574,589

Net gain (loss)

123,282,017

Net increase (decrease) in net assets resulting from operations

$ 151,107,590

Statement of Changes in Net Assets

Six months ended
June 30, 2007
Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 27,825,573

$ 66,787,201

Net realized gain (loss)

88,707,428

162,523,758

Change in net unrealized appreciation (depreciation)

34,574,589

(68,032,199)

Net increase (decrease) in net assets resulting from operations

151,107,590

161,278,760

Distributions to shareholders from net investment income

(66,845,425)

(65,774,370)

Distributions to shareholders from net realized gain

(61,310,603)

-

Total distributions

(128,156,028)

(65,774,370)

Share transactions - net increase (decrease)

(279,276,825)

(405,651,778)

Total increase (decrease) in net assets

(256,325,263)

(310,147,388)

Net Assets

Beginning of period

2,187,242,985

2,497,390,373

End of period (including undistributed net investment income of $25,018,271 and undistributed net investment income of $61,631,634, respectively)

$ 1,930,917,722

$ 2,187,242,985

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

Semiannual Report

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 15.71

$ 15.04

$ 14.85

$ 14.46

$ 12.75

$ 14.51

Income from Investment Operations

Net investment income (loss)E

.21

.44

.38

.36H

.36

.46

Net realized and unrealized gain (loss)

.92

.64

.21

.42

1.83

(1.69)

Total from investment operations

1.13

1.08

.59

.78

2.19

(1.23)

Distributions from net investment income

(.49)

(.41)

(.39)

(.39)

(.48)

(.53)

Distributions from net realized gain

(.45)

-

(.01)

-

-

-

Total distributions

(.94)

(.41)

(.40) J

(.39)

(.48)

(.53)

Net asset value, end of period

$ 15.90

$ 15.71

$ 15.04

$ 14.85

$ 14.46

$ 12.75

Total ReturnB, C, D

7.54%

7.32%

4.04%

5.47%

17.97%

(8.73)%

Ratios to Average Net AssetsF, I

Expenses before reductions

.63%A

.65%

.64%

.66%

.63%

.63%

Expenses net of fee waivers, if any

.63%A

.65%

.64%

.66%

.63%

.63%

Expenses net of all reductions

.63%A

.63%

.63%

.65%

.62%

.61%

Net investment income (loss)

2.68%A

2.90%

2.60%

2.53%

2.71%

3.49%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,822,704

$ 2,080,545

$ 2,407,113

$ 2,751,094

$ 3,011,837

$ 2,784,945

Portfolio turnover rateG

99%A

173%

44%

66%

82%

140%

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. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.04 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. 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. J Total distributions of $.40 per share is comprised of distributions from net investment income of $.39 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 15.61

$ 14.94

$ 14.75

$ 14.37

$ 12.66

$ 14.41

Income from Investment Operations

Net investment income (loss)E

.20

.42

.36

.34H

.34

.44

Net realized and unrealized gain (loss)

.90

.64

.21

.42

1.83

(1.68)

Total from investment operations

1.10

1.06

.57

.76

2.17

(1.24)

Distributions from net investment income

(.47)

(.39)

(.37)

(.38)

(.46)

(.51)

Distributions from net realized gain

(.45)

-

(.01)

-

-

-

Total distributions

(.92)

(.39)

(.38)J

(.38)

(.46)

(.51)

Net asset value, end of period

$ 15.79

$ 15.61

$ 14.94

$ 14.75

$ 14.37

$ 12.66

Total ReturnB, C, D

7.40%

7.24%

3.93%

5.36%

17.91%

(8.85)%

Ratios to Average Net AssetsF, I

Expenses before reductions

.74%A

.76%

.74%

.77%

.74%

.74%

Expenses net of fee waivers, if any

.74%A

.76%

.74%

.77%

.74%

.74%

Expenses net of all reductions

.74%A

.74%

.73%

.76%

.73%

.72%

Net investment income (loss)

2.57%A

2.79%

2.50%

2.41%

2.59%

3.38%

Supplemental Data

Net assets, end of period (000 omitted)

$ 16,262

$ 24,021

$ 29,382

$ 33,118

$ 32,087

$ 25,692

Portfolio turnover rateG

99%A

173%

44%

66%

82%

140%

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. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.04 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. 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. J Total distributions of $.38 per share is comprised of distributions from net investment income of $.37 and distributions from net realized gain of $.005 per share.

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

VIP Asset Manager Portfolio

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 15.47

$ 14.82

$ 14.64

$ 14.27

$ 12.59

$ 14.36

Income from Investment Operations

Net investment income (loss)E

.19

.39

.34

.32H

.32

.41

Net realized and unrealized gain (loss)

.89

.63

.21

.41

1.81

(1.67)

Total from investment operations

1.08

1.02

.55

.73

2.13

(1.26)

Distributions from net investment income

(.45)

(.37)

(.37)

(.36)

(.45)

(.51)

Distributions from net realized gain

(.45)

-

(.01)

-

-

-

Total distributions

(.90)

(.37)

(.37)J

(.36)

(.45)

(.51)

Net asset value, end of period

$ 15.65

$ 15.47

$ 14.82

$ 14.64

$ 14.27

$ 12.59

Total ReturnB, C, D

7.32%

7.06%

3.85%

5.18%

17.66%

(9.03)%

Ratios to Average Net AssetsF, I

Expenses before reductions

.89%A

.92%

.90%

.93%

.91%

.90%

Expenses net of fee waivers, if any

.89%A

.92%

.90%

.93%

.91%

.90%

Expenses net of all reductions

.89%A

.90%

.89%

.92%

.89%

.88%

Net investment income (loss)

2.42%A

2.64%

2.34%

2.25%

2.43%

3.22%

Supplemental Data

Net assets, end of period (000 omitted)

$ 55,940

$ 55,585

$ 51,574

$ 36,763

$ 22,456

$ 16,367

Portfolio turnover rateG

99%A

173%

44%

66%

82%

140%

A Annualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a special dividend which amounted to $.04 per share. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Total distributions of $.37 per share is comprised of distributions from net investment income of $.365 and distributions from net realized gain of $.005 per share.

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005H

Selected Per-Share Data

Net asset value, beginning of period

$ 15.67

$ 15.03

$ 14.63

Income from Investment Operations

Net investment income (loss)E

.20

.42

.16

Net realized and unrealized gain (loss)

.91

.63

.24

Total from investment operations

1.11

1.05

.40

Distributions from net investment income

(.48)

(.41)

-

Distributions from net realized gain

(.45)

-

-

Total distributions

(.93)

(.41)

-

Net asset value, end of period

$ 15.85

$ 15.67

$ 15.03

Total ReturnB, C, D

7.42%

7.16%

2.73%

Ratios to Average Net AssetsF, I

Expenses before reductions

.75%A

.78%

.82%A

Expenses net of fee waivers, if any

.75%A

.78%

.82%A

Expenses net of all reductions

.74%A

.76%

.81%A

Net investment income (loss)

2.56%A

2.77%

2.52%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 36,012

$ 27,092

$ 9,322

Portfolio turnover rateG

99%A

173%

44%

A Annualized BTotal 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. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Asset Manager Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the trust)(formerly of Variable Insurance Products Fund II) and is authorized to issue an unlimited number of shares. Effective April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Fund's investment strategies or Fidelity Management & Research Company's (FMR) management of the Fund. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Floating Rate Central Fund

Fidelity Management & Research Company, Inc. (FMRC)

Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.

Loans & Direct Debt Instruments, Repurchase Agreements, Restricted Securities

Fidelity High Income Central Fund 1

FMRC

Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.

Loans & Direct Debt Instruments, Repurchase Agreements, Restricted Securities

Fidelity Money Market Central Fund

Fidelity Investments Money Management, Inc. (FIMM)

Seeks to obtain a high level of current income consistent with preservation of capital and liquidity.

Short-term Investments

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, Mortgage Dollar Rolls, Repurchase Agreements, Restricted Securities, Swap Agreements

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its fund's investment in underlying non-money market Fidelity Central Funds is available at advisor.fidelity.com. A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

VIP Asset Manager Portfolio

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used cannot be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income and capital gain distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to swap agreements, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships (including allocations from Fidelity Central Funds), financing transactions, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 172,436,813

Unrealized depreciation

(7,984,191)

Net unrealized appreciation (depreciation)

$ 164,452,622

Cost for federal income tax purposes Cost

$ 1,742,645,554

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

VIP Asset Manager Portfolio

4. Operating Policies - continued

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

Mortgage Dollar Rolls. To earn additional income, the Fund may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $929,364,004 and $1,303,352,197, respectively.

6. Fees and Other Transactions with Affiliates.

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

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

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

Service Class

$ 9,734

Service Class 2

69,601

$ 79,335

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 661,904

Service Class

7,466

Service Class 2

21,800

Investor Class

28,259

$ 719,429

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $5,143 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $2,689 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $27,904.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $49,564 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,657.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 27% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 20% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

VIP Asset Manager Portfolio

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 63,693,572

$ 63,434,414

Service Class

724,316

706,426

Service Class 2

1,592,037

1,331,968

Investor Class

835,500

301,562

Total

$ 66,845,425

$ 65,774,370

From net realized gain

Initial Class

$ 58,256,317

$ -

Service Class

687,641

-

Service Class 2

1,584,992

-

Investor Class

781,653

-

Total

$ 61,310,603

$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

842,533

2,117,965

$ 13,049,429

$ 31,923,801

Reinvestment of distributions

8,102,983

4,291,909

121,949,889

63,434,414

Shares redeemed

(26,685,241)

(34,074,425)

(414,582,823)

(513,616,796)

Net increase (decrease)

(17,739,725)

(27,664,551)

$ (279,583,505)

$ (418,258,581)

Service Class

Shares sold

105,125

138,220

$ 1,638,985

$ 2,085,823

Reinvestment of distributions

94,382

48,056

1,411,957

706,426

Shares redeemed

(708,700)

(614,188)

(10,683,955)

(9,243,261)

Net increase (decrease)

(509,193)

(427,912)

$ (7,633,013)

$ (6,451,012)

Service Class 2

Shares sold

205,096

2,616,207

$ 3,117,456

$ 38,570,263

Reinvestment of distributions

214,230

91,356

3,177,029

1,331,968

Shares redeemed

(439,205)

(2,595,506)

(6,711,226)

(37,521,668)

Net increase (decrease)

(19,879)

112,057

$ (416,741)

$ 2,380,563

Investor Class

Shares sold

542,909

1,227,221

$ 8,423,514

$ 18,486,890

Reinvestment of distributions

107,738

20,431

1,617,153

301,562

Shares redeemed

(107,815)

(139,388)

(1,684,233)

(2,111,200)

Net increase (decrease)

542,832

1,108,264

$ 8,356,434

$ 16,677,252

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Asset Manager Portfolio

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

VIP Asset Manager Portfolio

Semiannual Report

VIP Asset Manager Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAM-SANN-0807
1.705701.109

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

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Asset Manager: Growth Portfolio

VIP Asset Manager: Growth Portfolio

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, 2007 to June 30, 2007).

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,097.60

$ 3.85

HypotheticalA

$ 1,000.00

$ 1,021.12

$ 3.71

Service Class

Actual

$ 1,000.00

$ 1,097.10

$ 4.37

HypotheticalA

$ 1,000.00

$ 1,020.63

$ 4.21

Service Class 2

Actual

$ 1,000.00

$ 1,096.20

$ 5.30

HypotheticalA

$ 1,000.00

$ 1,019.74

$ 5.11

Investor Class

Actual

$ 1,000.00

$ 1,097.00

$ 4.52

HypotheticalA

$ 1,000.00

$ 1,020.48

$ 4.36

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.74%

Service Class

.84%

Service Class 2

1.02%

Investor Class

.87%

Semiannual Report

VIP Asset Manager: Growth Portfolio

Investment Changes

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each Fidelity Central Fund.

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Research In Motion Ltd.

1.6

1.0

Valero Energy Corp.

1.6

1.2

Monsanto Co.

1.5

1.2

AT&T, Inc.

1.3

1.5

Celgene Corp.

1.1

1.0

Apple, Inc.

1.1

0.3

Exxon Mobil Corp.

1.1

2.1

Ultra Petroleum Corp.

1.1

1.2

Prudential Financial, Inc.

1.0

1.2

Potash Corp. of Saskatchewan, Inc.

1.0

0.0

12.4

Market Sectors as of June 30, 2007

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

12.1

10.1

Information Technology

9.5

8.6

Materials

6.9

4.0

Health Care

6.2

6.7

Financials

5.6

12.1

Consumer Discretionary

5.5

6.9

Industrials

5.1

7.8

Telecommunication Services

4.1

4.0

Utilities

2.6

0.7

Consumer Staples

2.1

3.8

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stock Class and
Equity Futures 68.5%

Stock Class and
Equity Futures 70.5%

Bond Class 28.3%

Bond Class 28.6%

Short-Term Class 3.2%

Short-Term Class 0.9%

* Foreign investments

20.2%

** Foreign investments

19.7%

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

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

VIP Asset Manager: Growth Portfolio

VIP Asset Manager: Growth Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 59.6%

Shares

Value

CONSUMER DISCRETIONARY - 5.5%

Diversified Consumer Services - 0.4%

Sotheby's Class A (ltd. vtg.)

22,400

$ 1,030,848

Hotels, Restaurants & Leisure - 1.8%

Burger King Holdings, Inc.

40,700

1,072,038

CKE Restaurants, Inc.

12,200

244,854

Hilton Hotels Corp.

17,200

575,684

McDonald's Corp.

23,900

1,213,164

Nissin Healthcare Food Service Co.

4,500

58,460

Starwood Hotels & Resorts Worldwide, Inc.

6,700

449,369

Vail Resorts, Inc. (a)

7,800

474,786

4,088,355

Household Durables - 0.1%

Koninklijke Philips Electronics NV

5,900

249,688

Internet & Catalog Retail - 0.8%

Priceline.com, Inc. (a)(d)

26,000

1,787,240

Media - 0.4%

Comcast Corp. Class A (special) (non-vtg.)

12,050

336,918

SES SA FDR unit

10,011

216,782

Virgin Media, Inc.

15,950

388,702

942,402

Multiline Retail - 0.4%

Kohl's Corp. (a)

5,700

404,871

Saks, Inc.

23,700

505,995

910,866

Specialty Retail - 0.4%

PETsMART, Inc.

15,800

512,710

Tiffany & Co., Inc.

6,700

355,502

868,212

Textiles, Apparel & Luxury Goods - 1.2%

Burberry Group PLC

19,600

270,395

Coach, Inc. (a)

13,600

644,504

Crocs, Inc. (a)(d)

12,000

516,360

Polo Ralph Lauren Corp. Class A

5,100

500,361

VF Corp.

9,600

879,168

2,810,788

TOTAL CONSUMER DISCRETIONARY

12,688,399

CONSUMER STAPLES - 2.1%

Food Products - 0.9%

Cresud S.A.C.I.F. y A. sponsored ADR

7,000

149,730

Nestle SA sponsored ADR

3,300

315,645

Nutreco Holding NV

3,400

249,174

Saskatchewan Wheat Pool, Inc. (a)

800

8,253

Saskatchewan Wheat Pool, Inc. (a)(e)

31,300

322,917

Tyson Foods, Inc. Class A

50,000

1,152,000

2,197,719

Shares

Value

Personal Products - 0.4%

Avon Products, Inc.

4,700

$ 172,725

Bare Escentuals, Inc.

12,000

409,800

Kose Corp.

12,200

345,713

928,238

Tobacco - 0.8%

Altria Group, Inc.

22,300

1,564,122

Philip Morris CR AS

500

259,951

1,824,073

TOTAL CONSUMER STAPLES

4,950,030

ENERGY - 12.1%

Energy Equipment & Services - 2.8%

GlobalSantaFe Corp.

3,300

238,425

Nabors Industries Ltd. (a)

18,600

620,868

Oceaneering International, Inc. (a)

14,100

742,224

Schlumberger Ltd. (NY Shares)

15,800

1,342,052

Smith International, Inc.

14,300

838,552

Transocean, Inc. (a)

13,100

1,388,338

W-H Energy Services, Inc. (a)

3,800

235,258

Weatherford International Ltd. (a)

18,100

999,844

6,405,561

Oil, Gas & Consumable Fuels - 9.3%

Apache Corp.

8,000

652,720

Cabot Oil & Gas Corp.

28,800

1,062,144

Cameco Corp.

36,700

1,860,408

Canadian Natural Resources Ltd.

4,700

312,289

China Coal Energy Co. Ltd. (H Shares)

19,000

28,479

DMCI Holdings, Inc.

339,000

68,944

EOG Resources, Inc.

12,500

913,250

Exxon Mobil Corp.

30,200

2,533,176

Marathon Oil Corp.

25,800

1,546,968

NuVista Energy Ltd. (a)

6,500

88,477

Petroplus Holdings AG

19,152

1,972,267

ProEx Energy Ltd. (a)

8,600

121,098

Quicksilver Resources, Inc. (a)

3,800

169,404

Range Resources Corp.

1,600

59,856

Semirara Mining Corp.

155,100

97,315

Suncor Energy, Inc.

2,200

198,181

Sunoco, Inc.

18,600

1,482,048

Tesoro Corp.

15,100

862,965

Ultra Petroleum Corp. (a)

45,700

2,524,468

Uranium One, Inc.

35,800

456,049

Valero Energy Corp.

49,200

3,633,912

Williams Companies, Inc.

24,400

771,528

21,415,946

TOTAL ENERGY

27,821,507

FINANCIALS - 5.5%

Capital Markets - 1.4%

Charles Schwab Corp.

24,400

500,688

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Franklin Resources, Inc.

8,300

$ 1,099,501

Goldman Sachs Group, Inc.

3,200

693,600

Julius Baer Holding AG (Bearer)

6,200

446,120

Pampa Holding SA (a)

115,043

103,062

T. Rowe Price Group, Inc.

5,300

275,017

3,117,988

Commercial Banks - 1.6%

Banco Bradesco SA (PN) sponsored ADR

44,800

1,080,128

Banco Daycoval SA

15,100

136,206

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

32,200

1,430,968

Raiffeisen International Bank Holding AG

1,400

223,013

Shinsei Bank Ltd.

71,000

287,090

Uniao de Bancos Brasileiros SA (Unibanco) GDR

4,200

474,054

3,631,459

Consumer Finance - 0.2%

SFCG Co. Ltd.

1,130

189,281

Takefuji Corp.

8,360

281,020

470,301

Insurance - 2.0%

Aioi Insurance Co. Ltd.

29,000

188,608

Benfield Group PLC

39,000

253,156

MetLife, Inc.

22,300

1,437,904

Millea Holdings, Inc.

5,579

229,212

Mitsui Sumitomo Insurance Co. Ltd.

13,000

166,986

Prudential Financial, Inc.

24,100

2,343,243

4,619,109

Real Estate Investment Trusts - 0.3%

Annaly Capital Management, Inc.

53,800

775,796

Real Estate Management & Development - 0.0%

Inversiones y Representaciones SA sponsored GDR (a)

3,000

55,500

TOTAL FINANCIALS

12,670,153

HEALTH CARE - 6.2%

Biotechnology - 2.1%

Actelion Ltd. (Reg.) (a)

4,835

216,301

Celgene Corp. (a)

45,800

2,625,714

CSL Ltd.

1,200

89,544

Gilead Sciences, Inc. (a)

49,400

1,915,238

4,846,797

Health Care Equipment & Supplies - 1.3%

Beckman Coulter, Inc.

10,000

646,800

Becton, Dickinson & Co.

11,900

886,550

Cytyc Corp. (a)

25,200

1,086,372

Synthes, Inc.

2,649

318,548

2,938,270

Shares

Value

Health Care Providers & Services - 0.9%

Humana, Inc. (a)

19,700

$ 1,199,927

Medco Health Solutions, Inc. (a)

11,800

920,282

2,120,209

Pharmaceuticals - 1.9%

Elan Corp. PLC sponsored ADR (a)

78,400

1,719,312

Merck & Co., Inc.

40,700

2,026,860

Sanofi-Aventis sponsored ADR

6,400

257,728

Takeda Pharamaceutical Co. Ltd.

7,700

497,662

4,501,562

TOTAL HEALTH CARE

14,406,838

INDUSTRIALS - 5.1%

Aerospace & Defense - 1.0%

DRS Technologies, Inc.

3,900

223,353

General Dynamics Corp.

7,700

602,294

L-3 Communications Holdings, Inc.

14,500

1,412,155

2,237,802

Airlines - 0.3%

Ryanair Holdings PLC sponsored ADR (a)

18,300

690,825

Construction & Engineering - 0.0%

Samwhan Corp.

1,940

68,247

Electrical Equipment - 0.7%

ABB Ltd. sponsored ADR

71,700

1,620,420

Industrial Conglomerates - 1.1%

Hutchison Whampoa Ltd.

60,000

595,841

McDermott International, Inc. (a)

24,300

2,019,816

2,615,657

Machinery - 1.6%

Caterpillar, Inc.

23,100

1,808,730

CNH Global NV

900

45,981

Cummins, Inc.

8,200

829,922

Deere & Co.

1,800

217,332

Kubota Corp.

39,000

316,661

MAN AG

2,900

419,018

3,637,644

Road & Rail - 0.4%

Burlington Northern Santa Fe Corp.

4,700

400,158

Kansas City Southern (d)

13,200

495,528

895,686

TOTAL INDUSTRIALS

11,766,281

INFORMATION TECHNOLOGY - 9.5%

Communications Equipment - 2.9%

Cisco Systems, Inc. (a)

33,700

938,545

Harris Corp.

7,600

414,580

Infinera Corp.

12,600

313,992

QUALCOMM, Inc.

20,100

872,139

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Research In Motion Ltd. (a)

18,500

$ 3,699,817

Sonus Networks, Inc. (a)

41,000

349,320

6,588,393

Computers & Peripherals - 1.9%

Apple, Inc. (a)

20,900

2,550,636

Data Domain, Inc.

900

20,700

Dell, Inc. (a)

37,100

1,059,205

EMC Corp. (a)

36,200

655,220

4,285,761

Electronic Equipment & Instruments - 0.1%

IPG Photonics Corp.

8,900

177,555

Internet Software & Services - 1.6%

Akamai Technologies, Inc. (a)

19,800

963,072

comScore, Inc.

200

4,630

Google, Inc. Class A (sub. vtg.) (a)

4,000

2,093,520

SAVVIS, Inc. (a)

11,800

584,218

3,645,440

IT Services - 1.2%

Fidelity National Information Services, Inc.

18,700

1,015,036

Mastercard, Inc. Class A (d)

11,300

1,874,331

2,889,367

Office Electronics - 0.0%

Canon, Inc.

1,700

99,688

Semiconductors & Semiconductor Equipment - 0.8%

Applied Materials, Inc.

64,900

1,289,563

ASML Holding NV (NY Shares) (a)

24,500

672,525

1,962,088

Software - 1.0%

Adobe Systems, Inc. (a)

12,300

493,845

EPIQ Systems, Inc. (a)

24,300

392,688

Glu Mobile, Inc.

5,200

72,280

Nintendo Co. Ltd.

3,000

1,100,400

Solera Holdings, Inc.

9,500

184,110

2,243,323

TOTAL INFORMATION TECHNOLOGY

21,891,615

MATERIALS - 6.9%

Chemicals - 3.6%

Lanxess AG

2,900

162,411

Monsanto Co.

53,300

3,599,882

Potash Corp. of Saskatchewan, Inc.

28,900

2,253,333

The Mosaic Co.(a)

57,400

2,239,748

8,255,374

Metals & Mining - 2.7%

Anglo American PLC ADR

2,200

64,548

Anglo Platinum Ltd.

700

115,288

Aquiline Resources, Inc.(a)

20,300

209,622

Shares

Value

Aquiline Resources, Inc. (a)(e)

8,600

$ 88,805

Arcelor Mittal

31,200

1,946,880

Companhia Vale do Rio Doce sponsored ADR

16,000

712,800

European Goldfields Ltd. (a)

41,100

217,605

Freeport-McMoRan Copper & Gold, Inc. Class B

18,700

1,548,734

Gold Fields Ltd.

3,500

54,950

Gold Fields Ltd. sponsored ADR

30,200

474,140

Guyana Goldfields, Inc.

6,100

58,294

IAMGOLD Corp.

31,600

243,248

Impala Platinum Holdings Ltd.

16,200

495,104

Meridian Gold, Inc. (a)

2,200

60,676

Tokyo Steel Manufacturing Co. Ltd.

3,600

56,531

6,347,225

Paper & Forest Products - 0.6%

Abitibi-Consolidated, Inc.

81,500

237,939

Bowater, Inc.

11,600

289,420

Canfor Corp. New (a)

6,700

84,721

Catalyst Paper Corp. (a)

120,000

381,882

Nine Dragons Paper (Holdings) Ltd.

159,600

371,894

1,365,856

TOTAL MATERIALS

15,968,455

TELECOMMUNICATION SERVICES - 4.1%

Diversified Telecommunication Services - 1.3%

AT&T, Inc.

74,400

3,087,600

Wireless Telecommunication Services - 2.8%

America Movil SAB de CV Series L sponsored ADR

33,200

2,056,076

American Tower Corp. Class A (a)

32,800

1,377,600

China Mobile (Hong Kong) Ltd. sponsored ADR

10,000

539,000

NII Holdings, Inc. (a)

27,700

2,236,498

Taiwan Cellular Co. Ltd.

177,000

217,601

6,426,775

TOTAL TELECOMMUNICATION SERVICES

9,514,375

UTILITIES - 2.6%

Electric Utilities - 1.2%

E.ON AG

2,200

367,224

Enernoc, Inc.

1,700

64,821

Entergy Corp.

16,600

1,782,010

Reliant Energy, Inc. (a)

18,500

498,575

2,712,630

Independent Power Producers & Energy Traders - 1.4%

Constellation Energy Group, Inc.

15,800

1,377,286

Common Stocks - continued

Shares

Value

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

Dynegy, Inc. Class A (a)

26,400

$ 249,216

NRG Energy, Inc.(a)

38,900

1,617,073

3,243,575

TOTAL UTILITIES

5,956,205

TOTAL COMMON STOCKS

(Cost $113,673,028)

137,633,858

Nonconvertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Istituto Finanziario Industriale SpA (IFI) (a)

4,100

164,859

TOTAL NONCONVERTIBLE PREFERRED
STOCKS

(Cost $157,785)

164,859

U.S. Treasury Obligations - 0.4%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 4.74% to 4.94% 7/12/07 to 9/6/07 (f)
(Cost $966,832)

$ 975,000

967,121

Fixed-Income Funds - 25.9%

Shares

Fidelity Floating Rate Central Fund (g)

70,521

7,083,834

Fidelity High Income Central Fund 1 (g)

39,175

3,926,866

Fidelity VIP Investment Grade Central Fund (g)

482,473

48,807,013

TOTAL FIXED-INCOME FUNDS

(Cost $59,883,644)

59,817,713

Money Market Funds - 13.5%

Fidelity Cash Central Fund, 5.32% (b)

28,388,858

28,388,858

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

2,755,900

2,755,900

TOTAL MONEY MARKET FUNDS

(Cost $31,144,758)

31,144,758

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $205,826,047)

229,728,309

NET OTHER ASSETS - 0.5%

1,187,801

NET ASSETS - 100%

$ 230,916,110

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

77 Dow Jones Euro Stoxx 50 Index Contracts (Germany)

Sept. 2007

$ 4,705,163

$ 90,383

29 FTSE 100 Index Contracts (United Kingdom)

Sept. 2007

3,865,633

59,575

7 S&P 500 E-Mini Index Contracts

Sept. 2007

530,390

(3,413)

20 S&P 500 Index Contracts

Sept. 2007

7,577,000

(48,850)

27 TOPIX 150 Index Contracts (Japan)

Sept. 2007

3,891,279

(8,653)

TOTAL EQUITY INDEX
CONTRACTS

$ 20,569,465

$ 89,042

The face value of futures purchased as a percentage of net
assets -8.9%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $411,722 or 0.2% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $942,316.

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 601,329

Fidelity Floating Rate Central Fund

265,220

Fidelity High Income Central Fund 1

239,045

Fidelity Securities Lending Cash Central Fund

7,649

Fidelity VIP Investment Grade Central Fund

1,278,528

Total

$ 2,391,771

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 Floating Rate Central Fund

$ 7,094,413

$ -

$ -

$ 7,083,834

0.3%

Fidelity High Income Central Fund 1

5,260,980

2,502,684

3,868,187

3,926,866

1.3%

Fidelity VIP Investment Grade Central Fund

51,656,430

1,751,942

3,698,155

48,807,013

1.6%

Total

$ 64,011,823

$ 4,254,626

$ 7,566,342

$ 59,817,713

Other Information

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

U.S.Government and U.S.Government Agency Obligations

12.8%

AAA,AA,A

6.2%

BBB

3.7%

BB

2.1%

B

1.4%

CCC,CC,C

0.5%

Not Rated

1.3%

Equities

66.6%

Short-Term Investments and Net Other Assets

5.4%

100.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

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

United States of America

79.8%

Canada

5.7%

Switzerland

2.0%

Brazil

1.7%

Japan

1.5%

Netherlands

1.4%

United Kingdom

1.1%

Ireland

1.0%

Others (individually less than 1%)

5.8%

100.0%

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $39,474,862 of which $19,718,609, $11,142,366 and $8,613,887 will expire on December 31, 2009, 2010 and 2011, respectively.

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

VIP Asset Manager: Growth Portfolio

VIP Asset Manager: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $2,819,131) - See accompanying schedule:

Unaffiliated issuers (cost $114,797,645)

$ 138,765,838

Fidelity Central Funds (cost $91,028,402)

90,962,471

Total Investments (cost $205,826,047)

$ 229,728,309

Receivable for investments sold

4,223,988

Receivable for fund shares sold

695

Dividends receivable

110,267

Distributions receivable from Fidelity Central Funds

392,565

Receivable for daily variation on futures contracts

91,055

Prepaid expenses

544

Other receivables

3,350

Total assets

234,550,773

Liabilities

Payable to custodian bank

$ 37,933

Payable for investments purchased

361,069

Payable for fund shares redeemed

282,209

Accrued management fee

107,965

Distribution fees payable

1,759

Other affiliated payables

23,283

Other payables and accrued expenses

64,545

Collateral on securities loaned, at value

2,755,900

Total liabilities

3,634,663

Net Assets

$ 230,916,110

Net Assets consist of:

Paid in capital

$ 233,555,251

Undistributed net investment income

2,381,806

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(29,012,564)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

23,991,617

Net Assets

$ 230,916,110

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value
, offering price and redemption price per share ($209,041,602 ÷ 14,325,220 shares)

$ 14.59

Service Class:
Net Asset Value
, offering price and redemption price per share ($4,891,714 ÷ 337,471 shares)

$ 14.50

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($6,525,135 ÷ 452,427 shares)

$ 14.42

Investor Class:
Net Asset Value
, offering price and redemption price per share ($10,457,659 ÷ 718,726 shares)

$ 14.55

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

Semiannual Report

VIP Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 627,463

Interest

20,364

Income from Fidelity Central Funds

2,391,771

Total income

3,039,598

Expenses

Management fee

$ 642,911

Transfer agent fees

86,309

Distribution fees

10,033

Accounting and security lending fees

56,649

Custodian fees and expenses

27,858

Independent trustees' compensation

359

Audit

32,970

Legal

456

Miscellaneous

10,096

Total expenses before reductions

867,641

Expense reductions

(7,113)

860,528

Net investment income (loss)

2,179,070

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

9,914,917

Fidelity Central Funds

162,188

Foreign currency transactions

(30,399)

Futures contracts

1,282,642

Capital gain distributions from Fidelity Central Funds

35,641

Total net realized gain (loss)

11,364,989

Change in net unrealized appreciation (depreciation) on:

Investment securities

8,103,216

Assets and liabilities in foreign currencies

564

Futures contracts

(200,247)

Total change in net unrealized appreciation (depreciation)

7,903,533

Net gain (loss)

19,268,522

Net increase (decrease) in net assets resulting from operations

$ 21,447,592

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 2,179,070

$ 4,942,223

Net realized gain (loss)

11,364,989

20,416,971

Change in net unrealized appreciation (depreciation)

7,903,533

(8,351,251)

Net increase (decrease) in net assets resulting from operations

21,447,592

17,007,943

Distributions to shareholders from net investment income

(5,174,407)

(5,395,505)

Share transactions - net increase (decrease)

(15,643,195)

(55,081,737)

Total increase (decrease) in net assets

629,990

(43,469,299)

Net Assets

Beginning of period

230,286,120

273,755,419

End of period (including undistributed net investment income of $2,381,806 and undistributed net investment income of $4,929,195, respectively)

$ 230,916,110

$ 230,286,120

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

VIP Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 13.60

$ 12.97

$ 12.78

$ 12.33

$ 10.33

$ 12.56

Income from Investment Operations

Net investment income (loss) E

.13

.26

.24

.26 H

.26

.32

Net realized and unrealized gain (loss)

1.17

.63

.25

.47

2.06

(2.23)

Total from investment operations

1.30

.89

.49

.73

2.32

(1.91)

Distributions from net investment income

(.31)

(.26)

(.30)

(.28)

(.32)

(.32)

Net asset value, end of period

$ 14.59

$ 13.60

$ 12.97

$ 12.78

$ 12.33

$ 10.33

Total Return B,C,D

9.76%

6.99%

3.89%

5.98%

23.34%

(15.53)%

Ratios to Average Net Assets F,I

Expenses before reductions

.74% A

.77%

.74%

.75%

.73%

.73%

Expenses net of fee waivers, if any

.74% A

.77%

.74%

.75%

.73%

.73%

Expenses net of all reductions

.74% A

.73%

.72%

.74%

.72%

.69%

Net investment income (loss)

1.91% A

2.01%

1.93%

2.15%

2.33%

2.88%

Supplemental Data

Net assets, end of period (000 omitted)

$ 209,042

$ 212,222

$ 260,968

$ 306,137

$ 335,285

$ 284,298

Portfolio turnover rate G

128% A

233%

43%

57%

65%

149%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.04 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 13.51

$ 12.88

$ 12.69

$ 12.25

$ 10.27

$ 12.47

Income from Investment Operations

Net investment income (loss) E

.13

.25

.23

.25 H

.24

.30

Net realized and unrealized gain (loss)

1.16

.63

.24

.46

2.05

(2.20)

Total from investment operations

1.29

.88

.47

.71

2.29

(1.90)

Distributions from net investment income

(.30)

(.25)

(.28)

(.27)

(.31)

(.30)

Net asset value, end of period

$ 14.50

$ 13.51

$ 12.88

$ 12.69

$ 12.25

$ 10.27

Total Return B,C,D

9.71%

6.93%

3.79%

5.85%

23.15%

(15.54)%

Ratios to Average Net Assets F,I

Expenses before reductions

.84% A

.87%

.84%

.88%

.85%

.84%

Expenses net of fee waivers, if any

.84% A

.87%

.84%

.88%

.85%

.84%

Expenses net of all reductions

.84% A

.83%

.82%

.87%

.84%

.80%

Net investment income (loss)

1.81% A

1.91%

1.83%

2.02%

2.21%

2.77%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,892

$ 4,977

$ 5,604

$ 5,907

$ 6,692

$ 6,105

Portfolio turnover rate G

128% A

233%

43%

57%

65%

149%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.04 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 13.42

$ 12.81

$ 12.61

$ 12.19

$ 10.21

$ 12.43

Income from Investment Operations

Net investment income (loss) E

.11

.22

.20

.22 H

.22

.28

Net realized and unrealized gain (loss)

1.16

.62

.25

.46

2.05

(2.21)

Total from investment operations

1.27

.84

.45

.68

2.27

(1.93)

Distributions from net investment income

(.27)

(.23)

(.25)

(.26)

(.29)

(.29)

Net asset value, end of period

$ 14.42

$ 13.42

$ 12.81

$ 12.61

$ 12.19

$ 10.21

Total Return B,C,D

9.62%

6.64%

3.65%

5.63%

23.03%

(15.83)%

Ratios to Average Net Assets F,I

Expenses before reductions

1.02% A

1.05%

1.03%

1.06%

1.05%

1.03%

Expenses net of fee waivers, if any

1.02% A

1.05%

1.03%

1.06%

1.05%

1.03%

Expenses net of all reductions

1.02% A

1.02%

1.02%

1.05%

1.04%

.99%

Net investment income (loss)

1.63% A

1.73%

1.64%

1.84%

2.01%

2.58%

Supplemental Data

Net assets, end of period (000 omitted)

$ 6,525

$ 6,205

$ 5,854

$ 6,399

$ 6,694

$ 4,044

Portfolio turnover rate G

128% A

233%

43%

57%

65%

149%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.04 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Years ended
December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.56

$ 12.96

$ 12.60

Income from Investment Operations

Net investment income (loss) E

.12

.24

.10

Net realized and unrealized gain (loss)

1.17

.63

.26

Total from investment operations

1.29

.87

.36

Distributions from net investment income

(.30)

(.27)

-

Net asset value, end of period

$ 14.55

$ 13.56

$ 12.96

Total Return B,C,D

9.70%

6.80%

2.86%

Ratios to Average Net Assets F,I

Expenses before reductions

.87% A

.92%

.96% A

Expenses net of fee waivers, if any

.87% A

.92%

.96% A

Expenses net of all reductions

.87% A

.89%

.94% A

Net investment income (loss)

1.78% A

1.86%

1.83% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 10,458

$ 6,882

$ 1,330

Portfolio turnover rate G

128% A

233%

43%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

VIP Asset Manager: Growth Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Asset Manager: Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the trust) (formerly of Variable Insurance Products Fund II) and is authorized to issue an unlimited number of shares. Effective, April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Fund's investment strategies or Fidelity Management & Research Company's (FMR) management of the Fund. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Floating Rate Central Fund

Fidelity Management & Research Company, Inc. (FMRC)

Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.

Loans & Direct Debt Instruments, Repurchase Agreements, Restricted Securities

Fidelity High Income Central Fund 1

FMRC

Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.

Loans & Direct Debt Instruments, Repurchase Agreements, Restricted Securities

Fidelity Money Market Central Fund

Fidelity Investments Money Management, Inc. (FIMM)

Seeks to obtain a high level of current income consistent with preservation of capital and liquidity.

Short-term Investments

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, Mortgage Dollar Rolls, Repurchase Agreements, Restricted Securities, Swap Agreements

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at advisor.fidelity.com. A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used cannot be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and capital gain distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, swap agreements, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, defaulted bonds, market discount, partnerships, deferred trustees compensation, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

VIP Asset Manager: Growth Portfolio

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 25,777,971

Unrealized depreciation

(1,317,092)

Net unrealized appreciation (depreciation)

$ 24,460,879

Cost for federal income tax purposes

$ 205,267,430

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities, aggregated $131,078,325 and $164,731,788, respectively.

6. Fees and Other Transactions with Affiliates.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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

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

Service Class

$ 2,484

Service Class 2

7,549

$ 10,033

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 72,713

Service Class

1,737

Service Class 2

3,092

Investor Class

8,767

$ 86,309

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,117 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $284 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $7,649.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $6,577 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $482.

VIP Asset Manager: Growth Portfolio

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 73% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 4,782,900

$ 5,133,316

Service Class

110,233

109,477

Service Class 2

109,490

111,371

Investor Class

171,784

41,341

Total

$ 5,174,407

$ 5,395,505

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

101,756

471,898

$ 1,417,116

$ 6,042,415

Reinvestment of distributions

352,202

399,480

4,782,899

5,133,316

Shares redeemed

(1,732,523)

(5,386,526)

(24,160,152)

(70,711,679)

Net increase (decrease)

(1,278,565)

(4,515,148)

$ (17,960,137)

$ (59,535,948)

Service Class

Shares sold

13,514

20,643

$ 183,723

$ 268,081

Reinvestment of distributions

8,171

8,573

110,233

109,477

Shares redeemed

(52,731)

(95,735)

(733,674)

(1,232,677)

Net increase (decrease)

(31,046)

(66,519)

$ (439,718)

$ (855,119)

Service Class 2

Shares sold

73,472

122,361

$ 990,505

$ 1,590,518

Reinvestment of distributions

8,147

8,762

109,490

111,371

Shares redeemed

(91,540)

(125,933)

(1,240,665)

(1,612,989)

Net increase (decrease)

(9,921)

5,190

$ (140,670)

$ 88,900

Investor Class

Shares sold

356,578

550,642

$ 4,983,942

$ 7,124,044

Reinvestment of distributions

12,678

3,225

171,784

41,341

Shares redeemed

(158,037)

(148,989)

(2,258,396)

(1,944,955)

Net increase (decrease)

211,219

404,878

$ 2,897,330

$ 5,220,430

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Asset Manager: Growth Portfolio

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

VIP Asset Manager: Growth Portfolio

Semiannual Report

VIP Asset Manager: Growth Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors
Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAMG-SANN-0807
1.705700.109

Fidelity® Variable Insurance Products:
Investment Grade Bond Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

Fidelity VIP Investment Grade Central Fund Financial Statements

<Click Here>

Complete list of investments and financial statements for
Fidelity VIP Investment Grade Central Fund.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Investment Grade Bond Portfolio

VIP Investment Grade Bond Portfolio

Shareholder Expense Example

The Fund invests in Fidelity Central Funds, which are open-end investment companies with similar investment objectives to those of the Fund, available only to other mutual funds and accounts managed by Fidelity Management & Research Company, (FMR) and its affiliates. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying Fidelity Central Funds, the Fund also indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. These expenses are not included in the Fund's annualized expense ratio used to calculate either the actual or hypothetical expense estimates presented in the table but are summarized in a footnote to the table.

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, 2007 to June 30, 2007).

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.

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.

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,005.90

$ 2.19

Hypothetical A

$ 1,000.00

$ 1,022.61

$ 2.21

Service Class

Actual

$ 1,000.00

$ 1,005.10

$ 2.68

Hypothetical A

$ 1,000.00

$ 1,022.12

$ 2.71

Service Class 2

Actual

$ 1,000.00

$ 1,004.30

$ 3.43

Hypothetical A

$ 1,000.00

$ 1,021.37

$ 3.46

Investor Class

Actual

$ 1,000.00

$ 1,005.10

$ 2.39

Hypothetical A

$ 1,000.00

$ 1,022.41

$ 2.41

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.44%

Service Class

.54%

Service Class 2

.69%

Investor Class

.48%

In addition to the expenses noted above, the Fund also indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. Annualized expenses of Fidelity VIP Investment Grade Central Fund and Fidelity Specialized High Income Central Fund as of their most recent fiscal half-year were both less than .01%.

Semiannual Report

VIP Investment Grade Bond Portfolio

Investment Changes

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 VIP Investment Grade Central Fund and Fidelity Specialized High Income Central Fund.

Quality Diversification (% of fund's net assets)

As of June 30, 2007

As of December 31, 2006

U.S. Government
and U.S. Government Agency Obligations 58.1%

U.S. Government
and U.S. Government Agency Obligations 51.0%

AAA 16.4%

AAA 14.0%

AA 6.1%

AA 5.2%

A 5.8%

A 6.3%

BBB 17.1%

BBB 17.2%

BB and Below 3.3%

BB and Below 2.6%

Not Rated 0.7%

Not Rated 0.5%

Short-Term
Investments and
Net Other Assets*** (7.5)%

Short-Term
Investments and
Net Other Assets 3.2%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Weighted Average Maturity as of June 30, 2007

6 months ago

Years

5.6

5.4

The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision.

Duration as of June 30, 2007

6 months ago

Years

4.5

4.0

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Corporate Bonds 23.6%

Corporate Bonds 23.2%

U.S. Government
and U.S. Government Agency Obligations 58.1%

U.S. Government
and U.S. Government Agency Obligations 51.0%

Asset-Backed
Securities 11.3%

Asset-Backed
Securities 10.7%

CMOs and Other
Mortgage Related
Securities 14.3%

CMOs and Other
Mortgage Related
Securities 11.1%

Other Investments 0.2%

Other Investments 0.8%

Short-Term
Investments and
Net Other Assets*** (7.5)%

Short-Term
Investments and
Net Other Assets 3.2%

* Foreign investments

6.9%

** Foreign investments

8.8%

* Futures and Swaps

15.3%

** Futures and Swaps

17.8%

***Short-Term Investments and Net Other Assets are not included in the pie chart.

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at advisor.fidelity.com. Fidelity VIP Investment Grade Central Fund's holdings and financial statements are included at the end of this report.

VIP Investment Grade Bond Portfolio

VIP Investment Grade Bond Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Fixed-Income Central Funds - 97.1%

Shares

Value

INVESTMENT GRADE FIXED-INCOME FUNDS - 96.2%

Fidelity VIP Investment Grade Central Fund (e)

20,783,179

$ 2,102,426,410

HIGH YIELD FIXED-INCOME FUNDS - 0.9%

Fidelity Specialized High Income Central Fund (d)

200,090

19,954,976

TOTAL FIXED-INCOME CENTRAL FUNDS

(Cost $2,171,058,115)

2,122,381,386

Nonconvertible Bonds - 0.2%

Principal Amount

CONSUMER STAPLES - 0.0%

Tobacco - 0.0%

Reynolds American, Inc. 6.75% 6/15/17

$ 75,000

75,870

FINANCIALS - 0.1%

Real Estate Management & Development - 0.1%

Realogy Corp. 7.5% 10/15/16 (a)

2,540,000

2,540,000

UTILITIES - 0.1%

Multi-Utilities - 0.1%

CMS Energy Corp. 6.55% 7/17/17 (b)

1,875,000

1,849,929

TOTAL NONCONVERTIBLE BONDS

(Cost $4,515,632)

4,465,799

Asset-Backed Securities - 0.3%

Advanta Business Card Master Trust Series 2007-D1 Class D, 6.72% 1/22/13 (a)(c)

1,800,000

1,799,979

AmeriCredit Prime Automobile Receivables Trust Series 2007-1 Class E, 6.96% 3/31/16 (a)

1,045,000

1,041,395

Ford Credit Auto Owner Trust:

Series 2006-C Class D, 6.89% 5/15/13 (a)

725,000

722,136

Series 2007-A Class D, 7.05% 12/15/13 (a)

425,000

424,452

GS Auto Loan Trust Series 2006-1 Class D, 6.25% 1/15/14 (a)

1,245,000

1,235,365

Wachovia Auto Loan Trust Series 2006-2A Class E, 7.05% 5/20/14 (a)

1,175,000

1,165,663

WaMu Asset-Backed Certificates Series 2006-HE5 Class B1, 7.82% 10/25/36 (a)(c)

1,025,000

512,500

TOTAL ASSET-BACKED SECURITIES

(Cost $7,272,986)

6,901,490

Collateralized Mortgage Obligations - 0.2%

Principal Amount

Value

Private Sponsor - 0.1%

Nomura Home Equity Loan, Inc. floater Series 2006-FM2 Class B1, 7.62% 7/25/36 (a)(c)

$ 3,535,000

$ 1,237,250

Structured Asset Securities Corp. floater Series 2006-BC5 Class B, 7.82% 12/25/36 (a)(c)

810,000

403,542

TOTAL PRIVATE SPONSOR

1,640,792

U.S. Government Agency - 0.1%

Fannie Mae subordinate REMIC pass-thru certificates planned amortization class Series 2003-128 Class NE, 4% 12/25/16

3,576,143

3,377,892

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $7,243,382)

5,018,684

Cash Equivalents - 1.8%

Maturity Amount

Investments in repurchase agreements in a joint trading account at 5.36%, dated 6/29/07 due 7/2/07 (Collateralized by U.S. Government Obligations) #
(Cost $39,000,000)

$ 39,017,404

39,000,000

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $2,229,090,115)

2,177,767,359

NET OTHER ASSETS - 0.4%

9,190,579

NET ASSETS - 100%

$ 2,186,957,938

Swap Agreements

Expiration Date

Notional Amount

Value

Credit Default Swaps

Receive quarterly notional amount multiplied by .72% and pay Bank of America upon credit event of Alleghany Energy Supply Co. LLC, par value of the notional amount of Alleghany Energy Supply Co. LLC 8.25% 4/15/12

June 2012

$ 1,900,000

$ (12,461)

Receive quarterly notional amount multiplied by .78% and pay Deutsche Bank upon credit event of Allegheny Energy Supply Co. LLC, par value of the notional amount of Allegheny Energy Supply Co. LLC 8.25% 4/15/12

June 2012

1,865,000

(8,118)

$ 3,765,000

$ (20,579)

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $11,082,282 or 0.5% of net assets.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

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

(e) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. Fidelity VIP Investment Grade Central Fund's investment and financial statements are included at the end of this report as an attachment.

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

Repurchase Agreement / Counterparty

Value

$39,000,000 due 7/02/07 at 5.36%

ABN AMRO Bank N.V., New York Branch

$ 2,387,773

BNP Paribas Securities Corp.

1,552,052

Banc of America Securities LLC

11,758,189

Bank of America, NA

4,775,546

Barclays Capital, Inc.

4,669,714

Bear Stearns & Co., Inc.

5,897,483

UBS Securities LLC

7,959,243

$ 39,000,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Specialized High Income Central Fund

$ 706,792

Fidelity VIP Investment Grade Central Fund

51,350,533

Total

$ 52,057,325

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 Specialized High Income Central Fund

$ 20,241,104

$ -

$ -

$ 19,954,976

9.5%

Fidelity VIP Investment Grade Central Fund

1,824,890,441

315,251,127

-

2,102,426,410

68.6%

Total

$ 1,845,131,545

$ 315,251,127

$ -

$ 2,122,381,386

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $6,570,319 all of which will expire on December 31, 2014.

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

Semiannual Report

VIP Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $39,000,000) - See accompanying schedule:

Unaffiliated issuers
(cost $58,032,000)

$ 55,385,973

Fidelity Central Funds
(cost $2,171,058,115)

2,122,381,386

Total Investments
(cost $2,229,090,115)

$ 2,177,767,359

Cash

635

Receivable for fund shares sold

4,066,367

Interest receivable

74,032

Distributions receivable from Fidelity Central Funds

8,800,610

Prepaid expenses

4,068

Total assets

2,190,713,071

Liabilities

Payable for investments purchased on a delayed delivery basis

$ 1,870,163

Payable for fund shares redeemed

853,158

Swap agreements, at value

20,579

Accrued management fee

575,416

Distribution fees payable

149,163

Other affiliated payables

185,741

Other payables and accrued expenses

100,913

Total liabilities

3,755,133

Net Assets

$ 2,186,957,938

Net Assets consist of:

Paid in capital

$ 2,196,028,942

Undistributed net investment income

47,447,126

Accumulated undistributed net realized gain (loss) on investments

(5,174,795)

Net unrealized appreciation (depreciation) on investments

(51,343,335)

Net Assets

$ 2,186,957,938

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value
, offering price and redemption price per share ($1,165,459,636 ÷ 94,662,660 shares)

$ 12.31

Service Class:
Net Asset Value
, offering price and redemption price per share ($123,515,421 ÷ 10,097,473 shares)

$ 12.23

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($669,372,518 ÷ 55,256,418 shares)

$ 12.11

Investor Class:
Net Asset Value
, offering price and redemption price per share ($228,610,363 ÷ 18,609,509 shares)

$ 12.28

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

VIP Investment Grade Bond Portfolio

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Interest

$ 1,315,384

Income from Fidelity Central Funds

52,057,325

Total income

53,372,709

Expenses

Management fee

$ 3,268,251

Transfer agent fees

738,678

Distribution fees

774,670

Accounting fees and expenses

338,890

Custodian fees and expenses

645

Independent trustees' compensation

3,148

Audit

27,892

Legal

2,927

Miscellaneous

143,459

Total expenses before reductions

5,298,560

Expense reductions

(374)

5,298,186

Net investment income

48,074,523

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(298)

Capital gain distributions from Fidelity Central Funds

1,401,757

Total net realized gain (loss)

1,401,459

Change in net unrealized appreciation (depreciation) on:

Investment securities

(40,619,926)

Swap agreements

(20,579)

Total change in net unrealized appreciation (depreciation)

(40,640,505)

Net gain (loss)

(39,239,046)

Net increase (decrease) in net assets resulting from operations

$ 8,835,477

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 48,074,523

$ 83,673,466

Net realized gain (loss)

1,401,459

(4,151,411)

Change in net unrealized appreciation (depreciation)

(40,640,505)

(2,243,592)

Net increase (decrease) in net assets resulting from operations

8,835,477

77,278,463

Distributions to shareholders from net investment income

(80,210,403)

(66,380,131)

Distributions to shareholders from net realized gain

-

(4,008,845)

Total distributions

(80,210,403)

(70,388,976)

Share transactions - net increase (decrease)

307,798,023

251,368,493

Total increase (decrease) in net assets

236,423,097

258,257,980

Net Assets

Beginning of period

1,950,534,841

1,692,276,861

End of period (including undistributed net investment income of $47,447,126 and undistributed net investment income of $80,623,359, respectively)

$ 2,186,957,938

$ 1,950,534,841

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

Semiannual Report

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 12.76

$ 12.76

$ 13.25

$ 13.65

$ 13.70

$ 12.92

Income from Investment Operations

Net investment income E

.296

.591

.523

.476

.467

.610

Net realized and unrealized gain (loss)

(.222)

(.060)

(.243)

.104

.213

.680

Total from investment operations

.074

.531

.280

.580

.680

1.290

Distributions from net investment income

(.524)

(.501)

(.480)

(.570)

(.540)

(.510)

Distributions from net realized gain

-

(.030)

(.290)

(.410)

(.190)

-

Total distributions

(.524)

(.531)

(.770)

(.980)

(.730)

(.510)

Net asset value, end of period

$ 12.31

$ 12.76

$ 12.76

$ 13.25

$ 13.65

$ 13.70

Total Return B, C, D

.59%

4.35%

2.19%

4.46%

5.20%

10.34%

Ratios to Average Net Assets F, H

Expenses before reductions

.44% A

.44%

.49%

.56%

.54%

.54%

Expenses net of fee waivers, if any

.44% A

.44%

.49%

.56%

.54%

.54%

Expenses net of all reductions

.44% A

.44%

.49%

.56%

.54%

.53%

Net investment income

4.78% A

4.75%

4.12%

3.65%

3.48%

4.71%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,165,460

$ 1,184,942

$ 1,284,600

$ 1,374,972

$ 1,528,417

$ 1,965,036

Portfolio turnover rate G

0% A

34%

157%

170%

218%

192%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratios. The Fund indirectly bears its proportionate share of the expenses of any Fidelity Central Funds. Based on their most recent shareholder report date, the annualized expenses for Fidelity VIP Investment Grade Central Fund and Fidelity Specialized High Income Central Fund were less than .01%.

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 12.68

$ 12.68

$ 13.18

$ 13.61

$ 13.66

$ 12.89

Income from Investment Operations

Net investment income E

.287

.575

.511

.456

.448

.591

Net realized and unrealized gain (loss)

(.223)

(.053)

(.246)

.104

.212

.679

Total from investment operations

.064

.522

.265

.560

.660

1.270

Distributions from net investment income

(.514)

(.492)

(.475)

(.580)

(.520)

(.500)

Distributions from net realized gain

-

(.030)

(.290)

(.410)

(.190)

-

Total distributions

(.514)

(.522)

(.765)

(.990)

(.710)

(.500)

Net asset value, end of period

$ 12.23

$ 12.68

$ 12.68

$ 13.18

$ 13.61

$ 13.66

Total Return B, C, D

.51%

4.30%

2.08%

4.32%

5.06%

10.20%

Ratios to Average Net Assets F, H

Expenses before reductions

.54% A

.54%

.58%

.66%

.64%

.64%

Expenses net of fee waivers, if any

.54% A

.54%

.58%

.66%

.64%

.64%

Expenses net of all reductions

.54% A

.54%

.58%

.66%

.64%

.64%

Net investment income

4.68% A

4.65%

4.06%

3.54%

3.38%

4.60%

Supplemental Data

Net assets, end of period (000 omitted)

$ 123,515

$ 99,633

$ 79,205

$ 50,143

$ 18,305

$ 975

Portfolio turnover rate G

0% A

34%

157%

170%

218%

192%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratios. The Fund indirectly bears its proportionate share of the expenses of any Fidelity Central Funds. Based on their most recent shareholder report date, the annualized expenses for Fidelity VIP Investment Grade Central Fund and Fidelity Specialized High Income Central Fund were less than .01%.

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

VIP Investment Grade Bond Portfolio

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 12.56

$ 12.57

$ 13.08

$ 13.50

$ 13.57

$ 12.82

Income from Investment Operations

Net investment income E

.275

.551

.488

.435

.427

.571

Net realized and unrealized gain (loss)

(.221)

(.053)

(.248)

.105

.213

.679

Total from investment operations

.054

.498

.240

.540

.640

1.250

Distributions from net investment income

(.504)

(.478)

(.460)

(.550)

(.520)

(.500)

Distributions from net realized gain

-

(.030)

(.290)

(.410)

(.190)

-

Total distributions

(.504)

(.508)

(.750)

(.960)

(.710)

(.500)

Net asset value, end of period

$ 12.11

$ 12.56

$ 12.57

$ 13.08

$ 13.50

$ 13.57

Total Return B, C, D

.43%

4.14%

1.89%

4.19%

4.94%

10.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.69% A

.69%

.73%

.81%

.79%

.79%

Expenses net of fee waivers, if any

.69% A

.69%

.73%

.81%

.79%

.79%

Expenses net of all reductions

.69% A

.69%

.73%

.81%

.79%

.79%

Net investment income

4.53% A

4.50%

3.90%

3.39%

3.23%

4.45%

Supplemental Data

Net assets, end of period (000 omitted)

$ 669,373

$ 497,504

$ 285,528

$ 186,302

$ 115,411

$ 71,631

Portfolio turnover rate G

0% A

34%

157%

170%

218%

192%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratios. The Fund indirectly bears its proportionate share of the expenses of any Fidelity Central Funds. Based on their most recent shareholder report date, the annualized expenses for Fidelity VIP Investment Grade Central Fund and Fidelity Specialized High Income Central Fund were less than .01%.

Financial Highlights - Investor Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 12.74

$ 12.75

$ 12.65

Income from Investment Operations

Net investment income E

.292

.583

.242

Net realized and unrealized gain (loss)

(.228)

(.055)

(.142)

Total from investment operations

.064

.528

.100

Distributions from net investment income

(.524)

(.508)

-

Distributions from net realized gain

-

(.030)

-

Total distributions

(.524)

(.538)

-

Net asset value, end of period

$ 12.28

$ 12.74

$ 12.75

Total Return B, C, D

.51%

4.33%

.79%

Ratios to Average Net Assets F, I

Expenses before reductions

.48% A

.48%

.49% A

Expenses net of fee waivers, if any

.48% A

.48%

.49% A

Expenses net of all reductions

.48% A

.48%

.49% A

Net investment income

4.75% A

4.72%

4.40% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 228,610

$ 168,456

$ 42,944

Portfolio turnover rate G

0% A

34%

157%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratios. The Fund indirectly bears its proportionate share of the expenses of any Fidelity Central Funds. Based on their most recent shareholder report date, the annualized expenses for Fidelity VIP Investment Grade Central Fund and Fidelity Specialized High Income Central Fund were less than .01%.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Investment Grade Bond Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the trust) (formerly of Variable Insurance Products Fund II) and is authorized to issue an unlimited number of shares. Effective April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Fund's investment strategies or Fidelity Management & Research Company's (FMR) management of the Fund. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. The Fund invests substantially all of its assets in VIP Investment Grade Central Fund which is managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR and seeks a high level of income by normally investing in investment-grade debt securities. VIP Investment Grade Central Fund's operating and accounting policies are outlined in its financial statements, included at the end of this report as an attachment.

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

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

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

Mortgage Dollar Rolls

Repurchase Agreements

Restricted Securities

Swap Agreements

Fidelity Specialized High Income Central Fund

Fidelity Management & Research Company, Inc. (FMRC)

Seeks a high level of current income by normally investing in income-producing debt securities, with an emphasis on lower-quality debt securities.

Loans & Direct Debt Instruments

Repurchase Agreements

Restricted Securities

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at advisor.fidelity.com. A complete list of holdings for the Fidelity Specialized High Income Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Specialized High Income Central Fund are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices.

VIP Investment Grade Bond Portfolio

3. Significant Accounting Policies - continued

Security Valuation - continued

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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 for processing shareholder transactions 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. Interest income and income and capital gain distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service.

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, swap agreements, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, financing transactions, capital loss carryforwards, and prior period premium and discount on debt securities.

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

Unrealized appreciation

$ 16,952,920

Unrealized depreciation

(9,049,231)

Net unrealized appreciation (depreciation)

$ 7,903,689

Cost for federal income tax purposes

$ 2,169,863,670

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The Fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $319,676,731 and $982,232, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .32% of the Fund's average net assets.

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

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

Service Class

$ 56,133

Service Class 2

718,537

$ 774,670

VIP Investment Grade Bond Portfolio

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .10% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 404,766

Service Class

37,911

Service Class 2

193,624

Investor Class

102,377

$ 738,678

7. Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $2,389 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Expense Reductions.

Through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $374.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 38% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 22% of the total outstanding shares of the Fund.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 47,987,238

$ 49,399,358

Service Class

4,104,985

3,145,302

Service Class 2

20,916,153

11,428,030

Investor Class

7,202,027

2,407,441

Total

$ 80,210,403

$ 66,380,131

From net realized gain

Initial Class

$ -

$ 2,958,053

Service Class

-

191,787

Service Class 2

-

717,240

Investor Class

-

141,765

Total

$ -

$ 4,008,845

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

8,634,314

10,837,814

$ 107,476,294

$ 135,193,195

Reinvestment of distributions

3,904,576

4,287,542

47,987,238

52,350,889

Shares redeemed

(10,707,765)

(22,975,071)

(133,638,724)

(284,993,124)

Net increase (decrease)

1,831,125

(7,849,715)

$ 21,824,808

$ (97,449,040)

Service Class

Shares sold

3,149,346

3,518,243

$ 38,940,160

$ 43,182,084

Reinvestment of distributions

336,199

274,884

4,104,985

3,337,089

Shares redeemed

(1,244,462)

(2,181,355)

(15,346,882)

(26,768,294)

Net increase (decrease)

2,241,083

1,611,772

$ 27,698,263

$ 19,750,879

Service Class 2

Shares sold

15,927,241

19,973,590

$ 195,221,377

$ 244,806,904

Reinvestment of distributions

1,728,608

1,008,743

20,916,153

12,145,271

Shares redeemed

(1,998,521)

(4,090,898)

(24,616,410)

(50,132,793)

Net increase (decrease)

15,657,328

16,891,435

$ 191,521,120

$ 206,819,382

Investor Class

Shares sold

5,578,111

10,523,797

$ 69,321,718

$ 130,549,386

Reinvestment of distributions

587,441

208,558

7,202,027

2,542,317

Shares redeemed

(778,762)

(878,446)

(9,769,913)

(10,844,431)

Net increase (decrease)

5,386,790

9,853,909

$ 66,753,832

$ 122,247,272

VIP Investment Grade Bond Portfolio

Board Approval of Investment Advisory Contracts and Management Fees

VIP Investment Grade Bond Portfolio

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in June 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

Each year, typically in June, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio managers and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. The Board noted that, since the last Advisory Contract renewals in June 2006, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fee on Fidelity Advisor Floating Rate High Income Fund; (iii) contractually agreeing to reduce the management fees on Fidelity's California, Massachusetts, New Jersey, and New York AMT Tax-Free Money Market Funds, launching new Institutional Classes and Service Classes of these funds, and contractually agreeing to impose expense limitations on these funds; (iv) eliminating the exchange fee on the Fidelity Select Portfolios and reducing the pricing and bookkeeping fee rates for these funds; (v) reducing the maximum transfer agency fee rates on high income funds and certain equity funds; (vi) proposing amended management contracts that, if approved by shareholders, will add a performance adjustment component to the management fees paid by 18 Fidelity Advisor equity funds; (vii) contractually agreeing to reduce fees for Ultra-Short Central Fund and the money market Central Funds; (viii) waiving the Fidelity Advisor funds' contingent deferred sales charge on certain redemptions made through systematic withdrawal programs; and (ix) amending the management contracts for equity and fixed-income funds whose management contracts incorporate a "group fee" structure by adding four new fee "breakpoints" to the group fee rate schedules.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the cumulative total returns of Initial Class and Service Class 2 of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

VIP Investment Grade Bond Portfolio

VIP Investment Grade Bond Portfolio

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Initial Class of the fund was in the first quartile for the one- and five-year periods and the second quartile for the three-year period. The Board also stated that the relative investment performance of Initial Class of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 3% means that 97% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Investment Grade Bond Portfolio

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2006.

Furthermore, the Board considered that it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that the chart reflects the fund's lower management fee for 2005, as if the lower rate were in effect for the entire year.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each class ranked below its competitive median for 2006.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

VIP Investment Grade Bond Portfolio

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. In connection with the renewal of the fund's management contract, the Board approved amendments to the fund's management contract that added four new fee breakpoints to the group fee rate schedule for assets under FMR's management above $1,386 billion. The Board considered that the group fee rate declines under both the present and amended schedules, but that under the amended schedule, the group fee rate declines faster as assets under FMR's management exceed $1,386 billion. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) Fidelity's fund profitability methodology, profitability by investment discipline, and profitability trends within certain funds; (ii) Fidelity's compensation structure relative to competitors and its effect on profitability; (iii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iv) the total expenses of certain funds and classes relative to competitors; (v) fund performance trends; (vi) fall-out benefits received by certain Fidelity affiliates; and (vii) Fidelity's fee structures.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

The following are the financial statements for the Fidelity VIP Investment
Grade Central Fund as of June 30, 2007 which is a direct investment of
VIP Investment Grade Bond Portfolio.

Not Part of Financial Report

Shareholder Expense Example

As a shareholder of the 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 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, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 provides information about hypothetical account values and hypothetical expenses based on the 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. 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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Actual

$ 1,000.00

$ 1,008.30

$ .02

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,024.78

$ .02

* Expenses are equal to the Fund's annualized expense ratio of .0032%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Not Part of Financial Report

Investment Changes

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each Fidelity Central Fund.

Quality Diversification (% of fund's net assets)

As of June 30, 2007

As of December 31, 2006

U.S. Government and
U.S. Government
Agency Obligations 60.4%

U.S. Government and
U.S. Government
Agency Obligations 54.6%

AAA 17.3%

AAA 14.7%

AA 6.3%

AA 5.5%

A 6.0%

A 6.8%

BBB 17.6%

BBB 18.5%

BB and Below 2.0%

BB and Below 1.3%

Not Rated 0.7%

Not Rated 0.5%

Short-Term
Investments and
Net Other Assets*** (10.3)%

Short-Term
Investments and
Net Other Assets*** (1.9)%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Weighted Average Maturity as of June 30, 2007

6 months ago

Years

5.8

5.7

The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision.

Duration as of June 30, 2007

6 months ago

Years

4.5

4.2

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Corporate Bonds 23.4%

Corporate Bonds 23.7%

U.S. Government and
U.S. Government
Agency Obligations 60.4%

U.S. Government and
U.S. Government
Agency Obligations 54.6%

Asset-Backed
Securities 11.5%

Asset-Backed
Securities 11.2%

CMOs and Other
Mortgage Related
Securities 14.8%

CMOs and Other
Mortgage Related
Securities 11.5%

Other Investments 0.2%

Other Investments 0.9%

Short-Term
Investments and
Net Other Assets*** (10.3)%

Short-Term
Investments and
Net Other Assets*** (1.9)%

* Foreign investments

6.9%

** Foreign investments

9.0%

* Futures and Swaps

16.0%

** Futures and Swaps

19.0%

***Short-Term Investments and Net Other Assets are not included in the pie chart.

Not Part of Financial Report

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 20.6%

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.4%

Household Durables - 0.2%

Fortune Brands, Inc.:

5.125% 1/15/11

$ 4,010,000

$ 3,912,998

5.875% 1/15/36

1,035,000

896,541

4,809,539

Media - 1.2%

AOL Time Warner, Inc.:

6.75% 4/15/11

100,000

103,409

6.875% 5/1/12

290,000

302,548

7.625% 4/15/31

1,625,000

1,740,978

Comcast Corp.:

4.95% 6/15/16

2,975,000

2,729,194

5.5% 3/15/11

2,675,000

2,661,545

Cox Communications, Inc.:

4.625% 1/15/10

3,350,000

3,272,089

4.625% 6/1/13

3,475,000

3,254,671

6.45% 12/1/36 (a)

1,560,000

1,500,383

News America Holdings, Inc. 7.75% 12/1/45

1,905,000

2,089,366

News America, Inc. 6.2% 12/15/34

6,695,000

6,241,012

Time Warner Cable, Inc.:

5.85% 5/1/17 (a)

2,467,000

2,399,523

6.55% 5/1/37 (a)

9,000,000

8,698,563

Time Warner, Inc. 5.875% 11/15/16

400,000

389,040

Viacom, Inc. 5.75% 4/30/11

1,410,000

1,407,958

36,790,279

TOTAL CONSUMER DISCRETIONARY

41,599,818

CONSUMER STAPLES - 0.8%

Beverages - 0.1%

FBG Finance Ltd. 5.125% 6/15/15 (a)

2,185,000

2,047,773

Food & Staples Retailing - 0.3%

CVS Caremark Corp.:

6.036% 12/10/28 (a)

7,365,787

7,148,717

6.302% 6/1/37 (d)

3,895,000

3,833,961

10,982,678

Food Products - 0.1%

H.J. Heinz Co. 6.428% 12/1/08 (a)(d)

2,935,000

2,964,291

Tobacco - 0.3%

Altria Group, Inc. 7% 11/4/13

505,000

535,627

Philip Morris Companies, Inc. 7.65% 7/1/08

2,500,000

2,547,595

Principal Amount

Value

Reynolds American, Inc.:

6.75% 6/15/17

$ 3,885,000

$ 3,930,066

7.25% 6/15/37

3,055,000

3,144,948

10,158,236

TOTAL CONSUMER STAPLES

26,152,978

ENERGY - 2.3%

Energy Equipment & Services - 0.2%

Petronas Capital Ltd. 7% 5/22/12 (a)

6,135,000

6,494,180

Oil, Gas & Consumable Fuels - 2.1%

Amerada Hess Corp. 6.65% 8/15/11

1,045,000

1,079,689

Devon Financing Corp. U.L.C. 6.875% 9/30/11

3,000,000

3,131,805

Duke Capital LLC:

4.37% 3/1/09

3,575,000

3,510,314

6.25% 2/15/13

855,000

867,346

6.75% 2/15/32

4,255,000

4,188,082

Duke Energy Field Services 6.45% 11/3/36 (a)

3,300,000

3,259,809

El Paso Natural Gas Co. 5.95% 4/15/17 (a)

3,330,000

3,225,458

Empresa Nacional de Petroleo 6.75% 11/15/12 (a)

6,135,000

6,391,099

EnCana Holdings Finance Corp. 5.8% 5/1/14

320,000

318,459

Kinder Morgan Energy Partners LP 5.125% 11/15/14

6,045,000

5,701,596

Nakilat, Inc. 6.067% 12/31/33 (a)

4,615,000

4,324,532

National Gas Co. of Trinidad & Tobago Ltd. 6.05% 1/15/36 (a)

925,000

881,266

Nexen, Inc. 5.875% 3/10/35

1,655,000

1,485,242

Pemex Project Funding Master Trust:

5.75% 12/15/15

1,825,000

1,790,325

5.96% 12/3/12 (a)(d)

410,000

415,330

6.125% 8/15/08

6,850,000

6,891,100

6.66% 6/15/10 (a)(d)

4,480,000

4,600,960

Plains All American Pipeline LP:

6.125% 1/15/17 (a)

1,705,000

1,692,201

6.65% 1/15/37 (a)

3,190,000

3,145,206

Ras Laffan Liquid Natural Gas Co. Ltd. III:

5.832% 9/30/16 (a)

2,375,000

2,334,886

6.332% 9/30/27 (a)

2,415,000

2,363,222

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16

1,380,000

1,390,350

62,988,277

TOTAL ENERGY

69,482,457

Nonconvertible Bonds - continued

Principal Amount

Value

FINANCIALS - 8.9%

Capital Markets - 1.8%

Goldman Sachs Group, Inc.:

5.25% 10/15/13

$ 3,770,000

$ 3,654,766

5.625% 1/15/17

3,000,000

2,875,239

5.7% 9/1/12

2,935,000

2,933,221

6.6% 1/15/12

4,610,000

4,773,738

Janus Capital Group, Inc.:

5.875% 9/15/11

2,041,000

2,044,760

6.25% 6/15/12

6,015,000

6,055,349

JPMorgan Chase Capital XX 6.55% 9/29/36

3,090,000

2,975,812

Lazard Group LLC:

6.85% 6/15/17 (a)

3,230,000

3,232,229

7.125% 5/15/15

5,585,000

5,761,062

Lehman Brothers Holdings, Inc. 6% 5/3/32 (d)

2,960,000

2,791,955

Merrill Lynch & Co., Inc. 4.25% 2/8/10

7,275,000

7,073,679

Morgan Stanley:

4.75% 4/1/14

1,500,000

1,400,759

6.6% 4/1/12

7,695,000

7,980,215

53,552,784

Commercial Banks - 0.7%

Bank of America NA:

5.3% 3/15/17

1,480,000

1,413,230

6% 10/15/36

1,480,000

1,428,475

Credit Suisse (Guernsey) Ltd. 5.86%

4,785,000

4,610,166

Korea Development Bank 3.875% 3/2/09

5,775,000

5,616,476

SouthTrust Corp. 5.8% 6/15/14

1,440,000

1,437,608

Wachovia Bank NA:

4.875% 2/1/15

4,405,000

4,161,148

5.85% 2/1/37

3,000,000

2,838,939

Wachovia Corp. 4.875% 2/15/14

785,000

748,943

22,254,985

Consumer Finance - 0.7%

American Express Co. 6.8% 9/1/66 (d)

1,625,000

1,675,568

Capital One Financial Corp. 5.7% 9/15/11

1,375,000

1,368,197

Discover Financial Services 5.89% 6/11/10 (a)(d)

7,050,000

7,049,069

HSBC Finance Corp. 5% 6/30/15

3,525,000

3,301,645

MBNA America Bank NA 7.125% 11/15/12

1,075,000

1,147,285

MBNA Corp. 7.5% 3/15/12

1,860,000

2,003,458

SLM Corp.:

4.5% 7/26/10

645,000

596,376

5.515% 7/26/10 (d)

4,082,000

3,872,001

21,013,599

Principal Amount

Value

Diversified Financial Services - 1.3%

Bank of America Corp. 7.4% 1/15/11

$ 9,125,000

$ 9,660,665

Citigroup, Inc.:

5% 9/15/14

2,325,000

2,211,684

6.125% 8/25/36

6,000,000

5,891,508

JPMorgan Chase & Co.:

4.891% 9/1/15 (d)

20,000

19,611

5.6% 6/1/11

127,000

127,298

5.75% 1/2/13

3,500,000

3,500,907

JPMorgan Chase Capital XVII 5.85% 8/1/35

6,975,000

6,340,498

Prime Property Funding, Inc.:

5.125% 6/1/15 (a)

3,375,000

3,190,256

5.5% 1/15/14 (a)

2,405,000

2,377,852

ZFS Finance USA Trust II 6.45% 12/15/65 (a)(d)

3,400,000

3,297,850

ZFS Finance USA Trust V 6.5% 5/9/67 (a)(d)

2,035,000

1,968,140

38,586,269

Insurance - 0.6%

AMBAC Financial Group, Inc. 6.15% 2/15/37

2,680,000

2,401,988

Axis Capital Holdings Ltd. 5.75% 12/1/14

420,000

408,035

Lincoln National Corp. 7% 5/17/66 (d)

5,510,000

5,653,701

Marsh & McLennan Companies, Inc. 7.125% 6/15/09

4,259,000

4,365,696

Principal Life Global Funding I 6.25% 2/15/12 (a)

2,310,000

2,376,119

Symetra Financial Corp. 6.125% 4/1/16 (a)

3,855,000

3,812,279

19,017,818

Real Estate Investment Trusts - 2.6%

AMB Property LP 5.9% 8/15/13

2,575,000

2,578,059

Archstone-Smith Operating Trust 5.25% 5/1/15

6,480,000

6,264,326

Arden Realty LP 5.25% 3/1/15

625,000

606,895

Brandywine Operating Partnership LP:

4.5% 11/1/09

1,365,000

1,333,316

5.625% 12/15/10

2,260,000

2,257,724

5.7% 5/1/17

5,000,000

4,841,875

5.75% 4/1/12

1,115,000

1,113,942

Camden Property Trust 5.375% 12/15/13

1,655,000

1,612,677

Colonial Properties Trust:

4.75% 2/1/10

615,000

601,811

5.5% 10/1/15

6,290,000

6,045,520

Developers Diversified Realty Corp.:

3.875% 1/30/09

1,010,000

983,909

4.625% 8/1/10

225,000

218,345

5% 5/3/10

2,435,000

2,392,302

Nonconvertible Bonds - continued

Principal Amount

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Developers Diversified Realty Corp.: - continued

5.25% 4/15/11

$ 1,395,000

$ 1,371,380

5.375% 10/15/12

1,240,000

1,215,126

Duke Realty LP:

4.625% 5/15/13

925,000

876,916

5.5% 3/1/16

1,270,000

1,233,536

5.625% 8/15/11

2,325,000

2,319,836

5.95% 2/15/17

685,000

682,351

6.95% 3/15/11

1,535,000

1,599,409

Equity One, Inc. 6% 9/15/17 (a)

1,760,000

1,721,562

Federal Realty Investment Trust 5.4% 12/1/13

1,390,000

1,350,527

Hospitality Properties Trust 5.625% 3/15/17

4,210,000

4,017,498

HRPT Properties Trust:

5.75% 11/1/15

670,000

655,052

6.25% 6/15/17

4,455,000

4,488,871

Liberty Property LP 5.5% 12/15/16

1,715,000

1,648,070

Mack-Cali Realty LP:

5.05% 4/15/10

1,735,000

1,704,429

7.25% 3/15/09

1,085,000

1,114,137

Reckson Operating Partnership LP:

5.15% 1/15/11

795,000

773,641

6% 3/31/16

3,099,000

2,955,045

Simon Property Group LP:

4.6% 6/15/10

2,965,000

2,887,065

4.875% 8/15/10

2,455,000

2,409,141

5% 3/1/12

2,060,000

2,005,698

5.1% 6/15/15

3,210,000

3,051,266

5.375% 6/1/11

2,020,000

2,004,852

7.75% 1/20/11

595,000

635,857

UDR, Inc. 5.5% 4/1/14

2,690,000

2,623,597

United Dominion Realty Trust, Inc. 5.25% 1/15/15

890,000

848,521

Washington (REIT) 5.95% 6/15/11

3,015,000

3,032,394

80,076,478

Real Estate Management & Development - 0.5%

ERP Operating LP 5.5% 10/1/12

1,585,000

1,570,150

Post Apartment Homes LP 6.3% 6/1/13

2,655,000

2,702,933

Realogy Corp.:

7.15% 10/15/11 (a)

2,045,000

2,050,113

7.5% 10/15/16 (a)

4,620,000

4,620,000

Regency Centers LP:

5.875% 6/15/17

3,005,000

2,955,123

6.75% 1/15/12

2,035,000

2,115,049

16,013,368

Principal Amount

Value

Thrifts & Mortgage Finance - 0.7%

Capmark Financial Group, Inc.:

5.875% 5/10/12 (a)

$ 3,610,000

$ 3,562,691

6.3% 5/10/17 (a)

1,400,000

1,377,674

Independence Community Bank Corp. 3.75% 4/1/14 (d)

3,820,000

3,695,017

Residential Capital LLC 6.5% 6/1/12

6,000,000

5,854,758

Washington Mutual, Inc. 4.625% 4/1/14

7,200,000

6,617,642

21,107,782

TOTAL FINANCIALS

271,623,083

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Teva Pharmaceutical Finance LLC 5.55% 2/1/16

2,940,000

2,817,067

INDUSTRIALS - 2.0%

Aerospace & Defense - 0.3%

BAE Systems Holdings, Inc. 4.75% 8/15/10 (a)

3,465,000

3,388,236

Bombardier, Inc.:

6.3% 5/1/14 (a)

4,515,000

4,289,250

7.45% 5/1/34 (a)

420,000

405,300

8,082,786

Airlines - 1.3%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

208,963

210,008

6.978% 10/1/12

673,976

681,559

7.024% 4/15/11

2,180,000

2,212,700

7.858% 4/1/13

3,480,000

3,680,100

Continental Airlines, Inc. pass thru trust certificates:

6.648% 3/15/19

2,200,921

2,217,428

6.795% 2/2/20

3,776,335

3,719,690

Delta Air Lines, Inc. pass thru trust certificates 7.57% 11/18/10

4,650,000

4,825,352

U.S. Airways pass thru trust certificates:

6.85% 7/30/19

1,552,668

1,610,893

8.36% 7/20/20

5,803,527

6,311,336

United Airlines pass thru trust certificates:

6.071% 9/1/14

741,407

745,114

6.201% 3/1/10

314,832

317,981

6.602% 9/1/13

948,785

955,901

7.032% 4/1/12

1,459,553

1,473,244

Nonconvertible Bonds - continued

Principal Amount

Value

INDUSTRIALS - continued

Airlines - continued

United Airlines pass thru trust certificates: - continued

7.186% 10/1/12

$ 3,617,033

$ 3,698,417

United Air Lines, Inc. pass-thru certificates Class 1A, 6.636% 7/2/22

6,120,000

6,089,400

38,749,123

Commercial Services & Supplies - 0.1%

R.R. Donnelley & Sons Co. 5.5% 5/15/15

3,395,000

3,144,415

Industrial Conglomerates - 0.3%

Hutchison Whampoa International 03/33 Ltd. 5.45% 11/24/10 (a)

3,600,000

3,576,758

Hutchison Whampoa International Ltd. 6.5% 2/13/13 (a)

6,485,000

6,671,042

10,247,800

TOTAL INDUSTRIALS

60,224,124

INFORMATION TECHNOLOGY - 0.2%

IT Services - 0.0%

The Western Union Co. 5.4% 11/17/11

2,365,000

2,333,257

Semiconductors & Semiconductor Equipment - 0.2%

Chartered Semiconductor Manufacturing Ltd. 5.75% 8/3/10

195,000

195,316

National Semiconductor Corp. 6.15% 6/15/12

5,265,000

5,325,068

5,520,384

TOTAL INFORMATION TECHNOLOGY

7,853,641

MATERIALS - 0.2%

Metals & Mining - 0.2%

United States Steel Corp. 6.65% 6/1/37

2,270,000

2,198,261

Vale Overseas Ltd. 6.25% 1/23/17

3,115,000

3,089,519

5,287,780

Paper & Forest Products - 0.0%

International Paper Co. 4.25% 1/15/09

1,900,000

1,861,905

TOTAL MATERIALS

7,149,685

TELECOMMUNICATION SERVICES - 1.7%

Diversified Telecommunication Services - 1.4%

AT&T Broadband Corp. 8.375% 3/15/13

2,150,000

2,400,067

AT&T, Inc. 6.8% 5/15/36

3,550,000

3,676,721

Principal Amount

Value

British Telecommunications plc 9.125% 12/15/30

$ 2,250,000

$ 2,944,766

Deutsche Telekom International Finance BV 5.25% 7/22/13

2,500,000

2,417,653

SBC Communications, Inc.:

6.15% 9/15/34

1,180,000

1,131,395

6.45% 6/15/34

3,620,000

3,577,440

Sprint Capital Corp.:

6.875% 11/15/28

2,610,000

2,484,362

8.75% 3/15/32

5,210,000

5,851,507

Telecom Italia Capital SA:

4.95% 9/30/14

2,000,000

1,853,052

7.2% 7/18/36

1,470,000

1,511,253

Telefonica Emisiones SAU:

6.221% 7/3/17 (b)

2,885,000

2,877,776

7.045% 6/20/36

3,645,000

3,774,678

Verizon Global Funding Corp. 7.75% 12/1/30

5,043,000

5,648,982

Verizon New York, Inc. 6.875% 4/1/12

1,095,000

1,141,656

41,291,308

Wireless Telecommunication Services - 0.3%

America Movil SAB de CV 4.125% 3/1/09

1,755,000

1,720,993

AT&T Wireless Services, Inc.:

7.875% 3/1/11

740,000

795,632

8.125% 5/1/12

1,130,000

1,242,485

Sprint Nextel Corp. 6% 12/1/16

2,710,000

2,570,855

Vodafone Group PLC 5% 12/16/13

3,890,000

3,693,361

10,023,326

TOTAL TELECOMMUNICATION SERVICES

51,314,634

UTILITIES - 3.0%

Electric Utilities - 1.5%

AmerenUE 6.4% 6/15/17

6,014,000

6,135,537

Cleveland Electric Illuminating Co. 5.65% 12/15/13

4,640,000

4,545,590

Commonwealth Edison Co. 5.4% 12/15/11

2,394,000

2,344,966

Exelon Corp.:

4.9% 6/15/15

5,075,000

4,670,314

6.75% 5/1/11

2,230,000

2,297,611

FirstEnergy Corp. 6.45% 11/15/11

2,980,000

3,055,731

Nevada Power Co. 6.5% 5/15/18

3,165,000

3,284,954

PPL Capital Funding, Inc. 6.7% 3/30/67 (d)

6,230,000

5,999,004

Progress Energy, Inc.:

5.625% 1/15/16

2,000,000

1,958,932

7.1% 3/1/11

3,277,000

3,433,827

TXU Energy Co. LLC 7% 3/15/13

7,275,000

7,504,090

45,230,556

Nonconvertible Bonds - continued

Principal Amount

Value

UTILITIES - continued

Gas Utilities - 0.2%

NiSource Finance Corp.:

5.4% 7/15/14

$ 3,885,000

$ 3,734,876

5.45% 9/15/20

2,135,000

1,931,167

7.875% 11/15/10

925,000

984,924

Texas Eastern Transmission Corp. 7.3% 12/1/10

185,000

194,600

6,845,567

Independent Power Producers & Energy Traders - 0.4%

Constellation Energy Group, Inc. 7% 4/1/12

5,735,000

6,008,657

PPL Energy Supply LLC:

5.7% 10/15/35

3,030,000

2,926,080

6.2% 5/15/16

2,715,000

2,690,171

TXU Corp. 5.55% 11/15/14

980,000

852,600

12,477,508

Multi-Utilities - 0.9%

Dominion Resources, Inc.:

4.75% 12/15/10

3,540,000

3,457,277

6.25% 6/30/12

3,230,000

3,354,297

6.3% 9/30/66 (d)

4,255,000

4,279,556

DTE Energy Co. 7.05% 6/1/11

3,500,000

3,656,891

MidAmerican Energy Holdings, Co. 5.875% 10/1/12

2,880,000

2,904,846

National Grid PLC 6.3% 8/1/16

7,060,000

7,188,838

TECO Energy, Inc. 7% 5/1/12

1,740,000

1,798,073

WPS Resources Corp. 6.11% 12/1/66 (d)

2,330,000

2,234,251

28,874,029

TOTAL UTILITIES

93,427,660

TOTAL NONCONVERTIBLE BONDS

(Cost $639,136,422)

631,645,147

U.S. Government and Government Agency Obligations - 27.7%

U.S. Government Agency Obligations - 2.4%

Fannie Mae:

3.25% 2/15/09

3,286,000

3,186,033

4.75% 12/15/10

9,565,000

9,430,306

5% 2/16/12

12,000,000

11,853,750

6.625% 9/15/09

3,020,000

3,108,900

Federal Home Loan Bank 5.375% 8/19/11

8,940,000

8,976,663

Freddie Mac:

4% 6/12/13

17,620,000

16,416,448

4.75% 3/5/09

5,462,000

5,421,035

5.25% 7/18/11

413,000

412,965

5.75% 1/15/12

6,410,000

6,533,476

6.625% 9/15/09

3,475,000

3,576,880

Principal Amount

Value

Tennessee Valley Authority 5.375% 4/1/56

$ 2,375,000

$ 2,250,714

U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1996-A, 7.63% 8/1/14

2,330,000

2,329,711

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

73,496,881

U.S. Treasury Inflation Protected Obligations - 6.3%

U.S. Treasury Inflation-Indexed Notes:

0.875% 4/15/10

24,215,094

22,989,752

2% 4/15/12

10,183,300

9,877,293

2% 1/15/14 (c)

128,719,848

123,675,161

2% 7/15/14

5,481,300

5,260,746

2.375% 4/15/11

19,266,412

19,049,991

3.5% 1/15/11

11,872,900

12,217,150

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

193,070,093

U.S. Treasury Obligations - 19.0%

U.S. Treasury Bonds 6.25% 5/15/30

46,558,000

53,214,351

U.S. Treasury Notes:

4.25% 8/15/13 (c)

49,752,000

48,037,894

4.25% 8/15/14

50,000,000

47,828,100

4.5% 9/30/11

20,000,000

19,671,880

4.5% 11/30/11

65,000,000

63,892,985

4.75% 1/31/12

110,000,000

109,175,000

4.75% 5/31/12 (b)

154,450,000

153,244,899

4.75% 5/15/14

86,307,000

85,228,163

TOTAL U.S. TREASURY OBLIGATIONS

580,293,272

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $858,987,156)

846,860,246

U.S. Government Agency - Mortgage Securities - 27.9%

Fannie Mae - 23.3%

3.753% 10/1/33 (d)

276,382

275,926

3.786% 6/1/34 (d)

1,361,644

1,336,726

3.802% 6/1/33 (d)

236,887

237,975

3.836% 10/1/33 (d)

3,329,521

3,301,262

3.847% 10/1/33 (d)

6,677,236

6,670,111

3.947% 5/1/33 (d)

81,849

81,458

3.995% 10/1/18 (d)

202,064

200,397

4% 8/1/18 to 6/1/19

3,617,564

3,353,180

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value

Fannie Mae - continued

4.013% 4/1/33 (d)

$ 77,617

$ 77,878

4.076% 2/1/35 (d)

162,581

162,940

4.1% 1/1/35 (d)

462,954

464,449

4.166% 1/1/35 (d)

602,022

590,743

4.25% 2/1/35 (d)

289,319

284,327

4.267% 5/1/35 (d)

290,073

290,142

4.282% 10/1/33 (d)

113,015

112,327

4.291% 3/1/33 (d)

294,130

295,836

4.291% 8/1/33 (d)

510,599

511,620

4.294% 3/1/35 (d)

256,815

258,195

4.302% 6/1/33 (d)

142,521

143,731

4.303% 3/1/33 (d)

154,794

152,104

4.315% 4/1/35 (d)

131,283

131,190

4.345% 1/1/35 (d)

309,576

304,662

4.365% 2/1/34 (d)

572,159

568,107

4.396% 2/1/35 (d)

445,007

437,493

4.422% 5/1/35 (d)

223,922

224,228

4.432% 3/1/35 (d)

407,618

400,935

4.435% 5/1/35 (d)

780,812

780,264

4.443% 8/1/34 (d)

826,383

820,970

4.487% 3/1/35 (d)

922,574

908,572

4.498% 2/1/35 (d)

1,545,712

1,560,002

4.5% 4/1/18 to 10/1/35

97,534,987

90,981,813

4.5% 7/1/22 (b)

4,000,000

3,794,757

4.5% 7/1/22 (b)

12,000,000

11,384,272

4.503% 2/1/35 (d)

226,412

227,451

4.508% 3/1/35 (d)

902,067

888,945

4.509% 2/1/35 (d)

127,508

129,290

4.516% 10/1/35 (d)

76,079

75,760

4.518% 7/1/35 (d)

943,301

940,979

4.519% 2/1/35 (d)

4,074,942

4,049,985

4.567% 2/1/35 (d)

806,749

796,539

4.571% 7/1/35 (d)

1,044,617

1,048,897

4.574% 2/1/35 (d)

2,826,746

2,789,869

4.577% 9/1/34 (d)

882,121

873,542

4.579% 1/1/35 (d)

345,257

344,222

4.586% 11/1/34 (d)

806,985

798,253

4.63% 2/1/35 (d)

9,542,608

9,422,841

4.651% 3/1/35 (d)

1,865,384

1,875,108

4.658% 11/1/34 (d)

968,277

960,498

4.678% 5/1/35 (d)

4,153,866

4,165,500

4.701% 10/1/34 (d)

947,648

940,422

4.719% 3/1/35 (d)

86,106

86,778

4.721% 7/1/34 (d)

775,245

770,783

4.721% 12/1/34 (d)

611,390

606,194

4.783% 12/1/34 (d)

252,731

250,631

4.804% 6/1/35 (d)

1,238,605

1,242,175

4.807% 11/1/34 (d)

749,499

743,912

4.857% 10/1/34 (d)

3,110,258

3,092,253

4.87% 5/1/33 (d)

17,937

18,078

4.942% 8/1/34 (d)

222,836

223,258

Principal Amount

Value

5% 10/1/17 to 8/1/35

$ 66,435,142

$ 63,616,531

5% 7/1/22 (b)

10,000,000

9,657,965

5% 7/1/22 (b)

23,000,000

22,213,320

5% 7/1/37 (b)

50,000,000

46,820,130

5% 7/1/37 (b)

40,000,000

37,456,104

5% 7/1/37 (b)

25,000,000

23,410,065

5.026% 7/1/34 (d)

119,882

119,609

5.051% 5/1/35 (d)

1,531,464

1,541,877

5.07% 9/1/34 (d)

2,301,375

2,296,181

5.092% 5/1/35 (d)

3,744,649

3,773,810

5.149% 5/1/35 (d)

947,721

942,909

5.161% 5/1/35 (d)

2,702,307

2,689,231

5.168% 6/1/35 (d)

1,081,526

1,086,037

5.17% 8/1/33 (d)

362,925

363,649

5.196% 5/1/35 (d)

3,043,978

3,031,468

5.29% 12/1/35 (d)

1,741,237

1,732,504

5.304% 2/1/36 (d)

3,489,666

3,472,679

5.315% 7/1/35 (d)

132,064

133,090

5.478% 2/1/36 (d)

5,003,198

4,999,382

5.5% 6/1/09 to 2/1/36

154,747,626

150,300,960

5.5% 7/1/37 (b)

45,000,000

43,374,816

5.561% 9/1/36 (d)

1,778,041

1,786,315

5.598% 1/1/36 (d)

1,453,529

1,456,168

5.709% 9/1/35 (d)

1,406,786

1,409,199

5.809% 2/1/36 (d)

800,323

804,109

5.816% 1/1/36 (d)

916,998

918,409

6% 6/1/14 to 6/1/36

30,298,871

30,287,317

6% 7/1/22 (b)

3,000,000

3,012,588

6% 8/1/37 (b)

25,000,000

24,748,795

6.5% 6/1/11 to 7/1/34

45,313,178

46,168,087

6.611% 9/1/36 (d)

4,489,677

4,557,135

7% 3/1/15 to 8/1/32

3,822,776

3,937,512

7.5% 8/1/08 to 11/1/31

3,015,493

3,154,731

8% 1/1/30 to 5/1/30

71,161

75,075

8.5% 3/1/25 to 6/1/25

1,333

1,422

TOTAL FANNIE MAE

713,809,934

Freddie Mac - 2.5%

4% 2/1/20

3,708,768

3,434,881

4.066% 1/1/35 (d)

972,230

972,540

4.288% 2/1/35 (d)

711,065

710,310

4.288% 3/1/35 (d)

303,087

302,532

4.302% 12/1/34 (d)

430,360

422,016

4.344% 3/1/35 (d)

670,934

657,490

4.378% 2/1/35 (d)

794,048

778,339

4.42% 6/1/35 (d)

458,398

456,059

4.426% 3/1/35 (d)

428,762

419,908

4.427% 2/1/34 (d)

339,451

336,138

4.445% 3/1/35 (d)

403,810

396,044

4.5% 5/1/19

41,797

39,794

U.S. Government Agency - Mortgage Securities - continued

Principal Amount

Value

Freddie Mac - continued

4.541% 2/1/35 (d)

$ 708,225

$ 695,398

4.772% 10/1/34 (d)

1,236,353

1,223,176

4.777% 3/1/33 (d)

129,134

131,435

4.82% 9/1/34 (d)

608,277

602,680

4.989% 4/1/35 (d)

1,789,731

1,798,382

5.129% 4/1/35 (d)

1,666,076

1,652,523

5.216% 3/1/36 (d)

671,214

670,924

5.445% 11/1/35 (d)

811,328

807,223

5.536% 1/1/36 (d)

2,335,498

2,328,086

6% 5/1/33

3,667,573

3,659,065

6% 7/1/37 (b)

40,000,000

39,610,328

6.488% 10/1/36 (d)

4,466,771

4,521,968

6.577% 7/1/36 (d)

2,096,223

2,121,540

6.639% 7/1/36 (d)

5,773,465

5,848,019

6.698% 8/1/36 (d)

719,605

730,351

7.5% 5/1/17 to 11/1/31

343,784

360,068

8% 7/1/17 to 5/1/27

45,643

48,085

8.5% 3/1/20 to 1/1/28

193,784

206,859

TOTAL FREDDIE MAC

75,942,161

Government National Mortgage Association - 2.1%

4.25% 7/20/34 (d)

557,440

555,572

4.5% 2/20/37 (d)

8,045,282

7,865,608

4.75% 1/20/34 (d)

1,806,677

1,798,634

6% 8/15/08 to 8/15/29

793,660

794,482

6.5% 6/15/08 to 11/15/35

15,129,891

15,444,652

6.5% 7/1/37 (b)

9,000,000

9,137,594

6.5% 7/1/37 (b)

7,000,000

7,107,017

6.5% 7/1/37 (b)

12,000,000

12,183,458

7% 1/15/28 to 11/15/32

6,704,535

6,956,702

7.5% 4/15/22 to 10/15/28

1,471,312

1,542,191

8% 2/15/17 to 1/15/31

196,303

206,214

8.5% 12/15/16 to 3/15/30

61,140

65,298

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

63,657,422

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $867,793,035)

853,409,517

Asset-Backed Securities - 3.2%

ACE Securities Corp. Series 2005-SD1 Class A1, 5.72% 11/25/50 (d)

277,403

277,610

Aesop Funding II LLC Series 2005-1A Class A1, 3.95% 4/20/08 (a)

1,200,000

1,188,641

Airspeed Ltd. Series 2007-1A Class C1, 7.8324% 4/15/24 (a)(d)

3,065,000

3,065,000

Principal Amount

Value

AmeriCredit Automobile Receivables Trust Series 2006-1:

Class A3, 5.11% 10/6/10

$ 97,000

$ 96,781

Class B1, 5.2% 3/6/11

305,000

303,717

Class C1, 5.28% 11/6/11

1,850,000

1,839,052

Class E1, 6.62% 5/6/13 (a)

1,075,467

1,070,337

Amortizing Residential Collateral Trust Series 2002-BC1 Class M2, 6.42% 1/25/32 (d)

146,891

137,402

ARG Funding Corp. Series 2005-1A Class A1, 4.02% 4/20/09 (a)

1,300,000

1,288,825

Argent Securities, Inc. Series 2004-W5 Class M1, 5.92% 4/25/34 (d)

1,730,000

1,738,547

Capital Auto Receivables Asset Trust:

Series 2006-1:

Class A3, 5.03% 10/15/09

995,000

991,990

Class B, 5.26% 10/15/10

945,000

941,543

Class C, 5.55% 1/18/11

5,965,000

5,964,227

Class D, 7.16% 1/15/13 (a)

645,000

645,428

Series 2006-SN1A:

Class B, 5.5% 4/20/10 (a)

445,000

444,058

Class C, 5.77% 5/20/10 (a)

430,000

430,640

Class D, 6.15% 4/20/11 (a)

725,000

729,282

Series 2007-SN1:

Class B, 5.52% 3/15/11

1,140,000

1,138,219

Class C, 5.73% 3/15/11

660,000

658,891

Class D, 6.05% 1/17/12

1,630,000

1,627,580

Capital One Multi-Asset Execution Trust Series 2004-6 Class B, 4.15% 7/16/12

4,465,000

4,348,497

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

4,260,000

4,227,088

Carrington Mortgage Loan Trust Series 2006-NC3 Class M10, 7.32% 8/25/36 (a)(d)

255,000

132,600

Cendant Timeshare Receivables Funding LLC Series 2005-1A Class A1, 4.67% 5/20/17 (a)

761,032

748,538

CIT Equipment Collateral Trust Series 2006-VT1 Class A3, 5.13% 12/21/08

3,380,000

3,373,993

Citibank Credit Card Issuance Trust:

Series 2005-B1 Class B1, 4.4% 9/15/10

5,120,000

5,056,668

Series 2006-B2 Class B2, 5.15% 3/7/11

2,270,000

2,259,008

CNH Equipment Trust Series 2006-A Class A3, 5.2% 8/16/10

2,415,000

2,412,170

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1A:

Class B, 4.878% 6/15/35 (a)

2,052,000

2,005,510

Asset-Backed Securities - continued

Principal Amount

Value

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1A: - continued

Class C, 5.074% 6/15/35 (a)

$ 1,862,000

$ 1,825,335

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (a)

840,000

848,381

Drive Auto Receivables Trust Series 2006-2 Class A3, 5.33% 4/15/14 (a)

4,995,000

4,989,289

DT Auto Owner Trust Series 2007-A Class A3, 5.6% 3/15/13 (a)

5,175,000

5,175,000

Ford Credit Auto Owner Trust:

Series 2006-A Class A3, 5.05% 11/15/09

2,335,000

2,329,265

Series 2006-B Class D, 7.26% 2/15/13 (a)

1,025,000

1,026,514

GSAMP Trust Series 2004-AR1 Class B4, 5% 6/25/34 (a)(d)

550,000

513,715

Hyundai Auto Receivables Trust:

Series 2004-1 Class A4, 5.26% 11/15/12

2,010,000

2,004,075

Series 2006-1:

Class A3, 5.13% 6/15/10

745,000

744,015

Class B, 5.29% 11/15/12

315,000

314,375

Class C, 5.34% 11/15/12

405,000

404,150

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A:

Class B, 4.13% 11/20/37 (a)

3,860,000

3,622,058

Class C, 4.13% 11/20/37 (a)

3,760,000

3,388,430

Long Beach Mortgage Loan Trust Series 2004-2 Class M1, 5.85% 6/25/34 (d)

525,000

525,333

National Collegiate Student Loan Trust Series 2005-GT1 Class AIO, 6.75% 12/25/09 (f)

1,750,000

271,797

Onyx Acceptance Owner Trust Series 2005-A Class A3, 3.69% 5/15/09

87,664

87,501

Park Place Securities, Inc. Series 2005-WCH1 Class M2, 5.84% 1/25/35 (d)

1,700,000

1,704,329

Pinnacle Capital Asset Trust Series 2006-A:

Class B, 5.51% 9/25/09 (a)

1,460,000

1,457,707

Class C, 5.77% 5/25/10 (a)

1,355,000

1,352,177

Providian Master Note Trust Series 2006-B1A Class B1, 5.35% 3/15/13 (a)

4,570,000

4,557,504

Specialty Underwriting & Residential Finance Trust Series 2003-BC4 Class M1, 5.92% 11/25/34 (d)

685,000

687,002

Swift Master Auto Receivables Trust Series 2007-1:

Class B, 5.54% 6/15/12 (d)

2,235,000

2,235,000

Principal Amount

Value

Class C, 5.82% 6/15/12 (d)

$ 1,335,000

$ 1,335,000

Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10

2,195,000

2,188,192

Wachovia Auto Loan Trust Series 2006-2A Class A4, 5.23% 3/20/12 (a)

4,000,000

3,987,378

World Omni Auto Receivables Trust Series 2006-A Class A3, 5.01% 10/15/10

2,193,515

2,188,745

TOTAL ASSET-BACKED SECURITIES

(Cost $99,305,633)

98,904,109

Collateralized Mortgage Obligations - 5.8%

Private Sponsor - 2.4%

Banc of America Commercial Mortgage Trust Series 2007-2:

Class B, 5.6984% 4/10/17

485,000

473,006

Class C, 5.6984% 4/10/17

1,290,000

1,250,834

Class D, 5.6984% 5/10/17

650,000

630,952

Banc of America Mortgage Securities, Inc.:

Series 2004-J Class 2A1, 4.7773% 11/25/34 (d)

1,758,842

1,736,962

Series 2005-E Class 2A7, 4.6041% 6/25/35 (d)

2,680,000

2,612,544

GSR Mortgage Loan Trust Series 2007-AR2 Class 2A1, 4.8489% 4/25/35 (d)

1,825,691

1,800,019

Holmes Master Issuer PLC floater Series 2007-2A Class 2C1, 5.77% 7/15/21 (d)

1,950,000

1,950,000

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18 Class A3, 5.447% 6/12/47 (d)

6,185,000

6,039,300

JPMorgan Mortgage Trust:

sequential payer Series 2006-A3 Class 3A3, 5.7519% 5/25/36 (d)

7,815,000

7,741,734

Series 2005-A8 Class 2A3, 4.9508% 11/25/35 (d)

760,000

741,961

Series 2006-A3 Class 6A1, 3.7672% 8/25/34 (d)

2,781,437

2,711,806

Series 2007-A1 Class 3A2, 5.0084% 7/25/35 (d)

7,436,830

7,340,518

MASTR Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

455,119

445,661

Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3 Class ASB, 5.382% 7/12/46 (d)

4,570,000

4,473,653

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-CB1:

Class B4, 6.97% 6/10/35 (a)(d)

1,022,466

1,036,525

Class B5, 7.57% 6/10/35 (a)(d)

698,608

709,960

Class B6, 8.07% 6/10/35 (a)(d)

411,762

419,998

Collateralized Mortgage Obligations - continued

Principal Amount

Value

Private Sponsor - continued

Residential Asset Mortgage Products, Inc. sequential payer Series 2004-SL2 Class A1, 6.5% 10/25/16

$ 262,492

$ 265,571

Wachovia Mortgage Loan Trust LLC Series 2005-B Class 2A4, 5.1709% 10/20/35 (d)

605,000

598,455

WaMu Mortgage pass-thru certificates Series 2007-HY1 Class 4A1, 5.482% 2/25/37 (d)

4,797,351

4,761,884

Wells Fargo Mortgage Backed Securities Trust:

sequential payer:

Series 2006-AR10 Class 5A5, 5.5981% 7/25/36 (d)

5,435,000

5,419,486

Series 2006-AR13 Class A4, 5.5705% 9/25/36 (d)

2,890,000

2,892,473

Series 2005-AR10 Class 2A2, 4.11% 6/25/35 (d)

4,308,681

4,244,744

Series 2005-AR12 Class 2A6, 4.319% 7/25/35 (d)

4,558,876

4,474,064

Series 2005-AR4 Class 2A2, 4.5245% 4/25/35 (d)

3,557,493

3,494,035

Series 2006-AR8 Class 2A6, 5.2404% 4/25/36 (d)

6,240,000

6,148,416

TOTAL PRIVATE SPONSOR

74,414,561

U.S. Government Agency - 3.4%

Fannie Mae planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

3,400,000

3,456,836

Series 1999-57 Class PH, 6.5% 12/25/29

2,552,940

2,588,160

Fannie Mae Grantor Trust floater Series 2005-90 Class FG, 5.57% 10/25/35 (d)

2,748,923

2,747,157

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class Series 2004-81:

Class KC, 4.5% 4/25/17

11,215,000

10,933,812

Class KD, 4.5% 7/25/18

2,625,000

2,503,299

sequential payer:

Series 2004-3 Class BA, 4% 7/25/17

225,836

216,233

Series 2004-86 Class KC, 4.5% 5/25/19

1,026,223

991,242

Series 2004-91 Class AH, 4.5% 5/25/29

2,147,291

2,077,815

Freddie Mac planned amortization class Series 3033 Class UD, 5.5% 10/15/30

1,910,000

1,899,712

Principal Amount

Value

Freddie Mac Multi-class participation certificates guaranteed:

planned amortization class:

Series 2500 Class TE, 5.5% 9/15/17

$ 10,275,186

$ 10,290,849

Series 2677 Class LD, 4.5% 3/15/17

8,800,218

8,464,485

Series 2695 Class GC, 4.5% 11/15/18

7,215,000

7,003,054

Series 2702 Class WB, 5% 4/15/17

2,947,632

2,924,072

Series 2770 Class UD, 4.5% 5/15/17

7,473,000

7,187,206

Series 2885 Class PC, 4.5% 3/15/18

2,560,000

2,492,283

Series 3018 Class UD, 5.5% 9/15/30

2,825,000

2,808,069

Series 3049 Class DB, 5.5% 6/15/31

4,440,000

4,413,983

sequential payer:

Series 2508 Class CK, 5% 10/15/17

10,000,000

9,712,359

Series 2750 Class ZT, 5% 2/15/34

2,291,046

1,970,945

Series 3117 Class PC, 5% 6/15/31

20,000,000

19,519,252

Ginnie Mae guaranteed REMIC pass-thru securities Series 2007-35 SC Class 4020, 8.28% 6/16/37 (b)(d)

295,683

293,003

TOTAL U.S. GOVERNMENT AGENCY

104,493,826

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $180,393,000)

178,908,387

Commercial Mortgage Securities - 7.4%

Asset Securitization Corp.:

sequential payer Series 1995-MD4 Class A1, 7.1% 8/13/29

695

696

Series 1997-D5:

Class A2, 6.7553% 2/14/43 (d)

1,435,000

1,514,761

Class A3, 6.8053% 2/14/43 (d)

1,545,000

1,630,699

Banc of America Commercial Mortgage Trust sequential payer:

Series 2006-2 Class AAB, 5.7223% 5/10/45 (d)

2,100,000

2,105,304

Series 2006-5:

Class A2, 5.317% 10/10/11

8,745,000

8,629,424

Class A3, 5.39% 2/10/14

1,985,000

1,945,611

Commercial Mortgage Securities - continued

Principal Amount

Value

Banc of America Commercial Mortgage Trust sequential payer: - continued

Series 2007-2 Class A1, 5.421% 1/10/12

$ 2,370,000

$ 2,365,758

Banc of America Commercial Mortgage, Inc. sequential payer Series 2005-1 Class A3, 4.877% 11/10/42

3,855,000

3,803,647

Bayview Commercial Asset Trust floater:

Series 2007-2A:

Class B1, 6.92% 7/25/37 (a)(d)

219,560

222,305

Class B2, 7.57% 7/25/37 (a)(d)

189,620

192,465

Class B3, 8.67% 7/25/37 (a)(d)

214,570

213,498

Class M2, 5.73% 7/25/37 (a)(d)

129,740

130,105

Class M3, 5.81% 7/25/37 (a)(d)

129,740

130,227

Class M4, 5.97% 7/25/37 (a)(d)

274,451

275,651

Class M5, 6.07% 7/25/37 (a)(d)

244,510

245,580

Class M6, 6.32% 7/25/37 (a)(d)

304,391

305,913

Series 2007-3:

Class B1, 6.27% 7/25/37 (a)(d)

218,610

218,610

Class B2, 6.92% 7/25/37 (a)(d)

576,336

576,336

Class B3, 9.32% 7/25/37 (a)(d)

293,136

293,136

Class M1, 5.63% 7/25/37 (a)(d)

193,768

193,768

Class M2, 5.66% 7/25/37 (a)(d)

203,705

203,705

Class M3, 5.69% 7/25/37 (a)(d)

332,884

332,884

Class M4, 5.82% 7/25/37 (a)(d)

526,652

526,652

Class M5, 5.92% 7/25/37 (a)(d)

263,326

263,326

Class M6, 6.12% 7/25/37 (a)(d)

198,736

198,736

Bear Stearns Commercial Mortgage Securities, Inc.:

Series 2006-PW13 Class A3, 5.518% 9/11/41

2,010,000

1,985,073

Series 2007-PW15:

Class A1, 5.016% 2/11/44

2,087,095

2,060,355

Class X2, 0.5582% 2/11/44 (a)(d)(f)

146,305,000

2,966,085

Principal Amount

Value

Series 2007-PW16:

Class B, 5.713% 6/11/40 (a)

$ 1,405,000

$ 1,380,193

Class C, 5.713% 6/11/40 (a)

1,170,000

1,146,783

Class D, 5.713% 6/11/40 (a)

1,170,000

1,140,933

Chase Commercial Mortgage Securities Corp. Series 2001-245 Class A2, 6.275% 2/12/16 (a)(d)

1,345,000

1,378,693

Chase Manhattan Bank-First Union National Bank Commercial Mortgage Trust sequential payer Series 1999-1 Class A2, 7.439% 8/15/31

4,867,466

5,024,544

Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2007-CD4 Class A3, 5.293% 12/11/49

5,940,000

5,780,838

COMM Series 2004-LBN2 Class X2, 0.9563% 3/10/39 (a)(d)(f)

6,234,989

148,276

Commercial Mortgage pass-thru certificates sequential payer Series 2006-CN2A Class A2FX, 5.449% 2/5/19

2,745,000

2,734,965

Credit Suisse Commercial Mortgage Trust Series 2006-C4 Class AAB, 5.439% 9/15/39

5,350,000

5,256,763

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 1997-C2 Class A3, 6.55% 1/17/35

729,302

730,101

Series 1999-C1 Class A2, 7.29% 9/15/41

4,941,353

5,076,964

Series 2000-C1 Class A2, 7.545% 4/15/62

1,600,000

1,665,014

Series 2004-C1:

Class A3, 4.321% 1/15/37

2,235,000

2,161,129

Class A4, 4.75% 1/15/37

3,035,000

2,871,744

Series 1997-C2 Class D, 7.27% 1/17/35

1,900,000

1,928,834

Series 1998-C1:

Class C, 6.78% 5/17/40

5,000,000

5,072,449

Class D, 7.17% 5/17/40

595,000

621,135

Series 2001-CKN5 Class AX, 0.7723% 9/15/34 (a)(d)(f)

27,396,412

1,407,693

Series 2002-CP3 Class G, 6.639% 7/15/35 (a)

250,000

256,262

Series 2004-C1 Class ASP, 0.7919% 1/15/37 (a)(d)(f)

29,710,838

734,948

Series 2006-C1 Class A3, 5.5549% 2/15/39 (d)

3,895,000

3,877,267

Credit Suisse Mortgage Capital Certificates sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

1,539,028

1,528,378

Deutsche Mortgage & Asset Receiving Corp. sequential payer Series 1998-C1 Class D, 7.231% 6/15/31

4,940,000

4,976,844

Commercial Mortgage Securities - continued

Principal Amount

Value

DLJ Commercial Mortgage Corp. sequential payer Series 2000-CF1 Class A1B, 7.62% 6/10/33

$ 3,468,623

$ 3,634,407

General Growth Properties, Inc.:

sequential payer Series 1 Class A2, 6.602% 11/15/07 (a)

7,200,000

7,228,867

Series 1:

Class D2, 6.992% 11/15/07 (a)

4,260,000

4,275,190

Class E2, 7.224% 11/15/07 (a)

2,550,000

2,556,152

Ginnie Mae guaranteed REMIC pass-thru securities sequential payer Series 2003-22 Class B, 3.963% 5/16/32

3,295,000

3,172,917

Greenwich Capital Commercial Funding Corp.:

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

1,615,000

1,588,255

Series 2007-GG9 Class A1, 5.233% 3/10/39

1,919,742

1,900,545

Series 2006-GG7 Class A3, 6.1101% 7/10/38

3,460,000

3,505,624

GS Mortgage Securities Corp. II:

floater Series 2007-EOP:

Class C, 5.64% 3/1/20 (a)(d)

1,335,000

1,335,000

Class D, 5.69% 3/1/20 (a)(d)

400,000

400,000

Class E, 5.76% 3/1/20 (a)(d)

670,000

670,000

Class F, 5.8% 3/1/20 (a)(d)

335,000

335,000

Class G, 5.84% 3/1/20 (a)(d)

165,000

165,000

Class H, 5.97% 3/1/20 (a)(d)

275,000

275,000

Class J:

6.17% 3/1/20 (a)(d)

395,000

395,123

6.37% 3/1/20 (a)(d)

275,000

275,000

sequential payer Series 2003-C1 Class A2A, 3.59% 1/10/40

3,345,000

3,312,301

Series 1998-GLII Class E, 6.9707% 4/13/31 (d)

1,615,000

1,633,593

Series 2006-GG6 Class A2, 5.506% 4/10/38 (d)

2,990,000

2,984,998

GS Mortgage Securities Trust Series 2007-GG10 Class A1, 5.69% 8/10/45

2,000,000

2,004,615

JPMorgan Chase Commercial Mortgage Securities Corp. sequential payer:

Series 2006-CB14 Class A3B, 5.4859% 12/12/44 (d)

4,625,000

4,573,885

Series 2006-CB15 Class A3, 5.819% 6/12/43 (d)

5,840,000

5,854,244

Series 2006-LDP9 Class A2, 5.134% 5/15/47 (d)

5,065,000

4,849,435

Principal Amount

Value

JPMorgan Chase Commercial Mortgage Securities Trust:

Series 2007-CB19:

Class B, 5.7442% 2/12/49

$ 755,000

$ 739,077

Class C, 5.7462% 2/12/49

1,971,000

1,924,800

Class D, 5.7462% 2/12/49

2,075,000

2,017,294

Series 2007-LDP10:

Class A1, 5.122% 5/15/49

1,436,922

1,423,706

Class BS, 5.437% 1/15/49 (d)

1,725,000

1,675,367

Class CS, 5.466% 1/15/49 (d)

745,000

722,790

Class ES, 5.5459% 1/15/49 (a)(d)

4,663,000

4,503,182

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2000-C3 Class A2, 7.95% 1/15/10

2,172,155

2,282,778

Series 2001-C3 Class A1, 6.058% 6/15/20

1,785,333

1,802,420

Series 2005-C3 Class A2, 4.553% 7/15/30

1,746,000

1,705,919

Series 2006-C1 Class A2, 5.084% 2/15/31

1,495,000

1,475,162

Series 2006-C7 Class A1, 5.279% 11/15/38

830,611

827,382

Series 2007-C1 Class A1, 5.391% 2/15/40 (d)

1,258,794

1,256,192

Series 2001-C3 Class B, 6.512% 6/15/36

1,810,000

1,866,974

Merrill Lynch Mortgage Trust sequential payer:

Series 2004-KEY2 Class A2, 4.166% 8/12/39

215,000

208,363

Series 2005-MCP1 Class A2, 4.556% 6/12/43

2,120,000

2,066,138

Merrill Lynch/Countrywide Commercial Mortgage Trust sequential payer Series 2007-5 Class A1, 4.275% 12/12/11

1,121,366

1,091,899

ML-CFC Commerical Mortgage Trust Series 2007-7 Class B, 5.75% 6/25/50

770,000

754,638

Morgan Stanley Capital I Trust:

sequential payer:

Series 2006-HQ10 Class A1, 5.131% 11/12/41

4,390,907

4,351,227

Series 2006-T23 Class A1, 5.682% 8/12/41

1,400,214

1,407,519

Series 2007-HQ11 Class A31, 5.439% 2/20/44 (d)

4,745,000

4,642,606

Series 2007-IQ13 Class A1, 5.05% 3/15/44

1,930,222

1,901,349

Series 2007-IQ14 Class A1, 5.38% 4/15/49

4,090,201

4,063,519

Series 2007-T25 Class A2, 5.507% 11/12/49

10,320,000

10,175,757

Series 2007-IQ14 Class B, 5.914% 4/15/49

2,175,000

2,121,390

Commercial Mortgage Securities - continued

Principal Amount

Value

Morgan Stanley Capital I, Inc.:

sequential payer Series 2004-HQ3 Class A2, 4.05% 1/13/41

$ 2,235,000

$ 2,168,196

Series 2005-IQ9 Class X2, 1.0452% 7/15/56 (a)(d)(f)

26,053,614

938,110

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28

2,298,274

2,638,627

TrizecHahn Office Properties Trust Series 2001-TZHA Class E3, 7.253% 3/15/13 (a)

752,838

759,598

Wachovia Bank Commercial Mortgage Trust:

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

3,595,000

3,530,662

Series 2003-C7 Class A1, 4.241% 10/15/35 (a)

1,291,081

1,254,174

Series 2007-C30 Class A3, 5.246% 12/15/43

5,940,000

5,826,522

Series 2007-C31 Class A1, 5.14% 4/15/47

1,617,317

1,597,582

Series 2007-C31 Class C, 5.877% 4/15/47 (d)

2,455,000

2,369,465

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $229,054,091)

225,446,595

Foreign Government and Government Agency Obligations - 0.1%

Israeli State 4.625% 6/15/13

525,000

496,736

United Mexican States 5.875% 1/15/14

1,665,000

1,673,325

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,164,120)

2,170,061

Supranational Obligations - 0.0%

Corporacion Andina de Fomento:

5.2% 5/21/13

630,000

612,270

6.875% 3/15/12

425,000

445,090

TOTAL SUPRANATIONAL OBLIGATIONS

(Cost $1,047,687)

1,057,360

Fixed-Income Funds - 21.3%

Shares

Fidelity Ultra-Short Central Fund (e)
(Cost $656,703,705)

6,607,907

652,596,895

Preferred Securities - 0.1%

Principal Amount

Value

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

MUFG Capital Finance 1 Ltd. 6.346% (d)

(Cost $3,520,000)

$ 3,520,000

$ 3,540,291

Cash Equivalents - 0.3%

Maturity Amount

Investments in repurchase agreements in a joint trading account at 5.36%, dated 6/29/07 due 7/2/07 (Collateralized by U.S. Government Obligations) #
(Cost $8,660,000)

$ 8,663,865

8,660,000

TOTAL INVESTMENT PORTFOLIO - 114.4%

(Cost $3,546,764,849)

3,503,198,608

NET OTHER ASSETS - (14.4)%

(440,230,932)

NET ASSETS - 100%

$ 3,062,967,676

Swap Agreements

Expiration Date

Notional Amount

Credit Default Swaps

Receive monthly notional amount multiplied by 3.86% and pay Morgan Stanley Capital Services Inc. upon default event of Merrill Lynch Home Equity Loan Trust, par value of the notional amount of Merrill Lynch Home Equity Loan Trust, Series 2006-HE5 Class B3, 7.32% 8/25/37

Sept. 2037

$ 1,600,000

(660,730)

Receive monthly notional amount multiplied by 1.32% and pay Goldman Sachs upon default event of Securitized Asset Backed Receivables LLC Trust, par value of the notional amount of Securitized Asset Backed Receivables LLC Trust Series 2006-OP1 Class B2, 6.72% 10/25/35

Nov. 2035

1,900,000

(426,985)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE8 Class B3, 7.3913% 9/25/34

Oct. 2034

$ 465,000

$ (47,243)

Receive monthly notional amount multiplied by 3.3% and pay Morgan Stanley, Inc. upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 7.2253% 11/25/34

Dec. 2034

775,000

(189,924)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7 Class B3, 8.85% 8/25/34

Sept. 2034

465,000

(31,074)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC7 Class B3, 8.85% 7/25/34

August 2034

465,000

(125,396)

Expiration Date

Notional Amount

Value

Receive monthly notional amount multiplied by 2.7% and pay Lehman Brothers, Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2006-WMC1 Class B3, 7.5% 12/25/35

Jan. 2036

$ 1,600,000

$ (480,304)

Receive from Bank of America upon credit event of Bristol-Myers Squibb Co., par value of the notional amount of Bristol-Myers Squibb Co. 5.25% 8/15/13, and pay quarterly notional amount multiplied by .30%

Sept. 2017

2,300,000

(189)

Receive from Bank of America upon credit event of Eli Lilly & Co., par value of the notional amount of Eli Lilly & Co. 6.57% 1/1/16, and pay quarterly notional amount multiplied by .22%

Sept. 2017

1,855,000

(3,007)

Receive from Citibank upon credit event of Bristol-Myers Squibb Co., par value of the notional amount of Bristol-Myers Squibb Co. 5.25% 8/15/13, and pay quarterly notional amount multiplied by .32%

Sept. 2017

1,000,000

(1,678)

Receive from Citibank upon credit event of Schering-Plough Corp., par value of the notional amount of Schering-Plough Corp. 5.55% 12/1/13, and pay quarterly notional amount multiplied by .4%

Sept. 2017

1,600,000

(7,705)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive from Citibank upon credit event of Schering-Plough Corp., par value of the notional amount of Schering-Plough Corp. 5.55% 12/1/13, and pay quarterly notional amount multiplied by .42%

Sept. 2017

$ 2,800,000

$ (17,816)

Receive from Goldman Sachs upon credit event of CSX Corp., par value of the notional amount of CSX Corp. 5.30% 2/15/14, and pay quarterly notional amount multiplied by .77%

Sept. 2017

3,200,000

18,663

Receive from Goldman Sachs upon credit event of Eli Lilly & Co., par value of the notional amount of Eli Lilly & Co. 6.57% 1/1/16, and pay quarterly notional amount multiplied by .24%

Sept. 2017

1,600,000

(4,525)

Receive from Merrill Lynch, Inc. upon credit event of R.R. Donnelley & Sons Co., par value of the notional amount of R.R. Donnelley & Sons Co. 5.5% 5/15/15, and pay quarterly notional amount multiplied by 2.12%

Sept. 2013

1,360,000

(85,654)

Receive from Merrill Lynch, Inc., upon credit event of R.R. Donnelley & Sons Co., par value of the notional amount of R.R. Donnelley & Sons Co. 5.5% 5/15/15 and pay quarterly notional amount multiplied by 1.68%

Sept. 2013

2,035,000

(81,360)

Expiration Date

Notional Amount

Value

Receive monthly notional amount multiplied by 2.6% and pay Merrill Lynch, Inc. upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R8 Class M9, 8.10% 9/25/34

Oct. 2034

$ 1,800,000

$ (496,388)

Receive monthly notional amount multiplied by 3.05% and pay Morgan Stanley Capital Services Inc. upon default event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2006-HE3 Class B3, 7.22% 4/25/36

May 2036

1,300,000

(649,736)

Receive monthly notional amount multiplied by 2.5% and pay Credit Suisse International upon default event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 8.03% 11/25/34

Dec. 2034

1,075,000

(272,225)

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34

August 2034

465,000

(4,258)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R9 Class M5, 5.5913% 10/25/34

Nov. 2034

$ 465,000

$ (6,335)

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34

Oct. 2034

465,000

(5,218)

Receive monthly notional amount multiplied by 1.6% and pay Morgan Stanley Capital Services Inc. upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

640,000

(103,151)

Receive monthly notional amount multiplied by 1.66% and pay Morgan Stanley, Inc. upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M7, 5.4413% 5/25/35

June 2035

465,000

(74,318)

Expiration Date

Notional Amount

Value

Receive monthly notional amount multiplied by 2.36% and pay Morgan Stanley Capital Services Inc. upon credit event of GE-WMC Mortgage Securities, LLC, par value of the notional amount of GE-WMC Mortgage Securities, LLC Series 2006-01 Class B3, 7.13% 8/25/36

Sept. 2036

$ 3,700,000

$ (1,921,561)

Receive monthly notional amount multiplied by 2.39% and pay UBS upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-1 Class M9, 7.73% 2/25/34

March 2034

515,880

(137,436)

Receive monthly notional amount multiplied by 2.4% and pay Deutsche Bank upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.2288% 1/25/34

Feb. 2034

307,210

(230,441)

Receive monthly notional amount multiplied by 2.5% and pay Bank of America upon credit event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 6.102% 11/25/34

Dec. 2034

1,800,000

(455,818)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 2.5% and pay Bank of America upon credit event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R8 Class M9, 8.07% 9/25/34

Oct. 2034

$ 1,800,000

$ (499,504)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32

April 2032

40,946

(437)

Receive monthly notional amount multiplied by 2.7% and pay Morgan Stanley Capital Services Inc. upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 6.41% 5/25/35

June 2035

770,000

(206,920)

Receive monthly notional amount multiplied by 2.79% and pay Merrill Lynch, Inc. upon credit event of New Century Home Equity Loan Trust, par value of the notional amount of New Century Home Equity Loan Trust Series 2004-4 Class M9, 7.0788% 2/25/35

March 2035

1,715,000

(552,257)

Receive monthly notional amount multiplied by 3% and pay JPMorgan Chase, Inc. upon credit event of GSAMP Trust, par value of the notional amount of GSAMP Trust Series 2006-NC2 Class M9, 7.3744% 6/25/36

July 2036

1,900,000

(1,200,960)

Expiration Date

Notional Amount

Value

Receive monthly notional amount multiplied by 3.66% and pay Deutsche Bank upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 7.2% 5/25/35

June 2035

$ 1,900,000

$ (486,265)

Receive monthly notional amount multiplied by 3.83% and pay Morgan Stanley Capital Services Inc. upon credit event of Park Place Securities, Inc., par value of the notional amount of Park Place Securities, Inc. Series 2005-WHQ2 Class M9, 7.2% 5/25/35

June 2035

600,000

(152,198)

Receive monthly notional amount multiplied by 5% and pay Deutsche Bank AG upon credit event of MASTR Asset Backed Securities Trust, par value of the notional amount of MASTR Asset Backed Securities Trust Series 2003-NC1 Class M6, 8.1913% 4/25/33

May 2033

465,000

(103,571)

Receive monthly notional amount multiplied by 5.12% and pay Bank of America upon credit event of Structured Asset Securities Corp., par value of the notional amount of Structured Asset Securities Corp. Series 2005-AR1 Class M8, 7.32% 9/25/35

Oct. 2036

2,000,000

(704,174)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Credit Default Swaps - continued

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon credit event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10

Sept. 2010

$ 1,900,000

$ 9,805

Receive quarterly notional amount multiplied by .41% and pay Merrill Lynch, Inc. upon credit event of Talisman Energy, Inc., par value of the notional amount of Talisman Energy, Inc. 7.25% 10/15/27

March 2009

1,400,000

6,881

Receive quarterly notional amount multiplied by .62% and pay UBS upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. 4% 3/22/11

March 2012

1,070,000

(1,203)

Receive quarterly notional amount multiplied by .68% and pay Lehman Brothers, Inc. upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. 4% 3/22/11

March 2012

840,000

1,150

Receive semi-annually notional amount multiplied by .5% and pay Credit Suisse First Boston upon credit event of Russian Federation, par value of the notional amount of Russian Federation 7.5% 3/31/30 (Reg. S)

June 2008

1,885,000

4,400

Expiration Date

Notional Amount

Value

Receive semi-annually notional amount multiplied by .5% and pay Deutsche Bank upon credit event of Russian Federation, par value of the notional amount of Russian Federation 7.5% 3/31/30 (Reg. S)

June 2008

$ 3,395,000

$ 7,924

Receive semi-annually notional amount multiplied by .61% and pay JPMorgan Chase, Inc. upon credit event of United Mexican States, par value of the notional amount of United Mexican States 7.5% 4/8/33

May 2011

4,290,000

46,535

Receive semi-annually notional amount multiplied by .625% and pay Deutsche Bank upon credit event of United Mexican States, par value of the notional amount of United Mexican States 7.5% 4/8/33

May 2011

2,260,000

25,710

TOTAL CREDIT DEFAULT SWAPS

66,249,036

(10,306,896)

Interest Rate Swaps

Receive quarterly a fixed rate equal to 4% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

July 2009

42,000,000

(1,196,915)

Receive quarterly a fixed rate equal to 4.3875% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

March 2010

11,825,000

(290,128)

Receive quarterly a fixed rate equal to 4.774% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

March 2015

11,825,000

(583,383)

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Interest Rate Swaps - continued

Receive semi-annually a fixed rate equal to 4.492% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Sept. 2010

$ 1,500,000

$ (23,962)

Receive semi-annually a fixed rate equal to 4.93% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Nov. 2010

1,000,000

(15,685)

Receive semi-annually a fixed rate equal to 5.095% and pay quarterly a floating rate based on 3-month LIBOR with Bank of America

Feb. 2012

50,000,000

(159,370)

Receive semi-annually a fixed rate equal to 5.145% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

Feb. 2012

30,000,000

(23,826)

Receive semi-annually a fixed rate equal to 5.186% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

Sept. 2011

20,000,000

54,352

Receive semi-annually a fixed rate equal to 5.276% and pay quarterly a floating rate based on 3-month LIBOR with Deutsche Bank

April 2011

52,500,000

(301,429)

Receive semi-annually a fixed rate equal to 5.312% and pay quarterly a floating rate based on the 3-month LIBOR with Lehman Brothers, Inc.

April 2011

105,000,000

(433,923)

Expiration Date

Notional Amount

Value

Receive semi-annually a fixed rate equal to 5.3315% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

April 2011

$ 15,000,000

$ (56,607)

Receive semi-annually a fixed rate equal to 4.378% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Sept. 2008

25,400,000

(25,718)

Receive semi-annually a fixed rate equal to 5.354% and pay quarterly a floating rate based on 3-month LIBOR with Deutsche Bank

May 2011

32,000,000

(96,698)

TOTAL INTEREST RATE SWAPS

398,050,000

(3,153,292)

Total Return Swaps

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 7.5 basis points with Lehman Brothers, Inc.

July 2007

50,000,000

(406,150)

$ 514,299,036

$ (13,866,338)

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $209,960,808 or 6.9% of net assets.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $4,336,346.

(d) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(e) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. In addition, each Fidelity Central Fund's financial statements are available on the SEC's web site or upon request.

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

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

Repurchase Agreement / Counterparty

Value

$8,660,000 due 7/02/07 at 5.36%

ABN AMRO Bank N.V., New York Branch

$ 530,208

BNP Paribas Securities Corp.

344,635

Banc of America Securities LLC

2,610,921

Bank of America, NA

1,060,416

Barclays Capital, Inc.

1,036,916

Bear Stearns & Co., Inc.

1,309,544

UBS Securities LLC

1,767,360

$ 8,660,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Ultra-Short Central Fund

$ 15,946,441

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 Ultra-Short Central Fund

$ 528,129,201

$ 128,603,122

$ -

$ 652,596,895

4.3%

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

Not Part of Financial Report

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $8,660,000) - See accompanying schedule:

Unaffiliated issuers
(cost $2,890,061,144)

$ 2,850,601,713

Fidelity Central Funds
(cost $656,703,705)

652,596,895

Total Investments
(cost $3,546,764,849)

$ 3,503,198,608

Cash

294,792

Receivable for investments sold

15,123,411

Receivable for swap agreements

101,464

Interest receivable

22,527,493

Distributions receivable from Fidelity Central Funds

3,066,814

Total assets

3,544,312,582

Liabilities

Payable for investments purchased

Regular delivery

$ 4,587,085

Delayed delivery

450,199,060

Distributions payable

12,639,214

Swap agreements, at value

13,866,338

Other payables and accrued expenses

53,209

Total liabilities

481,344,906

Net Assets

$ 3,062,967,676

Net Assets consist of:

Paid in capital

$ 3,125,182,340

Undistributed net investment income

8,128,604

Accumulated undistributed net realized gain (loss) on investments

(12,910,689)

Net unrealized appreciation (depreciation) on investments

(57,432,579)

Net Assets, for 30,277,680 shares outstanding

$ 3,062,967,676

Net Asset Value, offering price and redemption price per share ($3,062,967,676 ÷ 30,277,680 shares)

$ 101.16

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 111,690

Interest

65,774,518

Income from Fidelity Central Funds

15,946,441

Total income

81,832,649

Expenses

Custodian fees and expenses

$ 46,816

Expense reductions

(4,260)

42,556

Net investment income

81,790,093

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(2,954,568)

Swap agreements

(2,698,827)

Total net realized gain (loss)

(5,653,395)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(39,499,900)

Swap agreements

(13,193,635)

Total change in net unrealized appreciation (depreciation)

(52,693,535)

Net gain (loss)

(58,346,930)

Net increase (decrease) in net assets resulting from operations

$ 23,443,163

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

Not Part of Financial Report

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

For the period
June 23, 2006
(commencement of operations) to
December 31, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 81,790,093

$ 75,243,878

Net realized gain (loss)

(5,653,395)

(585,352)

Change in net unrealized appreciation (depreciation)

(52,693,535)

82,658,962

Net increase (decrease) in net assets resulting from operations

23,443,163

157,317,488

Distributions to shareholders from net investment income

(76,813,024)

(74,679,073)

Distributions to shareholders from net realized gain

(2,131,039)

(2,712,938)

Total distributions

(78,944,063)

(77,392,011)

Affiliated share transactions
Proceeds from sales of shares

417,183,628

357,378,602

Contributions in kind

-

2,367,627,479

Cost of shares redeemed

(93,663,215)

(9,983,395)

Net increase (decrease) in net assets resulting from share transactions

323,520,413

2,715,022,686

Total increase (decrease) in net assets

268,019,513

2,794,948,163

Net Assets

Beginning of period

2,794,948,163

-

End of period (including undistributed net investment income of $8,128,604 and undistributed net investment income of $3,151,535, respectively)

$ 3,062,967,676

$ 2,794,948,163

Other Information

Shares

Sold

4,056,969

3,550,542

Issued for in-kind contributions

-

23,676,275

Redeemed

(908,669)

(97,437)

Net increase (decrease)

3,148,300

27,129,380

Financial Highlights

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 H

Selected Per-Share Data

Net asset value, beginning of period

$ 103.02

$ 100.00

Income from Investment Operations

Net investment income D

2.818

2.814

Net realized and unrealized gain (loss)

(1.951)

3.132

Total from investment operations

.867

5.946

Distributions from net investment income

(2.652)

(2.826)

Distributions from net realized gain

(.075)

(.100)

Total distributions

(2.727)

(2.926)

Net asset value, end of period

$ 101.16

$ 103.02

Total Return B, C

.83%

5.95%

Ratios to Average Net Assets E, I

Expenses before reductions

-% A, G

-% A, G

Expenses net of fee waivers, if any

-% A, G

-% A, G

Expenses net of all reductions

-% A, G

-% A, G

Net investment income

5.54%

5.23%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,062,968

$ 2,794,948

Portfolio turnover rate F

123% A

99% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Amount represents less than .01%.

H For the period June 23, 2006 (commencement of operations) to December 31, 2006.

I Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Not Part of Financial Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

Fidelity VIP Investment Grade Central Fund (the Fund) is a fund of Fidelity Garrison Street Trust (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 are only offered to other investment companies and accounts managed by Fidelity Management & Research Company (FMR), or its affiliates.

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Ultra-Short Central Fund

Fidelity Investments Money Management, Inc. (FIMM)

Seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

Delayed Delivery & When Issued Securities

Futures

Mortgage Dollar Rolls

Repurchase Agreements

Restricted Securities

Swap Agreements

A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

On April 26, 2007, the Fund purchased 793,730 shares of Fidelity Ultra-Short Central Fund, an affiliated entity, valued at $78,603,082 by transferring securities of equal value, including accrued interest. This is considered taxable for federal income tax purposes, and the Fund recognized a gain of $79,985.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Directors to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Directors. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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 for processing shareholder transactions 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. Dividend income is recorded on the ex-dividend date. Interest income and income distributions from other Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest

Not Part of Financial Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase in the principal amount of an inflation-indexed bond is recorded as interest income, even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Partners. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service.

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

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

Book-tax differences are primarily due to the short-term capital gains, swap agreements, market discount, financing transactions, and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 10,700,850

Unrealized depreciation

(50,591,071)

Net unrealized appreciation (depreciation)

$ (39,890,221)

Cost for federal income tax purposes

$ 3,543,088,829

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Not Part of Financial Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

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

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The Fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements."

Mortgage Dollar Rolls. To earn additional income, the Fund may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $517,880,226 and $291,661,028, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FIMM provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with FIMM, FMR pays FIMM a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Trustees, and certain exceptions such as interest expense.

Not Part of Financial Report

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $4,260.

8. Other.

The Fund's organizational documents provide former and current directors 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 mutual funds managed by FMR or an FMR affiliate were the owners of record of all of the outstanding shares of the Fund according to the following schedule:

Fund

Ownership %

VIP Asset Manager Portfolio

24.1%

VIP Asset Manager: Growth Portfolio

1.6%

VIP Balanced Portfolio

5.7%

VIP Investment Grade Bond Portfolio

68.6%

Not Part of Financial Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Investment Grade Central Fund

Each year, typically in June, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant and ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Fidelity Investments Money Management, Inc., and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by Fidelity Management & Research Company (FMR) or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered that FMR pays the fund's management fee on behalf of the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the fund's net management fee and total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Not Part of Financial Report

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that the realization of economies of scale was not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) Fidelity's fund profitability methodology, profitability by investment discipline, and profitability trends within certain funds; (ii) Fidelity's compensation structure relative to competitors and its effect on profitability; (iii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iv) the total expenses of certain funds and classes relative to competitors; (v) fund performance trends; (vi) fall-out benefits received by certain Fidelity affiliates; and (vii) Fidelity's fee structures.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Not Part of Financial Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments Money Management, Inc.

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPIGB-SANN-0807
1.705629.109

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Freedom Income Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Freedom 2005 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Freedom 2010 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Freedom 2015 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Freedom 2020 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Freedom 2025 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Freedom 2030 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Freedom Funds Portfolio

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, 2007 to June 30, 2007).

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.

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

VIP Freedom Income

Initial Class

Actual

$ 1,000.00

$ 1,033.70

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,033.70

$ .50

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,033.30

$ 1.26

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

VIP Freedom 2005

Initial Class

Actual

$ 1,000.00

$ 1,060.50

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,059.60

$ .51

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,058.70

$ 1.28

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

VIP Freedom 2010

Initial Class

Actual

$ 1,000.00

$ 1,060.80

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,060.00

$ .51

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,059.20

$ 1.28

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

VIP Freedom 2015

Initial Class

Actual

$ 1,000.00

$ 1,068.20

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,067.30

$ .51

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,066.60

$ 1.28

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

VIP Freedom 2020

Initial Class

Actual

$ 1,000.00

$ 1,078.80

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,078.00

$ .52

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,077.20

$ 1.29

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

VIP Freedom 2025

Initial Class

Actual

$ 1,000.00

$ 1,082.20

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,081.40

$ .52

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,080.60

$ 1.29

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

VIP Freedom 2030

Initial Class

Actual

$ 1,000.00

$ 1,093.40

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

Service Class

Actual

$ 1,000.00

$ 1,091.70

$ .52

HypotheticalA

$ 1,000.00

$ 1,024.30

$ .50

Service Class 2

Actual

$ 1,000.00

$ 1,091.90

$ 1.30

HypotheticalA

$ 1,000.00

$ 1,023.55

$ 1.25

A 5% return per year before expenses

The fees and expenses of the underlying Fidelity Funds in which the Fund invests are not included in each Class' annualized expense ratio.

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

VIP Freedom Funds Portfolio

Annualized
Expense Ratio

VIP Freedom Income

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

VIP Freedom 2005

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

VIP Freedom 2010

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

VIP Freedom 2015

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

VIP Freedom 2020

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

VIP Freedom 2025

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

VIP Freedom 2030

Initial Class

.00%

Service Class

.10%

Service Class 2

.25%

Semiannual Report

VIP Freedom Income Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

3.2

3.2

VIP Equity-Income Portfolio Initial Class

3.6

3.8

VIP Growth & Income Portfolio Initial Class

3.6

3.7

VIP Growth Portfolio Initial Class

3.7

3.7

VIP Mid Cap Portfolio Initial Class

1.3

1.3

VIP Value Portfolio Initial Class

3.1

3.2

VIP Value Strategies Portfolio Initial Class

1.3

1.3

19.8

20.2

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

4.9

5.1

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

34.9

34.8

Short-Term Funds

VIP Money Market Portfolio Initial Class

40.4

39.9

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

19.8%

Investment Grade Fixed-Income Funds

34.9%

High Yield Fixed-Income Funds

4.9%

Short-Term Funds

40.4%

Six months ago

Domestic Equity Funds

20.2%

Investment Grade Fixed-Income Funds

34.8%

High Yield Fixed-Income Funds

5.1%

Short-Term Funds

39.9%

The six months ago allocation is based on the fund's holdings as of
December 31, 2006. The current allocation is based on the fund's holdings as of June 30, 2007.

VIP Freedom Funds Portfolio

VIP Freedom Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 19.8%

Shares

Value

Domestic Equity Funds - 19.8%

VIP Contrafund Portfolio Initial Class

13,619

$ 461,147

VIP Equity-Income Portfolio Initial Class

18,694

531,290

VIP Growth & Income Portfolio Initial Class

32,161

532,589

VIP Growth Portfolio Initial Class

13,576

544,551

VIP Mid Cap Portfolio Initial Class

5,460

192,733

VIP Value Portfolio Initial Class

30,650

454,544

VIP Value Strategies Portfolio Initial Class

13,719

189,600

TOTAL EQUITY FUNDS

(Cost $2,536,458)

2,906,454

Fixed-Income Funds - 39.8%

High Yield Fixed-Income Funds - 4.9%

VIP High Income Portfolio Initial Class

110,643

723,603

Investment Grade Fixed-Income Funds - 34.9%

VIP Investment Grade Bond Portfolio Initial Class

416,002

5,120,988

TOTAL FIXED-INCOME FUNDS

(Cost $5,906,892)

5,844,591

Short-Term Funds - 40.4%

VIP Money Market Portfolio Initial Class
(Cost $5,921,286)

5,921,286

5,921,286

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $14,364,636)

$ 14,672,331

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, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $14,364,636) - See accompanying schedule

$ 14,672,331

Cash

35

Receivable for fund shares sold

105,353

Total assets

14,777,719

Liabilities

Payable for investments purchased

$ 104,294

Payable for fund shares redeemed

263

Distribution fees payable

590

Total liabilities

105,147

Net Assets

$ 14,672,572

Net Assets consist of:

Paid in capital

$ 14,001,882

Undistributed net investment income

300,848

Accumulated undistributed net realized gain (loss) on investments

62,147

Net unrealized appreciation (depreciation) on investments

307,695

Net Assets

$ 14,672,572

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($11,416,719 ÷ 1,035,569
shares)

$ 11.02

Service Class:
Net Asset Value
, offering price and redemption price per share ($404,030 ÷ 36,658 shares)

$ 11.02

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($2,851,823 ÷ 259,368 shares)

$ 11.00

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 310,506

Expenses

Distribution fees

$ 2,955

Independent trustees' compensation

19

Total expenses before reductions

2,974

Expense reductions

(19)

2,955

Net investment income (loss)

307,551

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(18,328)

Capital gain distributions from underlying funds

83,674

65,346

Change in net unrealized appreciation (depreciation) on underlying funds

51,169

Net gain (loss)

116,515

Net increase (decrease) in net assets resulting from operations

$ 424,066

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

VIP Freedom Funds Portfolio

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 307,551

$ 313,672

Net realized gain (loss)

65,346

91,629

Change in net unrealized appreciation (depreciation)

51,169

167,067

Net increase (decrease) in net assets resulting from operations

424,066

572,368

Distributions to shareholders from net investment income

(11,201)

(309,765)

Distributions to shareholders from net realized gain

(44,806)

(49,069)

Total distributions

(56,007)

(358,834)

Share transactions - net increase (decrease)

3,454,654

3,951,196

Total increase (decrease) in net assets

3,822,713

4,164,730

Net Assets

Beginning of period

10,849,859

6,685,129

End of period (including undistributed net investment income of $300,848 and undistributed net investment income of $4,498, respectively)

$ 14,672,572

$ 10,849,859

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.71

$ 10.36

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.26

.40

.16

Net realized and unrealized gain (loss)

.10

.32

.30

Total from investment operations

.36

.72

.46

Distributions from net investment income

(.01)

(.32)

(.10)

Distributions from net realized gain

(.04)

(.05)

-

Total distributions

(.05)

(.37)

(.10)

Net asset value, end of period

$ 11.02

$ 10.71

$ 10.36

Total ReturnB, C, D

3.37%

6.94%

4.58%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

4.79%A

3.75%

2.34%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,417

$ 9,398

$ 5,954

Portfolio turnover rate

33%A

44%

12%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.71

$ 10.36

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.26

.39

.16

Net realized and unrealized gain (loss)

.10

.32

.29

Total from investment operations

.36

.71

.45

Distributions from net investment income

(.01)

(.31)

(.09)

Distributions from net realized gain

(.04)

(.05)

-

Total distributions

(.05)

(.36)

(.09)

Net asset value, end of period

$ 11.02

$ 10.71

$ 10.36

Total Return B, C, D

3.37%

6.83%

4.51%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

4.69%A

3.65%

2.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 404

$ 391

$ 366

Portfolio turnover rate

33%A

44%

12%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.69

$ 10.36

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.25

.37

.15

Net realized and unrealized gain (loss)

.11

.32

.29

Total from investment operations

.36

.69

.44

Distributions from net investment income

(.01)

(.31)

(.08)

Distributions from net realized gain

(.04)

(.05)

-

Total distributions

(.05)

(.36)

(.08)

Net asset value, end of period

$ 11.00

$ 10.69

$ 10.36

Total ReturnB, C, D

3.33%

6.61%

4.41%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

4.54%A

3.50%

2.09%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,852

$ 1,061

$ 365

Portfolio turnover rate

33%A

44%

12%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

VIP Freedom 2005 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

6.2

6.3

VIP Equity-Income Portfolio Initial Class

7.2

7.4

VIP Growth & Income Portfolio Initial Class

7.2

7.3

VIP Growth Portfolio Initial Class

7.3

7.1

VIP Mid Cap Portfolio Initial Class

2.6

2.6

VIP Value Portfolio Initial Class

6.1

6.3

VIP Value Strategies Portfolio Initial Class

2.6

2.7

39.2

39.7

International Equity Funds

VIP Overseas Portfolio Initial Class

9.4

10.1

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

5.0

5.0

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

34.5

34.2

Short-Term Funds

VIP Money Market Portfolio Initial Class

11.9

11.0

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

39.2%

International Equity Funds

9.4%

Investment Grade Fixed-Income Funds

34.5%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

11.9%

Six months ago

Domestic Equity Funds

39.7%

International Equity Funds

10.1%

Investment Grade Fixed-Income Funds

34.2%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

11.0%

Expected

Domestic Equity Funds

39.1%

International Equity Funds

9.1%

Investment Grade Fixed-Income Funds

34.2%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

12.6%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

Semiannual Report

VIP Freedom 2005 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 48.6%

Shares

Value

Domestic Equity Funds - 39.2%

VIP Contrafund Portfolio Initial Class

16,358

$ 553,883

VIP Equity-Income Portfolio Initial Class

22,470

638,584

VIP Growth & Income Portfolio Initial Class

38,657

640,164

VIP Growth Portfolio Initial Class

16,323

654,709

VIP Mid Cap Portfolio Initial Class

6,561

231,620

VIP Value Portfolio Initial Class

36,803

545,787

VIP Value Strategies Portfolio Initial Class

16,482

227,774

TOTAL DOMESTIC EQUITY FUNDS

3,492,521

International Equity Funds - 9.4%

VIP Overseas Portfolio Initial Class

33,686

836,420

TOTAL EQUITY FUNDS

(Cost $3,613,434)

4,328,941

Fixed-Income Funds - 39.5%

High Yield Fixed-Income Funds - 5.0%

VIP High Income Portfolio Initial Class

67,538

441,696

Investment Grade Fixed-Income Funds - 34.5%

VIP Investment Grade Bond Portfolio Initial Class

250,003

3,077,540

TOTAL FIXED-INCOME FUNDS

(Cost $3,532,099)

3,519,236

Short-Term Funds - 11.9%

VIP Money Market Portfolio Initial Class
(Cost $1,060,302)

1,060,302

1,060,302

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $8,205,835)

$ 8,908,479

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

VIP Freedom Funds Portfolio

VIP Freedom 2005 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $8,205,835) - See accompanying schedule

$ 8,908,479

Receivable for investments sold

312

Total assets

8,908,791

Liabilities

Payable for fund shares redeemed

$ 171

Distribution fees payable

130

Total liabilities

301

Net Assets

$ 8,908,490

Net Assets consist of:

Paid in capital

$ 7,857,703

Undistributed net investment income

157,249

Accumulated undistributed net realized gain (loss) on investments

190,894

Net unrealized appreciation (depreciation) on investments

702,644

Net Assets

$ 8,908,490

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($8,024,925 ÷ 670,562
shares)

$ 11.97

Service Class:
Net Asset Value
, offering price and redemption price per share ($438,152 ÷ 36,636 shares)

$ 11.96

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($445,413 ÷ 37,277 shares)

$ 11.95

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 158,003

Expenses

Distribution fees

$ 754

Independent trustees' compensation

13

Total expenses before reductions

767

Expense reductions

(13)

754

Net investment income (loss)

157,249

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

29,288

Capital gain distributions from underlying funds

163,318

192,606

Change in net unrealized appreciation (depreciation) on underlying funds

118,273

Net gain (loss)

310,879

Net increase (decrease) in net assets resulting from operations

$ 468,128

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

Semiannual Report

VIP Freedom 2005 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 157,249

$ 223,838

Net realized gain (loss)

192,606

126,531

Change in net unrealized appreciation (depreciation)

118,273

371,871

Net increase (decrease) in net assets resulting from operations

468,128

722,240

Distributions to shareholders from net investment income

-

(227,593)

Distributions to shareholders from net realized gain

(85,755)

(36,950)

Total distributions

(85,755)

(264,543)

Share transactions - net increase (decrease)

(171,075)

2,200,656

Total increase (decrease) in net assets

211,298

2,658,353

Net Assets

Beginning of period

8,697,192

6,038,839

End of period (including undistributed net investment income of $157,249 and undistributed net investment income of $0, respectively)

$ 8,908,490

$ 8,697,192

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.41

$ 10.74

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.22

.31

.09

Net realized and unrealized gain (loss)

.47

.72

.71

Total from investment operations

.69

1.03

.80

Distributions from net investment income

-

(.31)

(.06)

Distributions from net realized gain

(.13)

(.05)

-

Total distributions

(.13)

(.36)

(.06)

Net asset value, end of period

$ 11.97

$ 11.41

$ 10.74

Total ReturnB, C, D

6.05%

9.59%

7.98%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

3.78%A

2.82%

1.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,025

$ 7,871

$ 5,284

Portfolio turnover rate

64%A

56%

43%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.41

$ 10.74

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.22

.30

.08

Net realized and unrealized gain (loss)

.46

.72

.71

Total from investment operations

.68

1.02

.79

Distributions from net investment income

-

(.30)

(.05)

Distributions from net realized gain

(.13)

(.05)

-

Total distributions

(.13)

(.35)

(.05)

Net asset value, end of period

$ 11.96

$ 11.41

$ 10.74

Total ReturnB, C, D

5.96%

9.48%

7.91%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

3.68%A

2.72%

1.14%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 438

$ 414

$ 378

Portfolio turnover rate

64%A

56%

43%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.41

$ 10.74

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.21

.29

.07

Net realized and unrealized gain (loss)

.46

.71

.71

Total from investment operations

.67

1.00

.78

Distributions from net investment income

-

(.28)

(.04)

Distributions from net realized gain

(.13)

(.05)

-

Total distributions

(.13)

(.33)

(.04)

Net asset value, end of period

$ 11.95

$ 11.41

$ 10.74

Total ReturnB, C, D

5.87%

9.34%

7.80%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

3.53%A

2.57%

1.00%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 445

$ 413

$ 377

Portfolio turnover rate

64%A

56%

43%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

VIP Freedom 2010 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

6.4

6.4

VIP Equity-Income Portfolio Initial Class

7.3

7.5

VIP Growth & Income Portfolio Initial Class

7.3

7.5

VIP Growth Portfolio Initial Class

7.5

7.3

VIP Mid Cap Portfolio Initial Class

2.7

2.7

VIP Value Portfolio Initial Class

6.3

6.4

VIP Value Strategies Portfolio Initial Class

2.6

2.7

40.1

40.5

International Equity Funds

VIP Overseas Portfolio Initial Class

10.0

10.5

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

5.0

5.0

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

34.9

34.4

Short-Term Funds

VIP Money Market Portfolio Initial Class

10.0

9.6

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

40.1%

International Equity Funds

10.0%

Investment Grade Fixed-Income Funds

34.9%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

10.0%

Six months ago

Domestic Equity Funds

40.5%

International Equity Funds

10.5%

Investment Grade Fixed-Income Funds

34.4%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

9.6%

Expected

Domestic Equity Funds

40.1%

International Equity Funds

10.1%

Investment Grade Fixed-Income Funds

34.9%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

9.9%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Freedom Funds Portfolio

VIP Freedom 2010 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 50.1%

Shares

Value

Domestic Equity Funds - 40.1%

VIP Contrafund Portfolio Initial Class

168,432

$ 5,703,119

VIP Equity-Income Portfolio Initial Class

231,329

6,574,371

VIP Growth & Income Portfolio Initial Class

397,944

6,589,945

VIP Growth Portfolio Initial Class

168,058

6,740,807

VIP Mid Cap Portfolio Initial Class

67,457

2,381,230

VIP Value Portfolio Initial Class

378,888

5,618,916

VIP Value Strategies Portfolio Initial Class

169,399

2,341,093

TOTAL DOMESTIC EQUITY FUNDS

35,949,481

International Equity Funds - 10.0%

VIP Overseas Portfolio Initial Class

362,646

9,004,511

TOTAL EQUITY FUNDS

(Cost $39,707,383)

44,953,992

Fixed-Income Funds - 39.9%

High Yield Fixed-Income Funds - 5.0%

VIP High Income Portfolio Initial Class

684,787

4,478,510

Investment Grade Fixed-Income Funds - 34.9%

VIP Investment Grade Bond Portfolio Initial Class

2,549,136

31,379,860

TOTAL FIXED-INCOME FUNDS

(Cost $36,127,590)

35,858,370

Short-Term Funds - 10.0%

VIP Money Market Portfolio Initial Class
(Cost $8,976,521)

8,976,521

8,976,521

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $84,811,494)

$ 89,788,883

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, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $84,811,494) - See accompanying schedule

$ 89,788,883

Cash

6

Receivable for investments sold

6,142

Receivable for fund shares sold

175,180

Total assets

89,970,211

Liabilities

Payable for investments purchased

$ 82,617

Payable for fund shares redeemed

97,518

Distribution fees payable

12,098

Total liabilities

192,233

Net Assets

$ 89,777,978

Net Assets consist of:

Paid in capital

$ 82,129,411

Undistributed net investment income

1,309,824

Accumulated undistributed net realized gain (loss) on investments

1,361,354

Net unrealized appreciation (depreciation) on investments

4,977,389

Net Assets

$ 89,777,978

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($24,876,342 ÷ 2,042,798
shares)

$ 12.18

Service Class:
Net Asset Value
, offering price and redemption price per share ($13,686,026 ÷ 1,125,163 shares)

$ 12.16

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($51,215,610 ÷ 4,222,060 shares)

$ 12.13

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 1,373,848

Expenses

Distribution fees

$ 64,024

Independent trustees' compensation

114

Total expenses before reductions

64,138

Expense reductions

(114)

64,024

Net investment income (loss)

1,309,824

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(50,000)

Capital gain distributions from underlying funds

1,446,306

1,396,306

Change in net unrealized appreciation (depreciation) on underlying funds

1,833,687

Net gain (loss)

3,229,993

Net increase (decrease) in net assets resulting from operations

$ 4,539,817

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

VIP Freedom Funds Portfolio

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,309,824

$ 1,029,176

Net realized gain (loss)

1,396,306

902,834

Change in net unrealized appreciation (depreciation)

1,833,687

2,551,775

Net increase (decrease) in net assets resulting from operations

4,539,817

4,483,785

Distributions to shareholders from net investment income

-

(1,040,763)

Distributions to shareholders from net realized gain

(647,721)

(276,865)

Total distributions

(647,721)

(1,317,628)

Share transactions - net increase (decrease)

20,247,938

38,663,621

Total increase (decrease) in net assets

24,140,034

41,829,778

Net Assets

Beginning of period

65,637,944

23,808,166

End of period (including undistributed net investment income of $1,309,824 and undistributed net investment income of $0, respectively)

$ 89,777,978

$ 65,637,944

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.59

$ 10.78

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.21

.28

.11

Net realized and unrealized gain (loss)

.49

.78

.72

Total from investment operations

.70

1.06

.83

Distributions from net investment income

-

(.20)

(.05)

Distributions from net realized gain

(.11)

(.05)

-

Total distributions

(.11)

(.25)

(.05)

Net asset value, end of period

$ 12.18

$ 11.59

$ 10.78

Total ReturnB, C, D

6.08%

9.82%

8.33%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

3.49%A

2.48%

1.56%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 24,876

$ 20,992

$ 13,343

Portfolio turnover rate

27%A

24%

24%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.58

$ 10.77

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.20

.27

.10

Net realized and unrealized gain (loss)

.49

.78

.72

Total from investment operations

.69

1.05

.82

Distributions from net investment income

-

(.19)

(.05)

Distributions from net realized gain

(.11)

(.05)

-

Total distributions

(.11)

(.24)

(.05)

Net asset value, end of period

$ 12.16

$ 11.58

$ 10.77

Total ReturnB, C, D

6.00%

9.78%

8.17%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

3.40%A

2.39%

1.46%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 13,686

$ 5,984

$ 764

Portfolio turnover rate

27%A

24%

24%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.56

$ 10.76

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.19

.25

.09

Net realized and unrealized gain (loss)

.49

.78

.72

Total from investment operations

.68

1.03

.81

Distributions from net investment income

-

(.18)

(.05)

Distributions from net realized gain

(.11)

(.05)

-

Total distributions

(.11)

(.23)

(.05)

Net asset value, end of period

$ 12.13

$ 11.56

$ 10.76

Total ReturnB, C, D

5.92%

9.58%

8.07%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

3.25%A

2.24%

1.31%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 51,216

$ 38,662

$ 9,702

Portfolio turnover rate

27%A

24%

24%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

VIP Freedom 2015 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

7.2

7.4

VIP Equity-Income Portfolio Initial Class

8.2

8.7

VIP Growth & Income Portfolio Initial Class

8.3

8.6

VIP Growth Portfolio Initial Class

8.5

8.4

VIP Mid Cap Portfolio Initial Class

3.0

3.1

VIP Value Portfolio Initial Class

7.1

7.3

VIP Value Strategies Portfolio Initial Class

2.9

3.1

45.2

46.6

International Equity Funds

VIP Overseas Portfolio Initial Class

11.3

12.1

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

5.9

6.3

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

31.7

30.2

Short-Term Funds

VIP Money Market Portfolio Initial Class

5.9

4.8

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

45.2%

International Equity Funds

11.3%

Investment Grade Fixed-Income Funds

31.7%

High Yield Fixed-Income Funds

5.9%

Short-Term Funds

5.9%

Six months ago

Domestic Equity Funds

46.6%

International Equity Funds

12.1%

Investment Grade Fixed-Income Funds

30.2%

High Yield Fixed-Income Funds

6.3%

Short-Term Funds

4.8%

Expected

Domestic Equity Funds

44.1%

International Equity Funds

11.0%

Investment Grade Fixed-Income Funds

32.4%

High Yield Fixed-Income Funds

5.8%

Short-Term Funds

6.7%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

Semiannual Report

VIP Freedom 2015 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 56.5%

Shares

Value

Domestic Equity Funds - 45.2%

VIP Contrafund Portfolio Initial Class

100,447

$ 3,401,142

VIP Equity-Income Portfolio Initial Class

137,894

3,918,938

VIP Growth & Income Portfolio Initial Class

237,238

3,928,662

VIP Growth Portfolio Initial Class

100,206

4,019,278

VIP Mid Cap Portfolio Initial Class

40,313

1,423,064

VIP Value Portfolio Initial Class

225,946

3,350,780

VIP Value Strategies Portfolio Initial Class

101,240

1,399,132

TOTAL DOMESTIC EQUITY FUNDS

21,440,996

International Equity Funds - 11.3%

VIP Overseas Portfolio Initial Class

216,013

5,363,604

TOTAL EQUITY FUNDS

(Cost $23,432,314)

26,804,600

Fixed-Income Funds - 37.6%

High Yield Fixed-Income Funds - 5.9%

VIP High Income Portfolio Initial Class

432,788

2,830,436

Investment Grade Fixed-Income Funds - 31.7%

VIP Investment Grade Bond Portfolio Initial Class

1,221,599

15,037,885

TOTAL FIXED-INCOME FUNDS

(Cost $18,031,576)

17,868,321

Short-Term Funds - 5.9%

VIP Money Market Portfolio Initial Class
(Cost $2,806,030)

2,806,030

2,806,030

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $44,269,920)

$ 47,478,951

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

VIP Freedom Funds Portfolio

VIP Freedom 2015 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $44,269,920) - See accompanying schedule

$ 47,478,951

Cash

89

Receivable for investments sold

402,716

Receivable for fund shares sold

52,034

Total assets

47,933,790

Liabilities

Payable for fund shares redeemed

$ 454,366

Distribution fees payable

3,545

Total liabilities

457,911

Net Assets

$ 47,475,879

Net Assets consist of:

Paid in capital

$ 42,761,460

Undistributed net investment income

649,071

Accumulated undistributed net realized gain (loss) on investments

856,317

Net unrealized appreciation (depreciation) on investments

3,209,031

Net Assets

$ 47,475,879

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($30,038,549 ÷ 2,392,337
shares)

$ 12.56

Service Class:
Net Asset Value
, offering price and redemption price per share ($466,218 ÷ 37,148 shares)

$ 12.55

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($16,971,112 ÷ 1,355,883 shares)

$ 12.52

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 669,541

Interest

8

Total income

669,549

Expenses

Distribution fees

$ 17,504

Independent trustees' compensation

61

Total expenses before reductions

17,565

Expense reductions

(61)

17,504

Net investment income (loss)

652,045

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(55,462)

Capital gain distributions from underlying funds

930,665

875,203

Change in net unrealized appreciation (depreciation) on underlying funds

1,153,875

Net gain (loss)

2,029,078

Net increase (decrease) in net assets resulting from operations

$ 2,681,123

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

Semiannual Report

VIP Freedom 2015 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 652,045

$ 552,971

Net realized gain (loss)

875,203

627,270

Change in net unrealized appreciation (depreciation)

1,153,875

1,475,662

Net increase (decrease) in net assets resulting from operations

2,681,123

2,655,903

Distributions to shareholders from net investment income

(175,539)

(379,299)

Distributions to shareholders from net realized gain

(382,995)

(252,774)

Total distributions

(558,534)

(632,073)

Share transactions - net increase (decrease)

11,229,933

17,131,091

Total increase (decrease) in net assets

13,352,522

19,154,921

Net Assets

Beginning of period

34,123,357

14,968,436

End of period (including undistributed net investment income of $649,071 and undistributed net investment income of $172,565, respectively)

$ 47,475,879

$ 34,123,357

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.93

$ 10.95

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.20

.27

.11

Net realized and unrealized gain (loss)

.61

.94

.90

Total from investment operations

.81

1.21

1.01

Distributions from net investment income

(.06)

(.14)

(.06)

Distributions from net realized gain

(.12)

(.09)

-

Total distributions

(.18)

(.23)

(.06)

Net asset value, end of period

$ 12.56

$ 11.93

$ 10.95

Total ReturnB, C, D

6.82%

11.04%

10.11%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

3.21%A

2.34%

1.50%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 30,039

$ 23,712

$ 13,930

Portfolio turnover rate

21%A

24%

38%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.93

$ 10.95

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.19

.26

.10

Net realized and unrealized gain (loss)

.61

.94

.90

Total from investment operations

.80

1.20

1.00

Distributions from net investment income

(.06)

(.13)

(.05)

Distributions from net realized gain

(.12)

(.09)

-

Total distributions

(.18)

(.22)

(.05)

Net asset value, end of period

$ 12.55

$ 11.93

$ 10.95

Total ReturnB, C, D

6.73%

10.94%

10.04%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

3.11%A

2.24%

1.40%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 466

$ 427

$ 385

Portfolio turnover rate

21%A

24%

38%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 10.94

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.18

.24

.09

Net realized and unrealized gain (loss)

.61

.95

.90

Total from investment operations

.79

1.19

.99

Distributions from net investment income

(.06)

(.13)

(.05)

Distributions from net realized gain

(.12)

(.09)

-

Total distributions

(.18)

(.22)

(.05)

Net asset value, end of period

$ 12.52

$ 11.91

$ 10.94

Total ReturnB, C, D

6.66%

10.84%

9.90%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

2.96%A

2.09%

1.25%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 16,971

$ 9,984

$ 653

Portfolio turnover rate

21%A

24%

38%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

VIP Freedom 2020 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

8.6

8.7

VIP Equity-Income Portfolio Initial Class

10.0

10.3

VIP Growth & Income Portfolio Initial Class

10.0

10.1

VIP Growth Portfolio Initial Class

10.2

9.9

VIP Mid Cap Portfolio Initial Class

3.6

3.6

VIP Value Portfolio Initial Class

8.5

8.7

VIP Value Strategies Portfolio Initial Class

3.6

3.7

54.5

55.0

International Equity Funds

VIP Overseas Portfolio Initial Class

13.6

14.2

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

7.4

7.5

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

24.1

23.1

Short-Term Funds

VIP Money Market Portfolio Initial Class

0.4

0.2

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

54.5%

International Equity Funds

13.6%

Investment Grade Fixed-Income Funds

24.1%

High Yield Fixed-Income Funds

7.4%

Short-Term Funds

0.4%

Six months ago

Domestic Equity Funds

55.0%

International Equity Funds

14.2%

Investment Grade Fixed-Income Funds

23.1%

High Yield Fixed-Income Funds

7.5%

Short-Term Funds

0.2%

Expected

Domestic Equity Funds

53.9%

International Equity Funds

13.5%

Investment Grade Fixed-Income Funds

24.6%

High Yield Fixed-Income Funds

7.4%

Short-Term Funds

0.6%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Freedom Funds Portfolio

VIP Freedom 2020 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 68.1%

Shares

Value

Domestic Equity Funds - 54.5%

VIP Contrafund Portfolio Initial Class

325,761

$ 11,030,252

VIP Equity-Income Portfolio Initial Class

447,259

12,711,108

VIP Growth & Income Portfolio Initial Class

769,447

12,742,046

VIP Growth Portfolio Initial Class

324,878

13,030,876

VIP Mid Cap Portfolio Initial Class

130,698

4,613,652

VIP Value Portfolio Initial Class

732,996

10,870,333

VIP Value Strategies Portfolio Initial Class

328,369

4,538,057

TOTAL DOMESTIC EQUITY FUNDS

69,536,324

International Equity Funds - 13.6%

VIP Overseas Portfolio Initial Class

699,697

17,373,481

TOTAL EQUITY FUNDS

(Cost $77,259,917)

86,909,805

Fixed-Income Funds - 31.5%

High Yield Fixed-Income Funds - 7.4%

VIP High Income Portfolio Initial Class

1,447,798

9,468,597

Investment Grade Fixed-Income Funds - 24.1%

VIP Investment Grade Bond Portfolio Initial Class

2,499,354

30,767,051

TOTAL FIXED-INCOME FUNDS

(Cost $40,535,427)

40,235,648

Short-Term Funds - 0.4%

VIP Money Market Portfolio Initial Class
(Cost $508,796)

508,796

508,796

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $118,304,140)

$ 127,654,249

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, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $118,304,140) - See accompanying schedule

$ 127,654,249

Cash

18

Receivable for fund shares sold

157,749

Total assets

127,812,016

Liabilities

Payable for investments purchased

$ 156,492

Payable for fund shares redeemed

1,217

Distribution fees payable

18,787

Total liabilities

176,496

Net Assets

$ 127,635,520

Net Assets consist of:

Paid in capital

$ 114,588,028

Undistributed net investment income

1,192,494

Accumulated undistributed net realized gain (loss) on investments

2,504,889

Net unrealized appreciation (depreciation) on investments

9,350,109

Net Assets

$ 127,635,520

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($26,008,225 ÷ 2,015,759
shares)

$ 12.90

Service Class:
Net Asset Value
, offering price and redemption price per share ($14,863,847 ÷ 1,153,652 shares)

$ 12.88

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($86,763,448 ÷ 6,746,913 shares)

$ 12.86

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 1,278,437

Interest

18

Total income

1,278,455

Expenses

Distribution fees

$ 94,802

Independent trustees' compensation

151

Total expenses before reductions

94,953

Expense reductions

(151)

94,802

Net investment income (loss)

1,183,653

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(95,167)

Capital gain distributions from underlying funds

2,640,410

2,545,243

Change in net unrealized appreciation (depreciation) on underlying funds

4,046,358

Net gain (loss)

6,591,601

Net increase (decrease) in net assets resulting from operations

$ 7,775,254

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

VIP Freedom Funds Portfolio

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,183,653

$ 1,178,471

Net realized gain (loss)

2,545,243

1,816,338

Change in net unrealized appreciation (depreciation)

4,046,358

4,058,003

Net increase (decrease) in net assets resulting from operations

7,775,254

7,052,812

Distributions to shareholders from net investment income

-

(1,169,624)

Distributions to shareholders from net realized gain

(1,097,475)

(753,339)

Total distributions

(1,097,475)

(1,922,963)

Share transactions - net increase (decrease)

36,236,194

45,506,036

Total increase (decrease) in net assets

42,913,973

50,635,885

Net Assets

Beginning of period

84,721,547

34,085,662

End of period (including undistributed net investment income of $1,192,494 and undistributed net investment income of $8,841, respectively)

$ 127,635,520

$ 84,721,547

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.10

$ 11.07

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.15

.26

.13

Net realized and unrealized gain (loss)

.79

1.06

1.00

Total from investment operations

.94

1.32

1.13

Distributions from net investment income

-

(.18)

(.06)

Distributions from net realized gain

(.14)

(.11)

-

Total distributions

(.14)

(.29)

(.06)

Net asset value, end of period

$ 12.90

$ 12.10

$ 11.07

Total ReturnB, C, D

7.88%

11.95%

11.34%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

2.41%A

2.21%

1.80%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 26,008

$ 21,356

$ 16,085

Portfolio turnover rate

15%A

21%

14%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.09

$ 11.07

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.14

.25

.12

Net realized and unrealized gain (loss)

.79

1.06

1.01

Total from investment operations

.93

1.31

1.13

Distributions from net investment income

-

(.18)

(.06)

Distributions from net realized gain

(.14)

(.11)

-

Total distributions

(.14)

(.29)

(.06)

Net asset value, end of period

$ 12.88

$ 12.09

$ 11.07

Total ReturnB, C, D

7.80%

11.81%

11.30%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

2.31%A

2.11%

1.70%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,864

$ 6,555

$ 1,586

Portfolio turnover rate

15%A

21%

14%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.08

$ 11.06

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.13

.23

.11

Net realized and unrealized gain (loss)

.79

1.07

1.01

Total from investment operations

.92

1.30

1.12

Distributions from net investment income

-

(.17)

(.06)

Distributions from net realized gain

(.14)

(.11)

-

Total distributions

(.14)

(.28)

(.06)

Net asset value, end of period

$ 12.86

$ 12.08

$ 11.06

Total ReturnB, C, D

7.72%

11.70%

11.17%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

2.16%A

1.96%

1.55%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 86,763

$ 56,810

$ 16,414

Portfolio turnover rate

15%A

21%

14%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

VIP Freedom 2025 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

9.0

9.1

VIP Equity-Income Portfolio Initial Class

10.4

10.7

VIP Growth & Income Portfolio Initial Class

10.4

10.6

VIP Growth Portfolio Initial Class

10.6

10.3

VIP Mid Cap Portfolio Initial Class

3.8

3.8

VIP Value Portfolio Initial Class

8.9

9.1

VIP Value Strategies Portfolio Initial Class

3.7

3.8

56.8

57.4

International Equity Funds

VIP Overseas Portfolio Initial Class

14.2

15.0

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

7.5

7.5

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

21.5

20.1

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

56.8%

International Equity Funds

14.2%

Investment Grade Fixed-Income Funds

21.5%

High Yield Fixed-Income Funds

7.5%

Six months ago

Domestic Equity Funds

57.4%

International Equity Funds

15.0%

Investment Grade Fixed-Income Funds

20.1%

High Yield Fixed-Income Funds

7.5%

Expected

Domestic Equity Funds

56.4%

International Equity Funds

14.1%

Investment Grade Fixed-Income Funds

22.0%

High Yield Fixed-Income Funds

7.5%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

Semiannual Report

VIP Freedom 2025 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 71.0%

Shares

Value

Domestic Equity Funds - 56.8%

VIP Contrafund Portfolio Initial Class

34,306

$ 1,161,602

VIP Equity-Income Portfolio Initial Class

47,093

1,338,380

VIP Growth & Income Portfolio Initial Class

81,019

1,341,670

VIP Growth Portfolio Initial Class

34,214

1,372,321

VIP Mid Cap Portfolio Initial Class

13,748

485,296

VIP Value Portfolio Initial Class

77,177

1,144,541

VIP Value Strategies Portfolio Initial Class

34,530

477,202

TOTAL DOMESTIC EQUITY FUNDS

7,321,012

International Equity Funds - 14.2%

VIP Overseas Portfolio Initial Class

73,745

1,831,080

TOTAL EQUITY FUNDS

(Cost $7,868,204)

9,152,092

Fixed-Income Funds - 29.0%

High Yield Fixed-Income Funds - 7.5%

VIP High Income Portfolio Initial Class

147,350

963,672

Investment Grade Fixed-Income Funds - 21.5%

VIP Investment Grade Bond Portfolio Initial Class

225,138

2,771,449

TOTAL FIXED-INCOME FUNDS

(Cost $3,750,873)

3,735,121

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $11,619,077)

$ 12,887,213

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

VIP Freedom Funds Portfolio

VIP Freedom 2025 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $11,619,077) - See accompanying schedule

$ 12,887,213

Cash

59

Receivable for fund shares sold

45,973

Total assets

12,933,245

Liabilities

Payable for investments purchased

$ 45,153

Payable for fund shares redeemed

756

Distribution fees payable

175

Total liabilities

46,084

Net Assets

$ 12,887,161

Net Assets consist of:

Paid in capital

$ 11,209,350

Undistributed net investment income

128,073

Accumulated undistributed net realized gain (loss) on investments

281,602

Net unrealized appreciation (depreciation) on investments

1,268,136

Net Assets

$ 12,887,161

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($11,735,277 ÷ 904,350
shares)

$ 12.98

Service Class:
Net Asset Value
, offering price and redemption price per share ($487,264 ÷ 37,579 shares)

$ 12.97

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($664,620 ÷ 51,324 shares)

$ 12.95

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 128,988

Interest

50

Total income

129,038

Expenses

Distribution fees

$ 965

Independent trustees' compensation

17

Total expenses before reductions

982

Expense reductions

(17)

965

Net investment income (loss)

128,073

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(19,912)

Capital gain distributions from underlying funds

303,541

283,629

Change in net unrealized appreciation (depreciation) on underlying funds

443,512

Net gain (loss)

727,141

Net increase (decrease) in net assets resulting from operations

$ 855,214

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

Semiannual Report

VIP Freedom 2025 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 128,073

$ 150,496

Net realized gain (loss)

283,629

283,979

Change in net unrealized appreciation (depreciation)

443,512

528,242

Net increase (decrease) in net assets resulting from operations

855,214

962,717

Distributions to shareholders from net investment income

-

(151,306)

Distributions to shareholders from net realized gain

(156,431)

(126,743)

Total distributions

(156,431)

(278,049)

Share transactions - net increase (decrease)

2,828,206

3,065,781

Total increase (decrease) in net assets

3,526,989

3,750,449

Net Assets

Beginning of period

9,360,172

5,609,723

End of period (including undistributed net investment income of $128,073 and undistributed net investment income of $0, respectively)

$ 12,887,161

$ 9,360,172

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.18

$ 11.16

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.15

.23

.11

Net realized and unrealized gain (loss)

.84

1.17

1.12

Total from investment operations

.99

1.40

1.23

Distributions from net investment income

-

(.21)

(.07)

Distributions from net realized gain

(.19)

(.17)

-

Total distributions

(.19)

(.38)

(.07)

Net asset value, end of period

$ 12.98

$ 12.18

$ 11.16

Total ReturnB, C, D

8.22%

12.49%

12.25%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

2.31%A

1.95%

1.44%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,735

$ 8,363

$ 4,825

Portfolio turnover rate

27%A

49%

9%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.18

$ 11.16

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.14

.22

.10

Net realized and unrealized gain (loss)

.84

1.16

1.12

Total from investment operations

.98

1.38

1.22

Distributions from net investment income

-

(.19)

(.06)

Distributions from net realized gain

(.19)

(.17)

-

Total distributions

(.19)

(.36)

(.06)

Net asset value, end of period

$ 12.97

$ 12.18

$ 11.16

Total ReturnB, C, D

8.14%

12.39%

12.18%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

2.21%A

1.85%

1.34%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 487

$ 441

$ 393

Portfolio turnover rate

27%A

49%

9%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.17

$ 11.16

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.13

.20

.09

Net realized and unrealized gain (loss)

.84

1.16

1.12

Total from investment operations

.97

1.36

1.21

Distributions from net investment income

-

(.18)

(.05)

Distributions from net realized gain

(.19)

(.17)

-

Total distributions

(.19)

(.35)

(.05)

Net asset value, end of period

$ 12.95

$ 12.17

$ 11.16

Total ReturnB, C, D

8.06%

12.18%

12.07%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

2.06%A

1.70%

1.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 665

$ 556

$ 392

Portfolio turnover rate

27%A

49%

9%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

VIP Freedom 2030 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Initial Class

10.4

10.4

VIP Equity-Income Portfolio Initial Class

12.0

12.2

VIP Growth & Income Portfolio Initial Class

12.0

12.1

VIP Growth Portfolio Initial Class

12.3

11.8

VIP Mid Cap Portfolio Initial Class

4.3

4.4

VIP Value Portfolio Initial Class

10.3

10.3

VIP Value Strategies Portfolio Initial Class

4.3

4.4

65.6

65.6

International Equity Funds

VIP Overseas Portfolio Initial Class

16.4

17.0

High Yield Fixed-Income Funds

VIP High Income Portfolio Initial Class

7.5

7.4

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Initial Class

10.5

10.0

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

65.6%

International Equity Funds

16.4%

Investment Grade Fixed-Income Funds

10.5%

High Yield Fixed-Income Funds

7.5%

Six months ago

Domestic Equity Funds

65.6%

International Equity Funds

17.0%

Investment Grade Fixed-Income Funds

10.0%

High Yield Fixed-Income Funds

7.4%

Expected

Domestic Equity Funds

65.2%

International Equity Funds

16.3%

Investment Grade Fixed-Income Funds

11.0%

High Yield Fixed-Income Funds

7.5%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Freedom Funds Portfolio

VIP Freedom 2030 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 82.0%

Shares

Value

Domestic Equity Funds - 65.6%

VIP Contrafund Portfolio Initial Class

149,753

$ 5,070,650

VIP Equity-Income Portfolio Initial Class

205,606

5,843,327

VIP Growth & Income Portfolio Initial Class

353,694

5,857,168

VIP Growth Portfolio Initial Class

149,341

5,990,078

VIP Mid Cap Portfolio Initial Class

60,005

2,118,188

VIP Value Portfolio Initial Class

336,963

4,997,159

VIP Value Strategies Portfolio Initial Class

150,748

2,083,335

TOTAL DOMESTIC EQUITY FUNDS

31,959,905

International Equity Funds - 16.4%

VIP Overseas Portfolio Initial Class

321,214

7,975,739

TOTAL EQUITY FUNDS

(Cost $35,275,682)

39,935,644

Fixed-Income Funds - 18.0%

High Yield Fixed-Income Funds - 7.5%

VIP High Income Portfolio Initial Class

554,715

3,627,838

Investment Grade Fixed-Income Funds - 10.5%

VIP Investment Grade Bond Portfolio Initial Class

415,327

5,112,677

TOTAL FIXED-INCOME FUNDS

(Cost $8,772,447)

8,740,515

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $44,048,129)

$ 48,676,159

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, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $44,048,129) - See accompanying schedule

$ 48,676,159

Cash

42

Receivable for fund shares sold

28,084

Total assets

48,704,285

Liabilities

Payable for investments purchased

$ 25,853

Payable for fund shares redeemed

2,267

Distribution fees payable

4,543

Total liabilities

32,663

Net Assets

$ 48,671,622

Net Assets consist of:

Paid in capital

$ 42,471,279

Undistributed net investment income

328,487

Accumulated undistributed net realized gain (loss) on investments

1,243,826

Net unrealized appreciation (depreciation) on investments

4,628,030

Net Assets

$ 48,671,622

Initial Class:
Net Asset Value
, offering price
and redemption price per share
($22,252,951 ÷ 1,658,411
shares)

$ 13.42

Service Class:
Net Asset Value
, offering price and redemption price per share ($8,112,064 ÷ 605,243 shares)

$ 13.40

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($18,306,607 ÷ 1,368,629 shares)

$ 13.38

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 353,947

Interest

41

Total income

353,988

Expenses

Distribution fees

$ 25,501

Independent trustees' compensation

61

Total expenses before reductions

25,562

Expense reductions

(61)

25,501

Net investment income (loss)

328,487

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(54,555)

Capital gain distributions from underlying funds

1,304,964

1,250,409

Change in net unrealized appreciation (depreciation) on underlying funds

2,071,269

Net gain (loss)

3,321,678

Net increase (decrease) in net assets resulting from operations

$ 3,650,165

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

VIP Freedom Funds Portfolio

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 328,487

$ 454,629

Net realized gain (loss)

1,250,409

870,615

Change in net unrealized appreciation (depreciation)

2,071,269

1,738,118

Net increase (decrease) in net assets resulting from operations

3,650,165

3,063,362

Distributions to shareholders from net investment income

-

(470,715)

Distributions to shareholders from net realized gain

(518,356)

(345,367)

Total distributions

(518,356)

(816,082)

Share transactions - net increase (decrease)

11,600,513

15,075,481

Total increase (decrease) in net assets

14,732,322

17,322,761

Net Assets

Beginning of period

33,939,300

16,616,539

End of period (including undistributed net investment income of $328,487 and undistributed net investment income of $0, respectively)

$ 48,671,622

$ 33,939,300

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.44

$ 11.27

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.11

.24

.13

Net realized and unrealized gain (loss)

1.04

1.25

1.21

Total from investment operations

1.15

1.49

1.34

Distributions from net investment income

-

(.19)

(.07)

Distributions from net realized gain

(.17)

(.13)

-

Total distributions

(.17)

(.32)

(.07)

Net asset value, end of period

$ 13.42

$ 12.44

$ 11.27

Total ReturnB, C, D

9.34%

13.20%

13.35%

Ratios to Average Net AssetsF, H

Expenses before reductions

.00%A

.00%

.00%A

Expenses net of fee waivers, if any

.00%A

.00%

.00%A

Expenses net of all reductions

.00%A

.00%

.00%A

Net investment income (loss)

1.68%A

2.05%

1.71%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 22,253

$ 14,298

$ 8,262

Portfolio turnover rate

18%A

32%

33%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.44

$ 11.27

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.10

.23

.12

Net realized and unrealized gain (loss)

1.03

1.25

1.21

Total from investment operations

1.13

1.48

1.33

Distributions from net investment income

-

(.18)

(.06)

Distributions from net realized gain

(.17)

(.13)

-

Total distributions

(.17)

(.31)

(.06)

Net asset value, end of period

$ 13.40

$ 12.44

$ 11.27

Total ReturnB, C, D

9.17%

13.15%

13.30%

Ratios to Average Net AssetsF, H

Expenses before reductions

.10%A

.10%

.10%A

Expenses net of fee waivers, if any

.10%A

.10%

.10%A

Expenses net of all reductions

.10%A

.10%

.10%A

Net investment income (loss)

1.58%A

1.95%

1.62%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,112

$ 3,867

$ 958

Portfolio turnover rate

18%A

32%

33%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005G

Selected Per-Share Data

Net asset value, beginning of period

$ 12.42

$ 11.26

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.09

.21

.11

Net realized and unrealized gain (loss)

1.04

1.25

1.21

Total from investment operations

1.13

1.46

1.32

Distributions from net investment income

-

(.17)

(.06)

Distributions from net realized gain

(.17)

(.13)

-

Total distributions

(.17)

(.30)

(.06)

Net asset value, end of period

$ 13.38

$ 12.42

$ 11.26

Total ReturnB, C, D

9.19%

12.92%

13.16%

Ratios to Average Net AssetsF, H

Expenses before reductions

.25%A

.25%

.25%A

Expenses net of fee waivers, if any

.25%A

.25%

.25%A

Expenses net of all reductions

.25%A

.25%

.25%A

Net investment income (loss)

1.43%A

1.80%

1.47%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 18,307

$ 15,774

$ 7,396

Portfolio turnover rate

18%A

32%

33%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

VIP Freedom Funds Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio and VIP Freedom 2030 Portfolio (the Funds) are funds of Variable Insurance Products Fund V (formerly of Variable Insurance Products Fund IV). Effective, April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Funds reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Funds' investment strategies or Fidelity Management & Research Company's (FMR) management of the Funds. The Variable Insurance Products Fund V (the trust) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, fixed income, and money market funds (the Underlying Funds) managed by FMR. Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each Fund offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Investments in the Underlying Funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost, which approximates value.

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. Each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. Each Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, if applicable remains subject to examination by the Internal Revenue Service.

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, capital loss carryforwards, 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 investments and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

Cost for Federal Income Tax Purposes

Unrealized Appreciation

Unrealized Depreciation

Net Unrealized Appreciation/ (Depreciation)

VIP Freedom Income

$ 14,365,016

$ 396,652

$ (89,337)

$ 307,315

VIP Freedom 2005

8,205,953

741,295

(38,769)

702,526

VIP Freedom 2010

84,814,072

5,420,934

(446,123)

4,974,811

VIP Freedom 2015

44,270,312

3,457,204

(248,565)

3,208,639

VIP Freedom 2020

118,304,570

9,860,111

(510,432)

9,349,679

VIP Freedom 2025

11,619,313

1,308,377

(40,477)

1,267,900

VIP Freedom 2030

44,048,365

4,743,737

(115,943)

4,627,794

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Funds' financial statement disclosures.

3. Operating Policies.

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

4. Purchases and Sales of Investments.

Purchases and redemptions of the underlying fund shares are noted in the table below.

Purchases ($)

Redemptions ($)

VIP Freedom Income

5,900,376

2,109,758

VIP Freedom 2005

2,732,100

2,668,233

VIP Freedom 2010

32,899,874

10,539,194

VIP Freedom 2015

16,568,055

4,312,367

VIP Freedom 2020

47,026,843

8,057,338

VIP Freedom 2025

4,623,250

1,519,950

VIP Freedom 2030

16,564,312

3,832,635

5. Fees and Other Transactions with Affiliates.

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

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

VIP Freedom Funds Portfolio

5. Fees and Other Transactions with Affiliates - continued

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

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

Service Class

Service Class 2

Total

VIP Freedom Income

$ 200

$ 2,755

$ 2,955

VIP Freedom 2005

213

541

754

VIP Freedom 2010

4,288

59,736

64,024

VIP Freedom 2015

223

17,281

17,504

VIP Freedom 2020

5,221

89,581

94,802

VIP Freedom 2025

232

733

965

VIP Freedom 2030

3,212

22,289

25,501

6. Expense Reductions.

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

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

Expense
Limitations

Reimbursement
from adviser

VIP Freedom Income

Initial Class

0%

$ 15

Service Class

.10%

1

Service Class 2

.25%

3

VIP Freedom 2005

Initial Class

0%

11

Service Class

.10%

1

Service Class 2

.25%

1

VIP Freedom 2010

Initial Class

0%

32

Service Class

.10%

13

Service Class 2

.25%

69

VIP Freedom 2015

Initial Class

0%

40

Service Class

.10%

1

Service Class 2

.25%

20

VIP Freedom 2020

Initial Class

0%

34

Service Class

.10%

15

Service Class 2

.25%

102

VIP Freedom 2025

Initial Class

0%

15

Service Class

.10%

1

Service Class 2

.25%

1

VIP Freedom 2030

Initial Class

0%

26

Service Class

.10%

9

Service Class 2

.25%

26

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Other.

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

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

Affiliated %

Number of Unaffiliated
Shareholders

Unaffiliated Shareholders %

VIP Freedom Income

75%

1

11%

VIP Freedom 2005

98%

-

-

VIP Freedom 2010

28%

1

58%

VIP Freedom 2015

64%

1

32%

VIP Freedom 2020

20%

2

75%

VIP Freedom 2025

90%

-

-

VIP Freedom 2030

43%

1

47%

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2007

Year ended
December 31, 2006

VIP Freedom Income

From net investment income

Initial Class

$ 8,778

$ 269,889

Service Class

365

10,880

Service Class 2

2,058

28,996

Total

$ 11,201

$ 309,765

From net realized gain

Initial Class

$ 35,113

$ 42,500

Service Class

1,460

1,766

Service Class 2

8,233

4,803

Total

$ 44,806

$ 49,069

VIP Freedom 2005

From net investment income

Initial Class

$ -

$ 207,132

Service Class

-

10,517

Service Class 2

-

9,944

Total

$ -

$ 227,593

From net realized gain

Initial Class

$ 76,620

$ 33,434

Service Class

4,530

1,759

Service Class 2

4,605

1,757

Total

$ 85,755

$ 36,950

VIP Freedom 2010

From net investment income

Initial Class

$ -

$ 353,057

Service Class

-

98,166

Service Class 2

-

589,540

Total

$ -

$ 1,040,763

From net realized gain

Initial Class

$ 193,718

$ 88,708

Service Class

60,326

25,301

Service Class 2

393,677

162,856

Total

$ 647,721

$ 276,865

VIP Freedom Funds Portfolio

8. Distributions to Shareholders - continued

Distributions to shareholders of each class were as follows: - continued

Six months ended
June 30, 2007

Year ended
December 31, 2006

VIP Freedom 2015

From net investment income

Initial Class

$ 118,212

$ 271,006

Service Class

1,970

4,502

Service Class 2

55,357

103,791

Total

$ 175,539

$ 379,299

From net realized gain

Initial Class

$ 257,917

$ 175,471

Service Class

4,298

3,166

Service Class 2

120,780

74,137

Total

$ 382,995

$ 252,774

VIP Freedom 2020

From net investment income

Initial Class

$ -

$ 316,990

Service Class

-

94,245

Service Class 2

-

758,389

Total

$ -

$ 1,169,624

From net realized gain

Initial Class

$ 255,397

$ 189,505

Service Class

96,624

58,242

Service Class 2

745,454

505,592

Total

$ 1,097,475

$ 753,339

VIP Freedom 2025

From net investment income

Initial Class

$ -

$ 136,529

Service Class

-

6,790

Service Class 2

-

7,987

Total

$ -

$ 151,306

From net realized gain

Initial Class

$ 141,041

$ 113,219

Service Class

6,884

5,981

Service Class 2

8,506

7,543

Total

$ 156,431

$ 126,743

VIP Freedom 2030

From net investment income

Initial Class

$ -

$ 210,649

Service Class

-

54,452

Service Class 2

-

205,614

Total

$ -

$ 470,715

From net realized gain

Initial Class

$ 215,826

$ 145,662

Service Class

69,669

38,682

Service Class 2

232,861

161,023

Total

$ 518,356

$ 345,367

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30, 2007

Year ended
December 31, 2006

Six months ended June 30, 2007

Year ended
December 31, 2006

VIP Freedom Income

Initial Class

Shares sold

329,585

628,341

$ 3,583,351

$ 6,697,181

Reinvestment of distributions

4,075

29,149

43,891

312,388

Shares redeemed

(175,949)

(354,600)

(1,909,165)

(3,763,363)

Net increase (decrease)

157,711

302,890

$ 1,718,077

$ 3,246,206

Service Class

Reinvestment of distributions

170

1,180

$ 1,825

$ 12,646

Net increase (decrease)

170

1,180

$ 1,825

$ 12,646

Service Class 2

Shares sold

177,179

77,795

$ 1,920,088

$ 837,357

Reinvestment of distributions

957

3,159

10,291

33,799

Shares redeemed

(17,973)

(17,023)

(195,627)

(178,812)

Net increase (decrease)

160,163

63,931

$ 1,734,752

$ 692,344

VIP Freedom 2005

Initial Class

Shares sold

178,233

512,176

$ 2,100,256

$ 5,650,369

Reinvestment of distributions

6,680

21,052

76,620

240,567

Shares redeemed

(203,966)

(335,528)

(2,365,456)

(3,714,256)

Net increase (decrease)

(19,053)

197,700

$ (188,580)

$ 2,176,680

Service Class

Reinvestment of distributions

395

1,074

$ 4,530

$ 12,275

Net increase (decrease)

395

1,074

$ 4,530

$ 12,275

Service Class 2

Shares sold

726

-

$ 8,434

$ -

Reinvestment of distributions

401

1,024

4,605

11,701

Shares redeemed

(5)

-

(64)

-

Net increase (decrease)

1,122

1,024

$ 12,975

$ 11,701

VIP Freedom 2010

Initial Class

Shares sold

490,046

1,085,640

$ 5,829,269

$ 12,091,220

Reinvestment of distributions

16,600

38,083

193,718

441,765

Shares redeemed

(275,710)

(550,105)

(3,240,597)

(6,137,550)

Net increase (decrease)

230,936

573,618

$ 2,782,390

$ 6,395,435

Service Class

Shares sold

767,986

461,171

$ 9,197,724

$ 5,186,749

Reinvestment of distributions

5,174

10,644

60,326

123,467

Shares redeemed

(164,830)

(25,858)

(1,974,366)

(288,627)

Net increase (decrease)

608,330

445,957

$ 7,283,684

$ 5,021,589

Service Class 2

Shares sold

1,384,821

2,611,488

$ 16,317,782

$ 29,083,720

Reinvestment of distributions

33,850

65,030

393,677

752,397

Shares redeemed

(542,273)

(232,684)

(6,529,595)

(2,589,520)

Net increase (decrease)

876,398

2,443,834

$ 10,181,864

$ 27,246,597

VIP Freedom 2015

Initial Class

Shares sold

648,778

1,063,240

$ 7,954,008

$ 12,155,808

Reinvestment of distributions

31,423

37,362

376,129

446,476

Shares redeemed

(275,846)

(384,997)

(3,403,143)

(4,436,992)

Net increase (decrease)

404,355

715,605

$ 4,926,994

$ 8,165,292

Service Class

Shares sold

809

-

$ 10,000

$ -

Reinvestment of distributions

524

642

6,268

7,668

Net increase (decrease)

1,333

642

$ 16,268

$ 7,668

VIP Freedom Funds Portfolio

9. Share Transactions - continued

Transactions for each class of shares were as follows: - continued

Shares

Dollars

Six months ended June 30, 2007

Year ended
December 31, 2006

Six months ended June 30, 2007

Year ended
December 31, 2006

VIP Freedom 2015 - continued

Service Class 2

Shares sold

526,686

825,508

$ 6,403,182

$ 9,476,778

Reinvestment of distributions

14,752

14,914

176,137

177,928

Shares redeemed

(24,157)

(61,528)

(292,648)

(696,575)

Net increase (decrease)

517,281

778,894

$ 6,286,671

$ 8,958,131

VIP Freedom 2020

Initial Class

Shares sold

446,895

858,421

$ 5,604,890

$ 9,934,015

Reinvestment of distributions

20,917

41,756

255,397

506,495

Shares redeemed

(216,577)

(588,301)

(2,705,533)

(6,802,896)

Net increase (decrease)

251,235

311,876

$ 3,154,754

$ 3,637,614

Service Class

Shares sold

664,072

411,929

$ 8,311,445

$ 4,798,643

Reinvestment of distributions

7,920

12,581

96,624

152,487

Shares redeemed

(60,406)

(25,736)

(763,405)

(305,071)

Net increase (decrease)

611,586

398,774

$ 7,644,664

$ 4,646,059

Service Class 2

Shares sold

2,284,778

3,353,614

$ 28,511,615

$ 38,778,034

Reinvestment of distributions

61,203

104,461

745,454

1,263,981

Shares redeemed

(302,515)

(238,340)

(3,820,293)

(2,819,652)

Net increase (decrease)

2,043,466

3,219,735

$ 25,436,776

$ 37,222,363

VIP Freedom 2025

Initial Class

Shares sold

302,973

508,046

$ 3,807,033

$ 5,956,062

Reinvestment of distributions

11,514

20,454

141,041

249,748

Shares redeemed

(96,752)

(274,265)

(1,208,901)

(3,281,077)

Net increase (decrease)

217,735

254,235

$ 2,739,173

$ 2,924,733

Service Class

Shares sold

788

-

$ 10,000

$ -

Reinvestment of distributions

562

1,047

6,884

12,771

Net increase (decrease)

1,350

1,047

$ 16,884

$ 12,771

Service Class 2

Shares sold

7,908

9,336

$ 99,523

$ 114,122

Reinvestment of distributions

695

1,273

8,506

15,530

Shares redeemed

(2,924)

(112)

(35,880)

(1,375)

Net increase (decrease)

5,679

10,497

$ 72,149

$ 128,277

VIP Freedom 2030

Initial Class

Shares sold

616,107

710,684

$ 8,039,027

$ 8,499,790

Reinvestment of distributions

17,170

28,573

215,826

356,311

Shares redeemed

(123,820)

(323,491)

(1,588,339)

(3,808,183)

Net increase (decrease)

509,457

415,766

$ 6,666,514

$ 5,047,918

Service Class

Shares sold

337,222

235,504

$ 4,307,614

$ 2,842,204

Reinvestment of distributions

5,547

7,469

69,669

93,133

Shares redeemed

(48,448)

(17,091)

(630,283)

(204,059)

Net increase (decrease)

294,321

225,882

$ 3,747,000

$ 2,731,278

Service Class 2

Shares sold

236,093

819,368

$ 2,993,579

$ 9,707,801

Reinvestment of distributions

18,569

29,449

232,861

366,637

Shares redeemed

(156,033)

(235,970)

(2,039,441)

(2,778,153)

Net increase (decrease)

98,629

612,847

$ 1,186,999

$ 7,296,285

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Freedom Funds

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contracts and administration agreements (together, the Advisory Contracts) for the funds in connection with reorganizing the funds from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under each fund's Advisory Contracts are identical to those in each fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of each fund's assets; (ii) the nature or level of services provided under each fund's Advisory Contracts; or (iii) the day-to-day management of each fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the funds during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider each fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of each fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to each fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of each fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing each fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that each fund's Advisory Contracts are fair and reasonable, and that each fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the funds from one Trust to another.

VIP Freedom Funds Portfolio

Semiannual Report

VIP Freedom Funds Portfolio

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPFF2K-SANN-0807
1.819548.103

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Lifetime Income Portfolio I

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Lifetime Income Portfolio II

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Lifetime Income Portfolio III

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Lifetime Income Funds Portfolio

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, 2007 to June 30, 2007).

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.

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

VIP Freedom Lifetime Income I

Actual

$ 1,000.00

$ 1,055.00

$ .00

Hypothetical A

$ 1,000.00

$ 1,024.79

$ .00

VIP Freedom Lifetime Income II

Actual

$ 1,000.00

$ 1,072.80

$ .00

Hypothetical A

$ 1,000.00

$ 1,024.79

$ .00

VIP Freedom Lifetime Income III

Actual

$ 1,000.00

$ 1,087.00

$ .00

Hypothetical A

$ 1,000.00

$ 1,024.79

$ .00

A 5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio of .00%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

VIP Freedom Lifetime Income I Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's
investments

% of fund's investments
6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

5.7

5.8

VIP Equity-Income Portfolio Investor Class

6.5

6.8

VIP Growth & Income Portfolio Investor Class

6.6

6.7

VIP Growth Portfolio Investor Class

6.7

6.6

VIP Mid Cap Portfolio Investor Class

2.4

2.4

VIP Value Portfolio Investor Class

5.6

5.7

VIP Value Strategies Portfolio Investor Class

2.3

2.4

35.8

36.4

International Equity Funds

VIP Overseas Portfolio Investor Class R

8.9

9.1

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

5.0

5.1

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

38.7

38.7

Short-Term Funds

VIP Money Market Portfolio Investor Class

11.6

10.7

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

35.8%

International Equity Funds

8.9%

Investment Grade Fixed-Income Funds

38.7%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

11.6%

Six months ago

Domestic Equity Funds

36.4%

International Equity Funds

9.1%

Investment Grade Fixed-Income Funds

38.7%

High Yield Fixed-Income Funds

5.1%

Short-Term Funds

10.7%

Expected

Domestic Equity Funds

35.9%

International Equity Funds

9.0%

Investment Grade Fixed-Income Funds

37.9%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

12.2%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Lifetime Income Funds Portfolio

VIP Freedom Lifetime Income I Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 44.7%

Shares

Value

Domestic Equity Funds - 35.8%

VIP Contrafund Portfolio Investor Class

19,525

$ 659,544

VIP Equity-Income Portfolio Investor Class

26,773

759,022

VIP Growth & Income Portfolio Investor Class

46,084

761,302

VIP Growth Portfolio Investor Class

19,451

778,051

VIP Mid Cap Portfolio Investor Class

7,818

275,286

VIP Value Portfolio Investor Class

43,870

649,718

VIP Value Strategies Portfolio Investor Class

19,671

270,871

TOTAL DOMESTIC EQUITY FUNDS

4,153,794

International Equity Funds - 8.9%

VIP Overseas Portfolio Investor Class R

41,485

1,027,578

TOTAL EQUITY FUNDS

(Cost $4,591,735)

5,181,372

Fixed-Income Funds - 43.7%

High Yield Fixed-Income Funds - 5.0%

VIP High Income Portfolio Investor Class

88,216

575,166

Investment Grade Fixed-Income Funds - 38.7%

VIP Investment Grade Bond Portfolio Investor Class

365,358

4,486,595

TOTAL FIXED-INCOME FUNDS

(Cost $5,103,626)

5,061,761

Short-Term Funds - 11.6%

VIP Money Market Portfolio Investor Class
(Cost $1,342,771)

1,342,771

1,342,771

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $11,038,132)

$ 11,585,904

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, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $11,038,132) -
See accompanying schedule

$ 11,585,904

Cash

89

Receivable for fund shares sold

90,386

Dividends receivable

181

Total assets

11,676,560

Liabilities

Payable for investments purchased

$ 90,348

Payable for fund shares redeemed

40

Total liabilities

90,388

Net Assets

$ 11,586,172

Net Assets consist of:

Paid in capital

$ 10,640,321

Undistributed net investment income

219,374

Accumulated undistributed net realized gain (loss) on investments

178,705

Net unrealized appreciation (depreciation) on investments

547,772

Net Assets, for 1,008,575 shares outstanding

$ 11,586,172

Net Asset Value, offering price and redemption price per share ($11,586,172 ÷ 1,008,575 shares)

$ 11.49

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 219,374

Expenses

Independent trustees' compensation

$ 16

Total expenses before reductions

16

Expense reductions

(16)

0

Net investment income (loss)

219,374

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(10,563)

Capital gain distributions from underlying funds

192,937

182,374

Change in net unrealized appreciation (depreciation) on underlying funds

169,745

Net gain (loss)

352,119

Net increase (decrease) in net assets resulting from operations

$ 571,493

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

VIP Lifetime Income Funds Portfolio

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 219,374

$ 160,138

Net realized gain (loss)

182,374

127,086

Change in net unrealized appreciation (depreciation)

169,745

348,399

Net increase (decrease) in net assets resulting from operations

571,493

635,623

Distributions to shareholders from net investment income

-

(162,340)

Distributions to shareholders from net realized gain

(83,458)

(45,095)

Total distributions

(83,458)

(207,435)

Share transactions
Proceeds from sales of shares

1,919,061

7,602,656

Reinvestment of distributions

83,458

207,435

Cost of shares redeemed

(1,010,138)

(1,038,565)

Net increase (decrease) in net assets resulting from share transactions

992,381

6,771,526

Total increase (decrease) in net assets

1,480,416

7,199,714

Net Assets

Beginning of period

10,105,756

2,906,042

End of period (including undistributed net investment income of $219,374 and undistributed net investment income of $0, respectively)

$ 11,586,172

$ 10,105,756

Other Information

Shares

Sold

170,088

715,785

Issued in reinvestment of distributions

7,553

18,875

Redeemed

(89,819)

(96,908)

Net increase (decrease)

87,822

637,752

Financial Highlights

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.98

$ 10.27

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.23

.27

.10

Net realized and unrealized gain (loss)

.37

.67

.26

Total from investment operations

.60

.94

.36

Distributions from net investment income

-

(.18)

(.05)

Distributions from net realized gain

(.09)

(.05)

(.04)

Total distributions

(.09)

(.23)

(.09)

Net asset value, end of period

$ 11.49

$ 10.98

$ 10.27

Total Return B, C, D

5.50%

9.15%

3.55%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

4.08% A

2.50%

2.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,586

$ 10,106

$ 2,906

Portfolio turnover rate

25% A

28%

71%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

VIP Freedom Lifetime Income II Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's
investments

% of fund's investments
6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

7.7

8.1

VIP Equity-Income Portfolio Investor Class

8.9

9.6

VIP Growth & Income Portfolio Investor Class

9.0

9.4

VIP Growth Portfolio Investor Class

9.1

9.2

VIP Mid Cap Portfolio Investor Class

3.2

3.4

VIP Value Portfolio Investor Class

7.6

8.1

VIP Value Strategies Portfolio Investor Class

3.2

3.4

48.7

51.2

International Equity Funds

VIP Overseas Portfolio Investor Class R

12.1

12.6

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

6.9

7.7

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

29.4

26.6

Short-Term Funds

VIP Money Market Portfolio Investor Class

2.9

1.9

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

48.7%

International Equity Funds

12.1%

Investment Grade Fixed-Income Funds

29.4%

High Yield Fixed-Income Funds

6.9%

Short-Term Funds

2.9%

Six months ago

Domestic Equity Funds

51.2%

International Equity Funds

12.6%

Investment Grade Fixed-Income Funds

26.6%

High Yield Fixed-Income Funds

7.7%

Short-Term Funds

1.9%

Expected

Domestic Equity Funds

47.3%

International Equity Funds

11.8%

Investment Grade Fixed-Income Funds

30.7%

High Yield Fixed-Income Funds

6.7%

Short-Term Funds

3.5%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Lifetime Income Funds Portfolio

VIP Freedom Lifetime Income II Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 60.8%

Shares

Value

Domestic Equity Funds - 48.7%

VIP Contrafund Portfolio Investor Class

48,078

$ 1,624,073

VIP Equity-Income Portfolio Investor Class

66,005

1,871,249

VIP Growth & Income Portfolio Investor Class

113,612

1,876,873

VIP Growth Portfolio Investor Class

47,952

1,918,067

VIP Mid Cap Portfolio Investor Class

19,257

678,031

VIP Value Portfolio Investor Class

108,033

1,599,975

VIP Value Strategies Portfolio Investor Class

48,462

667,316

TOTAL DOMESTIC EQUITY FUNDS

10,235,584

International Equity Funds - 12.1%

VIP Overseas Portfolio Investor Class R

102,658

2,542,844

TOTAL EQUITY FUNDS

(Cost $11,466,821)

12,778,428

Fixed-Income Funds - 36.3%

High Yield Fixed-Income Funds - 6.9%

VIP High Income Portfolio Investor Class

220,776

1,439,460

Investment Grade Fixed-Income Funds - 29.4%

VIP Investment Grade Bond Portfolio Investor Class

503,678

6,185,162

TOTAL FIXED-INCOME FUNDS

(Cost $7,646,744)

7,624,622

Short-Term Funds - 2.9%

VIP Money Market Portfolio Investor Class
(Cost $601,645)

601,645

601,645

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $19,715,210)

$ 21,004,695

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, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $19,715,210) -
See accompanying schedule

$ 21,004,695

Cash

90

Receivable for investments sold

325

Dividends receivable

79

Total assets

21,005,189

Liabilities

Payable for fund shares redeemed

$ 325

Total liabilities

325

Net Assets

$ 21,004,864

Net Assets consist of:

Paid in capital

$ 19,007,831

Undistributed net investment income

263,893

Accumulated undistributed net realized gain (loss) on investments

443,655

Net unrealized appreciation (depreciation) on investments

1,289,485

Net Assets, for 1,745,254 shares outstanding

$ 21,004,864

Net Asset Value, offering price and redemption price per share ($21,004,864 ÷ 1,745,254 shares)

$ 12.04

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 267,852

Expenses

Independent trustees' compensation

$ 28

Total expenses before reductions

28

Expense reductions

(28)

0

Net investment income (loss)

267,852

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(13,461)

Capital gain distributions from underlying funds

461,092

447,631

Change in net unrealized appreciation (depreciation) on underlying funds

600,275

Net gain (loss)

1,047,906

Net increase (decrease) in net assets resulting from operations

$ 1,315,758

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

VIP Lifetime Income Funds Portfolio

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 267,852

$ 212,416

Net realized gain (loss)

447,631

277,462

Change in net unrealized appreciation (depreciation)

600,275

641,870

Net increase (decrease) in net assets resulting from operations

1,315,758

1,131,748

Distributions to shareholders from net investment income

(7,662)

(208,713)

Distributions to shareholders from net realized gain

(206,875)

(74,541)

Total distributions

(214,537)

(283,254)

Share transactions
Proceeds from sales of shares

3,433,615

14,411,163

Reinvestment of distributions

214,537

283,254

Cost of shares redeemed

(965,476)

(688,332)

Net increase (decrease) in net assets resulting from share transactions

2,682,676

14,006,085

Total increase (decrease) in net assets

3,783,897

14,854,579

Net Assets

Beginning of period

17,220,967

2,366,388

End of period (including undistributed net investment income of $263,893 and undistributed net investment income of $3,703, respectively)

$ 21,004,864

$ 17,220,967

Other Information

Shares

Sold

293,292

1,326,173

Issued in reinvestment of distributions

18,753

24,891

Redeemed

(82,470)

(63,508)

Net increase (decrease)

229,575

1,287,556

Financial Highlights

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.36

$ 10.37

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.17

.23

.10

Net realized and unrealized gain (loss)

.65

.95

.40

Total from investment operations

.82

1.18

.50

Distributions from net investment income

(.01)

(.14)

(.06)

Distributions from net realized gain

(.14)

(.05)

(.07)

Total distributions

(.14) I

(.19)

(.13)

Net asset value, end of period

$ 12.04

$ 11.36

$ 10.37

Total Return B, C, D

7.28%

11.38%

5.00%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

2.83% A

2.12%

2.18% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 21,005

$ 17,221

$ 2,366

Portfolio turnover rate

23% A

16%

69%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Total distributions of $.14 per share is comprised of distributions from net investment income of $.005 and distributions from net realized gain of $.135 per share.

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

Semiannual Report

VIP Freedom Lifetime Income III Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's
investments

% of fund's investments
6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

9.7

9.8

VIP Equity-Income Portfolio Investor Class

11.2

11.5

VIP Growth & Income Portfolio Investor Class

11.2

11.4

VIP Growth Portfolio Investor Class

11.4

11.2

VIP Mid Cap Portfolio Investor Class

4.0

4.1

VIP Value Portfolio Investor Class

9.5

9.7

VIP Value Strategies Portfolio Investor Class

4.0

4.1

61.0

61.8

International Equity Funds

VIP Overseas Portfolio Investor Class R

15.1

16.3

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

7.5

7.5

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

16.4

14.4

Short-Term Funds

VIP Money Market Portfolio Investor Class

0.0

0.0

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

61.0%

International Equity Funds

15.1%

Investment Grade Fixed-Income Funds

16.4%

High Yield Fixed-Income Funds

7.5%

Short-Term Funds

0.0%

Six months ago

Domestic Equity Funds

61.8%

International Equity Funds

16.3%

Investment Grade Fixed-Income Funds

14.4%

High Yield Fixed-Income Funds

7.5%

Short-Term Funds

0.0%

Expected

Domestic Equity Funds

59.4%

International Equity Funds

14.8%

Investment Grade Fixed-Income Funds

18.3%

High Yield Fixed-Income Funds

7.5%

Short-Term Funds

0.0%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Lifetime Income Funds Portfolio

VIP Freedom Lifetime Income III Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 76.1%

Shares

Value

Domestic Equity Funds - 61.0%

VIP Contrafund Portfolio Investor Class

30,260

$ 1,022,172

VIP Equity-Income Portfolio Investor Class

41,561

1,178,266

VIP Growth & Income Portfolio Investor Class

71,536

1,181,778

VIP Growth Portfolio Investor Class

30,192

1,207,663

VIP Mid Cap Portfolio Investor Class

12,128

427,033

VIP Value Portfolio Investor Class

67,996

1,007,017

VIP Value Strategies Portfolio Investor Class

30,520

420,254

TOTAL DOMESTIC EQUITY FUNDS

6,444,183

International Equity Funds - 15.1%

VIP Overseas Portfolio Investor Class R

64,350

1,593,941

TOTAL EQUITY FUNDS

(Cost $7,072,816)

8,038,124

Fixed-Income Funds - 23.9%

High Yield Fixed-Income Funds - 7.5%

VIP High Income Portfolio Investor Class

120,807

787,660

Investment Grade Fixed-Income Funds - 16.4%

VIP Investment Grade Bond Portfolio Investor Class

141,098

1,732,685

TOTAL FIXED-INCOME FUNDS

(Cost $2,517,354)

2,520,345

Short-Term Funds - 0.0%

VIP Money Market Portfolio Investor Class
(Cost $2,072)

2,072

2,072

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $9,592,242)

$ 10,560,541

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, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $9,592,242) -
See accompanying schedule

$ 10,560,541

Cash

89

Receivable for investments sold

152

Total assets

10,560,782

Liabilities

Payable for fund shares redeemed

$ 153

Total liabilities

153

Net Assets

$ 10,560,629

Net Assets consist of:

Paid in capital

$ 9,189,392

Undistributed net investment income

95,319

Accumulated undistributed net realized gain (loss) on investments

307,619

Net unrealized appreciation (depreciation) on investments

968,299

Net Assets, for 853,058 shares outstanding

$ 10,560,629

Net Asset Value, offering price and redemption price per share ($10,560,629 ÷ 853,058 shares)

$ 12.38

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 98,716

Expenses

Independent trustees' compensation

$ 14

Total expenses before reductions

14

Expense reductions

(14)

0

Net investment income (loss)

98,716

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

3,235

Capital gain distributions from underlying funds

304,716

307,951

Change in net unrealized appreciation (depreciation) on underlying funds

401,390

Net gain (loss)

709,341

Net increase (decrease) in net assets resulting from operations

$ 808,057

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

VIP Lifetime Income Funds Portfolio

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 98,716

$ 112,758

Net realized gain (loss)

307,951

219,068

Change in net unrealized appreciation (depreciation)

401,390

469,611

Net increase (decrease) in net assets resulting from operations

808,057

801,437

Distributions to shareholders from net investment income

(4,027)

(112,128)

Distributions to shareholders from net realized gain

(136,926)

(82,227)

Total distributions

(140,953)

(194,355)

Share transactions
Proceeds from sales of shares

1,114,994

5,427,409

Reinvestment of distributions

140,953

194,355

Cost of shares redeemed

(197,521)

(352,017)

Net increase (decrease) in net assets resulting from share transactions

1,058,426

5,269,747

Total increase (decrease) in net assets

1,725,530

5,876,829

Net Assets

Beginning of period

8,835,099

2,958,270

End of period (including undistributed net investment income of $95,319 and undistributed net investment income of $630, respectively)

$ 10,560,629

$ 8,835,099

Other Information

Shares

Sold

93,242

496,103

Issued in reinvestment of distributions

12,099

16,769

Redeemed

(16,562)

(30,993)

Net increase (decrease)

88,779

481,879

Financial Highlights

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.56

$ 10.48

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.12

.19

.11

Net realized and unrealized gain (loss)

.88

1.15

.50

Total from investment operations

1.00

1.34

.61

Distributions from net investment income

(.01)

(.15)

(.06)

Distributions from net realized gain

(.17)

(.11)

(.07)

Total distributions

(.18)

(.26)

(.13)

Net asset value, end of period

$ 12.38

$ 11.56

$ 10.48

Total Return B, C, D

8.70%

12.78%

6.10%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

2.03% A

1.76%

2.39% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 10,561

$ 8,835

$ 2,958

Portfolio turnover rate

12% A

15%

59%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (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 V (formerly of Variable Insurance Products IV). Effective, April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Funds reorganized into Variable Insurance Products V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Funds' investment strategies or Fidelity Management & Research Company's (FMR) management of the Funds. The Variable Insurance Products V (the trust) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, fixed income, and money market funds (the Underlying Funds) managed by 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.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Investments in the Underlying Funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost, which approximates value.

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. Each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. Each Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, if applicable, remains subject to examination by the Internal Revenue Service.

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

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

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

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

Cost for Federal
Income Tax Purposes

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)

VIP Freedom Lifetime Income I

$ 11,038,165

$ 612,578

$ (64,839)

$ 547,739

VIP Freedom Lifetime Income II

19,715,376

1,369,913

(80,594)

1,289,319

VIP Freedom Lifetime Income III

9,592,348

989,626

(21,433)

968,193

VIP Lifetime Income Funds Portfolio

2. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Funds' financial statement disclosures.

3. Operating Policies.

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

4. Purchases and Sales of Investments.

Purchases and redemptions of the underlying fund shares are noted in the table below.

Purchases ($)

Redemptions ($)

VIP Freedom Lifetime Income I

2,672,105

1,350,757

VIP Freedom Lifetime Income II

5,372,721

2,175,629

VIP Freedom Lifetime Income III

1,908,783

587,876

5. Fees and Other Transactions with Affiliates.

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

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

6. Expense Reductions.

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

The following Funds were in reimbursement during the period:

Expense Limitations

Reimbursement
from adviser

VIP Freedom Lifetime Income I

0%

$ 16

VIP Freedom Lifetime Income II

0%

28

VIP Freedom Lifetime Income III

0%

14

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Other.

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

The Funds do not invest in the Underlying Funds for the purpose of exercising management control; however, investments made by the Funds within their principal investment strategies may represent a significant portion of an Underlying Fund's net assets.

At the end of the period, FMR or its affiliates were owners of record of 100% of the total outstanding shares of the Funds.

VIP Lifetime Income Funds Portfolio

Board Approval of Investment Advisory Contracts and Management Fees

VIP Freedom Lifetime Income Funds

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contracts and administration agreements (together, the Advisory Contracts) for the funds in connection with reorganizing the funds from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under each fund's Advisory Contracts are identical to those in each fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of each fund's assets; (ii) the nature or level of services provided under each fund's Advisory Contracts; or (iii) the day-to-day management of each fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the funds during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider each fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of each fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to each fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of each fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing each fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that each fund's Advisory Contracts are fair and reasonable, and that each fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the funds from one Trust to another.

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPFLI-SANN-0807
1.816202.101

Fidelity® Variable Insurance Products:

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

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

FundsManager 20% Portfolio

<Click Here>

Investment Summary

<Click Here>

Investments

<Click Here>

Financial Statements

FundsManager 50% Portfolio

<Click Here>

Investment Summary

<Click Here>

Investments

<Click Here>

Financial Statements

FundsManager 70% Portfolio

<Click Here>

Investment Summary

<Click Here>

Investments

<Click Here>

Financial Statements

FundsManager 85% Portfolio

<Click Here>

Investment Summary

<Click Here>

Investments

<Click Here>

Financial Statements

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP FundsManager Portfolio

VIP FundsManager Portfolios

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, 2007 to June 30, 2007).

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.

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

VIP FundsManager 20% Portfolio

Service Class

Actual

$ 1,000.00

$ 1,035.90

$ 1.01

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

Service Class 2

Actual

$ 1,000.00

$ 1,034.90

$ 1.77

HypotheticalA

$ 1,000.00

$ 1,023.06

$ 1.76

Investor Class

Actual

$ 1,000.00

$ 1,035.90

$ 1.01

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

VIP FundsManager 50% Portfolio

Service Class

Actual

$ 1,000.00

$ 1,057.60

$ 1.02

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

Service Class 2

Actual

$ 1,000.00

$ 1,057.60

$ 1.84

HypotheticalA

$ 1,000.00

$ 1,023.01

$ 1.81

Investor Class

Actual

$ 1,000.00

$ 1,057.60

$ 1.02

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

VIP FundsManager 70% Portfolio

Service Class

Actual

$ 1,000.00

$ 1,075.90

$ 1.03

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

Service Class 2

Actual

$ 1,000.00

$ 1,075.00

$ 1.80

HypotheticalA

$ 1,000.00

$ 1,023.06

$ 1.76

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Investor Class

Actual

$ 1,000.00

$ 1,075.90

$ 1.03

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

VIP FundsManager 85% Portfolio

Service Class

Actual

$ 1,000.00

$ 1,088.40

$ 1.04

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

Service Class 2

Actual

$ 1,000.00

$ 1,087.40

$ 1.81

HypotheticalA

$ 1,000.00

$ 1,023.06

$ 1.76

Investor Class

Actual

$ 1,000.00

$ 1,088.40

$ 1.04

HypotheticalA

$ 1,000.00

$ 1,023.80

$ 1.00

A 5% return per year before expenses

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

Annualized
Expense Ratio

VIP FundsManager 20% Portfolio

Service Class

.20%

Service Class 2

.35%

Investor Class

.20%

VIP FundsManager 50% Portfolio

Service Class

.20%

Service Class 2

.35%

Investor Class

.20%

VIP FundsManager 70% Portfolio

Service Class

.20%

Service Class 2

.35%

Investor Class

.20%

VIP FundsManager 85% Portfolio

Service Class

.20%

Service Class 2

.35%

Investor Class

.20%

VIP FundsManager Portfolio

VIP FundsManager 20% Portfolio

Investment Summary

Fund Holdings as of June 30, 2007

% of fund's investments

Domestic Equity Funds

Fidelity Aggressive Growth Fund

0.6

Fidelity Contrafund

0.1

Fidelity Dividend Growth Fund

1.9

Fidelity Equity-Income Fund

4.0

Fidelity Growth Company Fund

1.4

Fidelity Large Cap Stock Fund

1.2

Fidelity Mid-Cap Stock Fund

0.1

Fidelity Real Estate Investment Portfolio

0.2

Fidelity Small Cap Growth Fund

1.2

Fidelity Small Cap Independence Fund

0.3

Fidelity Small Cap Stock Fund

0.1

Fidelity Value Fund

2.7

Fidelity Value Strategies Fund Retail Class

2.6

Spartan Extended Market Index Fund Investor Class

0.4

Spartan Total Market Index Fund Investor Class

0.5

VIP Growth Opportunities Portfolio Investor Class

1.1

18.4

International Equity Funds

Fidelity International Discovery Fund Retail Class

0.8

Fidelity International Real Estate Fund Retail Class

0.7

Spartan International Index Fund Investor Class

0.7

2.2

Fixed-Income Funds

Fidelity Capital & Income Fund

5.1

Fidelity Floating Rate High Income Fund Retail Class

5.0

Fidelity High Income Fund

1.8

Fidelity New Markets Income Fund

3.0

Fidelity U.S. Bond Index Fund

35.9

50.8

Money Market Funds

Fidelity Institutional Prime Money Market Portfolio Class I

28.6

100.0

Asset Allocation (% of fund's investments)

As of June 30, 2007

Domestic Equity Funds

18.4%

International Equity Funds

2.2%

Fixed Income Funds

50.8%

Money Market Funds

28.6%

As of December 31, 2006

Domestic Equity Funds

18.5%

International Equity Funds

2.3%

Fixed Income Funds

50.7%

Money Market Funds

28.5%

Semiannual Report

VIP FundsManager 20% Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 20.6%

Shares

Value

Domestic Equity Funds - 18.4%

Fidelity Aggressive Growth Fund

17,933

$ 395,593

Fidelity Contrafund

1,025

72,138

Fidelity Dividend Growth Fund

41,468

1,408,660

Fidelity Equity-Income Fund

45,914

2,857,228

Fidelity Growth Company Fund (a)

13,003

988,394

Fidelity Large Cap Stock Fund

45,512

881,558

Fidelity Mid-Cap Stock Fund

2,243

71,552

Fidelity Real Estate Investment Portfolio

4,959

165,737

Fidelity Small Cap Growth Fund (a)

53,040

892,125

Fidelity Small Cap Independence Fund

10,128

244,905

Fidelity Small Cap Stock Fund (a)

3,637

72,305

Fidelity Value Fund

22,100

1,984,814

Fidelity Value Strategies Fund Retail Class

51,271

1,875,491

Spartan Extended Market Index Fund Investor Class

7,760

321,341

Spartan Total Market Index Fund Investor Class

8,079

342,947

VIP Growth Opportunities Portfolio Investor Class (a)

37,242

759,366

TOTAL DOMESTIC EQUITY FUNDS

13,334,154

International Equity Funds - 2.2%

Fidelity International Discovery Fund Retail Class

12,793

542,828

Fidelity International Real Estate Fund Retail Class

31,266

508,692

Spartan International Index Fund Investor Class

11,110

541,622

TOTAL INTERNATIONAL EQUITY FUNDS

1,593,142

TOTAL EQUITY FUNDS

(Cost $14,422,828)

14,927,296

Fixed-Income Funds - 50.8%

Fixed-Income Funds - 50.8%

Fidelity Capital & Income Fund

406,970

3,711,566

Fidelity Floating Rate High Income Fund Retail Class

365,898

3,629,706

Fidelity High Income Fund

145,727

1,308,629

Fidelity New Markets Income Fund

147,358

2,145,526

Fidelity U.S. Bond Index Fund

2,426,245

25,985,080

TOTAL FIXED-INCOME FUNDS

(Cost $37,086,367)

36,780,507

Money Market Funds - 28.6%

Fidelity Institutional Prime Money Market Portfolio Class I
(Cost $20,698,786)

20,698,786

20,698,786

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $72,207,981)

$ 72,406,589

Legend

(a) Non-income producing

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

VIP FundsManager Portfolio

VIP FundsManager 20% Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $72,207,981) - See accompanying schedule

$ 72,406,589

Receivable for fund shares sold

400,436

Total assets

72,807,025

Liabilities

Payable for investments purchased

$ 400,453

Payable for fund shares redeemed

75

Accrued management fee

11,313

Distribution fees payable

14

Total liabilities

411,855

Net Assets

$ 72,395,170

Net Assets consist of:

Paid in capital

$ 70,823,811

Undistributed net investment income

909,646

Accumulated undistributed net realized gain (loss) on investments

463,105

Net unrealized appreciation (depreciation) on investments

198,608

Net Assets

$ 72,395,170

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Service Class:
Net Asset Value
, offering price and redemption price per share ($109,140 ÷ 10,237 shares)

$ 10.66

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($108,943 ÷ 10,227 shares)

$ 10.65

Investor Class:
Net Asset Value,
offering price and redemption price per share ($72,177,087 ÷ 6,773,141 shares)

$ 10.66

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, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 955,973

Interest

73

Total income

956,046

Expenses

Management fee

$ 57,860

Distribution fees

185

Independent trustees' compensation

58

Total expenses before reductions

58,103

Expense reductions

(11,703)

46,400

Net investment income (loss)

909,646

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

448,978

Capital gain distributions from underlying funds

33,170

482,148

Change in net unrealized appreciation (depreciation) on underlying funds

31,548

Net gain (loss)

513,696

Net increase (decrease) in net assets resulting from operations

$ 1,423,342

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

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

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 909,646

$ 327,696

Net realized gain (loss)

482,148

255,502

Change in net unrealized appreciation (depreciation)

31,548

167,060

Net increase (decrease) in net assets resulting from operations

1,423,342

750,258

Distributions to shareholders from net investment income

-

(329,928)

Distributions to shareholders from net realized gain

(157,716)

(114,596)

Total distributions

(157,716)

(444,524)

Share transactions - net increase (decrease)

46,874,087

23,949,723

Total increase (decrease) in net assets

48,139,713

24,255,457

Net Assets

Beginning of period

24,255,457

-

End of period (including undistributed net investment income of $909,646 and $0, respectively)

$ 72,395,170

$ 24,255,457

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

VIP FundsManager Portfolio

Financial Highlights - Service Class

Six months ended
June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.34

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.20

.33

Net realized and unrealized gain (loss)

.17

.20

Total from investment operations

.37

.53

Distributions from net investment income

-

(.14)

Distributions from net realized gain

(.05)

(.05)

Total distributions

(.05)

(.19)

Net asset value, end of period

$ 10.66

$ 10.34

Total Return B, C, D

3.59%

5.34%

Ratios to Average Net Assets F, H

Expenses before reductions

.35% A

.35%A

Expenses net of fee waivers, if any

.20%A

.20%A

Expenses net of all reductions

.20%A

.20%A

Net investment income (loss)

3.92%A

4.52%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 109

$ 105

Portfolio turnover rate

55%A

92%A

A Annualized BTotal returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.34

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.20

.32

Net realized and unrealized gain (loss)

.16

.20

Total from investment operations

.36

.52

Distributions from net investment income

-

(.13)

Distributions from net realized gain

(.05)

(.05)

Total distributions

(.05)

(.18)

Net asset value, end of period

$ 10.65

$ 10.34

Total Return B, C, D

3.49%

5.23%

Ratios to Average Net Assets F, H

Expenses before reductions

.50% A

.50% A

Expenses net of fee waivers, if any

.35% A

.35% A

Expenses net of all reductions

.35% A

.35% A

Net investment income (loss)

3.77% A

4.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 109

$ 105

Portfolio turnover rate

55% A

92% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.34

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.20

.33

Net realized and unrealized gain (loss)

.17

.20

Total from investment operations

.37

.53

Distributions from net investment income

-

(.14)

Distributions from net realized gain

(.05)

(.05)

Total distributions

(.05)

(.19)

Net asset value, end of period

$ 10.66

$ 10.34

Total Return B, C, D

3.59%

5.34%

Ratios to Average Net Assets F, H

Expenses before reductions

.25% A

.25% A

Expenses net of fee waivers, if any

.20% A

.20% A

Expenses net of all reductions

.20% A

.20% A

Net investment income (loss)

3.92% A

4.52% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 72,177

$ 24,045

Portfolio turnover rate

55% A

92% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

VIP FundsManager Portfolio

VIP FundsManager 50% Portfolio

Investment Summary

Fund Holdings as of June 30, 2007

% of fund's investments

Domestic Equity Funds

Fidelity Aggressive Growth Fund

0.3

Fidelity Contrafund

0.1

Fidelity Disciplined Equity Fund

1.1

Fidelity Dividend Growth Fund

6.9

Fidelity Equity-Income Fund

7.0

Fidelity Equity-Income II Fund

1.5

Fidelity Growth Company Fund

3.2

Fidelity Large Cap Stock Fund

4.6

Fidelity Mid-Cap Stock Fund

0.1

Fidelity Nasdaq Composite Index Fund

1.5

Fidelity Real Estate Investment Portfolio

0.7

Fidelity Small Cap Growth Fund

1.6

Fidelity Small Cap Independence Fund

0.8

Fidelity Small Cap Stock Fund

0.1

Fidelity Value Fund

5.8

Fidelity Value Strategies Fund Retail Class

4.9

Spartan Extended Market Index Fund Investor Class

0.1

Spartan Total Market Index Fund Investor Class

1.3

Spartan U.S. Equity Index Fund Investor Class

1.5

VIP Growth Opportunities Portfolio Investor Class

2.8

45.9

International Equity Funds

Fidelity International Discovery Fund Retail Class

2.0

Fidelity International Real Estate Fund Retail Class

1.2

Spartan International Index Fund Investor Class

2.5

5.7

Fixed-Income Funds

Fidelity Capital & Income Fund

5.2

Fidelity Floating Rate High Income Fund Retail Class

2.0

Fidelity High Income Fund

1.8

Fidelity New Markets Income Fund

2.0

Fidelity U.S. Bond Index Fund

28.6

39.6

Money Market Funds

Fidelity Institutional Prime Money Market Portfolio Class I

8.8

100.0

Asset Allocation (% of fund's investments)

As of June 30, 2007

Domestic Equity Funds

45.9%

International Equity Funds

5.7%

Fixed Income Funds

39.6%

Money Market Funds

8.8%

As of December 31, 2006

Domestic Equity Funds

46.1%

International Equity Funds

5.9%

Fixed Income Funds

39.3%

Money Market Funds

8.7%

Semiannual Report

VIP FundsManager 50% Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 51.6%

Shares

Value

Domestic Equity Funds - 45.9%

Fidelity Aggressive Growth Fund

42,554

$ 938,735

Fidelity Contrafund

3,862

271,837

Fidelity Disciplined Equity Fund

90,706

2,880,821

Fidelity Dividend Growth Fund

548,472

18,631,578

Fidelity Equity-Income Fund

303,528

18,888,558

Fidelity Equity-Income II Fund

160,940

4,026,723

Fidelity Growth Company Fund (a)

115,879

8,808,001

Fidelity Large Cap Stock Fund

643,892

12,472,186

Fidelity Mid-Cap Stock Fund

8,450

269,562

Fidelity Nasdaq Composite Index Fund

115,384

4,040,738

Fidelity Real Estate Investment Portfolio

55,938

1,869,444

Fidelity Small Cap Growth Fund (a)

257,860

4,337,200

Fidelity Small Cap Independence Fund

88,658

2,143,750

Fidelity Small Cap Stock Fund (a)

15,076

299,720

Fidelity Value Fund

176,117

15,817,086

Fidelity Value Strategies Fund Retail Class

363,548

13,298,592

Spartan Extended Market Index Fund Investor Class

4,547

188,301

Spartan Total Market Index Fund Investor Class

84,341

3,580,261

Spartan U.S. Equity Index Fund Investor Class

79,124

4,226,003

VIP Growth Opportunities Portfolio Investor Class (a)

375,916

7,664,923

TOTAL DOMESTIC EQUITY FUNDS

124,654,019

International Equity Funds - 5.7%

Fidelity International Discovery Fund Retail Class

129,178

5,481,043

Fidelity International Real Estate Fund Retail Class

195,959

3,188,253

Spartan International Index Fund Investor Class

138,402

6,747,101

TOTAL INTERNATIONAL EQUITY FUNDS

15,416,397

TOTAL EQUITY FUNDS

(Cost $132,859,594)

140,070,416

Fixed-Income Funds - 39.6%

Fixed-Income Funds - 39.6%

Fidelity Capital & Income Fund

1,533,618

13,986,593

Fidelity Floating Rate High Income Fund Retail Class

551,656

5,472,429

Fidelity High Income Fund

548,827

4,928,463

Fidelity New Markets Income Fund

370,073

5,388,261

Fidelity U.S. Bond Index Fund

7,258,047

77,733,687

TOTAL FIXED-INCOME FUNDS

(Cost $108,030,177)

107,509,433

Money Market Funds - 8.8%

Shares

Value

Fidelity Institutional Prime Money Market Portfolio Class I
(Cost $23,900,958)

23,900,958

$ 23,900,958

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $264,790,729)

$ 271,480,807

Legend

(a) Non-income producing

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

VIP FundsManager Portfolio

VIP FundsManager 50% Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $264,790,729) - See accompanying schedule

$ 271,480,807

Receivable for fund shares sold

1,272,726

Total assets

272,753,533

Liabilities

Payable for investments purchased

$ 1,273,192

Payable for fund shares redeemed

4

Accrued management fee

43,636

Distribution fees payable

14

Total liabilities

1,316,846

Net Assets

$ 271,436,687

Net Assets consist of:

Paid in capital

$ 257,994,186

Undistributed net investment income

2,492,126

Accumulated undistributed net realized gain (loss) on investments

4,260,297

Net unrealized appreciation (depreciation) on investments

6,690,078

Net Assets

$ 271,436,687

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Service Class:
Net Asset Value
, offering price and redemption price per share ($113,498 ÷ 10,346 shares)

$ 10.97

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($113,243 ÷ 10,336 shares)

$ 10.96

Investor Class:
Net Asset Value,
offering price and redemption price per share ($271,209,946 ÷ 24,726,761 shares)

$ 10.97

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, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 2,700,145

Interest

276

Total income

2,700,421

Expenses

Management fee

$ 259,826

Distribution fees

191

Independent trustees' compensation

284

Total expenses before reductions

260,301

Expense reductions

(52,006)

208,295

Net investment income (loss)

2,492,126

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

3,985,406

Capital gain distributions from underlying funds

366,394

4,351,800

Change in net unrealized appreciation (depreciation) on underlying funds

4,377,117

Net gain (loss)

8,728,917

Net increase (decrease) in net assets resulting from operations

$ 11,221,043

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

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

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 2,492,126

$ 1,609,708

Net realized gain (loss)

4,351,800

3,559,783

Change in net unrealized appreciation (depreciation)

4,377,117

2,312,961

Net increase (decrease) in net assets resulting from operations

11,221,043

7,482,452

Distributions to shareholders from net investment income

-

(1,627,619)

Distributions to shareholders from net realized gain

(2,422,668)

(1,210,707)

Total distributions

(2,422,668)

(2,838,326)

Share transactions - net increase (decrease)

118,679,738

139,314,448

Total increase (decrease) in net assets

127,478,113

143,958,574

Net Assets

Beginning of period

143,958,574

-

End of period (including undistributed net investment income of $2,492,126 and $0, respectively)

$ 271,436,687

$ 143,958,574

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

VIP FundsManager Portfolio

Financial Highlights - Service Class

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.52

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.13

.26

Net realized and unrealized gain (loss)

.47

.47

Total from investment operations

.60

.73

Distributions from net investment income

-

(.12)

Distributions from net realized gain

(.15)

(.09)

Total distributions

(.15)

(.21)

Net asset value, end of period

$ 10.97

$ 10.52

Total Return B, C, D

5.76%

7.31%

Ratios to Average Net Assets F, H

Expenses before reductions

.35% A

.35%A

Expenses net of fee waivers, if any

.20%A

.20%A

Expenses net of all reductions

.20%A

.20%A

Net investment income (loss)

2.40%A

3.48%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rate

80%A

103%A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.51

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.12

.24

Net realized and unrealized gain (loss)

.48

.47

Total from investment operations

.60

.71

Distributions from net investment income

-

(.11)

Distributions from net realized gain

(.15)

(.09)

Total distributions

(.15)

(.20)

Net asset value, end of period

$ 10.96

$ 10.51

Total Return B, C, D

5.76%

7.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.50% A

.50%A

Expenses net of fee waivers, if any

.35%A

.35%A

Expenses net of all reductions

.35%A

.35%A

Net investment income (loss)

2.25%A

3.34%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rate

80%A

103%A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.52

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.13

.26

Net realized and unrealized gain (loss)

.47

.47

Total from investment operations

.60

.73

Distributions from net investment income

-

(.12)

Distributions from net realized gain

(.15)

(.09)

Total distributions

(.15)

(.21)

Net asset value, end of period

$ 10.97

$ 10.52

Total Return B, C, D

5.76%

7.31%

Ratios to Average Net Assets F, H

Expenses before reductions

.25% A

.25%A

Expenses net of fee waivers, if any

.20%A

.20%A

Expenses net of all reductions

.20%A

.20%A

Net investment income (loss)

2.40%A

3.48%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 271,210

$ 143,744

Portfolio turnover rate

80%A

103%A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

VIP FundsManager Portfolio

VIP FundsManager 70% Portfolio

Investment Summary

Fund Holdings as of June 30, 2007

% of fund's investments

Domestic Equity Funds

Fidelity Aggressive Growth Fund

0.5

Fidelity Contrafund

0.1

Fidelity Disciplined Equity Fund

1.4

Fidelity Dividend Growth Fund

9.0

Fidelity Equity-Income Fund

9.0

Fidelity Equity-Income II Fund

3.1

Fidelity Growth Company Fund

4.0

Fidelity Large Cap Stock Fund

6.4

Fidelity Mid-Cap Stock Fund

0.1

Fidelity Nasdaq Composite Index Fund

2.5

Fidelity Real Estate Investment Portfolio

0.9

Fidelity Small Cap Growth Fund

1.1

Fidelity Small Cap Independence Fund

1.6

Fidelity Small Cap Stock Fund

0.1

Fidelity Value Fund

7.8

Fidelity Value Strategies Fund Retail Class

6.5

Spartan Total Market Index Fund Investor Class

1.4

Spartan U.S. Equity Index Fund Investor Class

3.0

VIP Growth Opportunities Portfolio Investor Class

2.8

61.3

International Equity Funds

Fidelity Emerging Markets Fund

2.1

Fidelity International Discovery Fund Retail Class

2.1

Fidelity International Real Estate Fund Retail Class

1.9

Spartan International Index Fund Investor Class

4.9

11.0

Fixed-Income Funds

Fidelity Capital & Income Fund

5.0

Fidelity Floating Rate High Income Fund Retail Class

2.0

Fidelity High Income Fund

1.0

Fidelity New Markets Income Fund

2.0

Fidelity U.S. Bond Index Fund

14.3

24.3

Money Market Funds

Fidelity Institutional Prime Money Market Portfolio Class I

3.4

100.0

Asset Allocation (% of fund's investments)

As of June 30, 2007

Domestic Equity Funds

61.3%

International Equity Funds

11.0%

Fixed Income Funds

24.3%

Money Market Funds

3.4%

As of December 31, 2006

Domestic Equity Funds

61.4%

International Equity Funds

11.2%

Fixed Income Funds

24.1%

Money Market Funds

3.3%

Semiannual Report

VIP FundsManager 70% Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 72.3%

Shares

Value

Domestic Equity Funds - 61.3%

Fidelity Aggressive Growth Fund

80,897

$ 1,784,584

Fidelity Contrafund

4,992

351,356

Fidelity Disciplined Equity Fund

157,382

4,998,449

Fidelity Dividend Growth Fund

927,371

31,502,790

Fidelity Equity-Income Fund

504,371

31,387,009

Fidelity Equity-Income II Fund

439,563

10,997,855

Fidelity Growth Company Fund (a)

185,846

14,126,160

Fidelity Large Cap Stock Fund

1,153,943

22,351,875

Fidelity Mid-Cap Stock Fund

10,922

348,413

Fidelity Nasdaq Composite Index Fund

245,882

8,610,798

Fidelity Real Estate Investment Portfolio

96,345

3,219,842

Fidelity Small Cap Growth Fund (a)

218,735

3,679,119

Fidelity Small Cap Independence Fund

237,897

5,752,353

Fidelity Small Cap Stock Fund (a)

17,717

352,218

Fidelity Value Fund

305,425

27,430,259

Fidelity Value Strategies Fund Retail Class

617,951

22,604,645

Spartan Total Market Index Fund Investor Class

113,923

4,836,025

Spartan U.S. Equity Index Fund Investor Class

197,359

10,540,919

VIP Growth Opportunities Portfolio Investor Class (a)

484,148

9,871,776

TOTAL DOMESTIC EQUITY FUNDS

214,746,445

International Equity Funds - 11.0%

Fidelity Emerging Markets Fund

247,587

7,234,492

Fidelity International Discovery Fund Retail Class

169,486

7,191,286

Fidelity International Real Estate Fund Retail Class

405,176

6,592,219

Fidelity International Small Cap Opportunities Fund Retail Class (a)

7,872

140,986

Spartan International Index Fund Investor Class

354,943

17,303,493

TOTAL INTERNATIONAL EQUITY FUNDS

38,462,476

TOTAL EQUITY FUNDS

(Cost $239,706,781)

253,208,921

Fixed-Income Funds - 24.3%

Fixed-Income Funds - 24.3%

Fidelity Capital & Income Fund

1,917,166

17,484,556

Fidelity Floating Rate High Income Fund Retail Class

713,185

7,074,799

Fidelity High Income Fund

387,886

3,483,214

Fidelity New Markets Income Fund

478,405

6,965,579

Fidelity U.S. Bond Index Fund

4,673,490

50,053,077

TOTAL FIXED-INCOME FUNDS

(Cost $85,441,888)

85,061,225

Money Market Funds - 3.4%

Shares

Value

Fidelity Institutional Prime Money Market Portfolio Class I
(Cost $11,720,601)

11,720,601

$ 11,720,601

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $336,869,270)

$ 349,990,747

Legend

(a) Non-income producing

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

VIP FundsManager Portfolio

VIP FundsManager 70% Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $336,869,270) - See accompanying schedule

$ 349,990,747

Receivable for fund shares sold

828,894

Total assets

350,819,641

Liabilities

Payable for investments purchased

$ 828,545

Payable for fund shares redeemed

523

Accrued management fee

56,625

Distribution fees payable

15

Total liabilities

885,708

Net Assets

$ 349,933,933

Net Assets consist of:

Paid in capital

$ 326,781,917

Undistributed net investment income

1,890,814

Accumulated undistributed net realized gain (loss) on investments

8,139,725

Net unrealized appreciation (depreciation) on investments

13,121,477

Net Assets

$ 349,933,933

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Service Class:
Net Asset Value
, offering price and redemption price per share ($116,797 ÷ 10,346 shares)

$ 11.29

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($116,586 ÷ 10,336 shares)

$ 11.28

Investor Class:
Net Asset Value,
offering price and redemption price per share ($349,700,550 ÷ 30,983,512 shares)

$ 11.29

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

Semiannual Report

VIP FundsManager 70% Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 2,153,849

Interest

353

Total income

2,154,202

Expenses

Management fee

$ 328,594

Distribution fees

195

Independent trustees' compensation

354

Total expenses before reductions

329,143

Expense reductions

(65,755)

263,388

Net investment income (loss)

1,890,814

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

7,619,076

Capital gain distributions from underlying funds

600,251

8,219,327

Change in net unrealized appreciation (depreciation) on underlying funds

8,635,259

Net gain (loss)

16,854,586

Net increase (decrease) in net assets resulting from operations

$ 18,745,400

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

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

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,890,814

$ 1,553,731

Net realized gain (loss)

8,219,327

4,862,432

Change in net unrealized appreciation (depreciation)

8,635,259

4,486,218

Net increase (decrease) in net assets resulting from operations

18,745,400

10,902,381

Distributions to shareholders from net investment income

-

(1,730,930)

Distributions to shareholders from net realized gain

(2,968,473)

(1,796,362)

Total distributions

(2,968,473)

(3,527,292)

Share transactions - net increase (decrease)

155,962,038

170,819,879

Total increase (decrease) in net assets

171,738,965

178,194,968

Net Assets

Beginning of period

178,194,968

-

End of period (including undistributed net investment income of $1,890,814 and $0, respectively)

$ 349,933,933

$ 178,194,968

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

VIP FundsManager Portfolio

Financial Highlights - Service Class

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.64

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.08

.21

Net realized and unrealized gain (loss)

.72

.65

Total from investment operations

.80

.86

Distributions from net investment income

-

(.11)

Distributions from net realized gain

(.15)

(.11)

Total distributions

(.15)

(.22)

Net asset value, end of period

$ 11.29

$ 10.64

Total Return B, C, D

7.59%

8.56%

Ratios to Average Net Assets F, H

Expenses before reductions

.35% A

.35% A

Expenses net of fee waivers, if any

.20% A

.20% A

Expenses net of all reductions

.20% A

.20% A

Net investment income (loss)

1.44% A

2.87% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 117

$ 109

Portfolio turnover rate

103% A

106% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.64

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.07

.20

Net realized and unrealized gain (loss)

.72

.65

Total from investment operations

.79

.85

Distributions from net investment income

-

(.10)

Distributions from net realized gain

(.15)

(.11)

Total distributions

(.15)

(.21)

Net asset value, end of period

$ 11.28

$ 10.64

Total Return B, C, D

7.50%

8.45%

Ratios to Average Net Assets F, H

Expenses before reductions

.50% A

.50% A

Expenses net of fee waivers, if any

.35% A

.35% A

Expenses net of all reductions

.35% A

.35% A

Net investment income (loss)

1.29% A

2.72% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 117

$ 108

Portfolio turnover rate

103% A

106% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.64

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.08

.21

Net realized and unrealized gain (loss)

.72

.65

Total from investment operations

.80

.86

Distributions from net investment income

-

(.11)

Distributions from net realized gain

(.15)

(.11)

Total distributions

(.15)

(.22)

Net asset value, end of period

$ 11.29

$ 10.64

Total Return B, C, D

7.59%

8.56%

Ratios to Average Net Assets F, H

Expenses before reductions

.25% A

.25% A

Expenses net of fee waivers, if any

.20% A

.20% A

Expenses net of all reductions

.20% A

.20% A

Net investment income (loss)

1.44% A

2.86% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 349,701

$ 177,978

Portfolio turnover rate

103% A

106% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

VIP FundsManager Portfolio

VIP FundsManager 85% Portfolio

Investment Summary

Fund Holdings as of June 30, 2007

% of fund's investments

Domestic Equity Funds

Fidelity Aggressive Growth Fund

0.5

Fidelity Contrafund

0.1

Fidelity Disciplined Equity Fund

2.1

Fidelity Dividend Growth Fund

10.0

Fidelity Equity-Income Fund

10.0

Fidelity Equity-Income II Fund

4.6

Fidelity Growth Company Fund

4.0

Fidelity Large Cap Stock Fund

7.9

Fidelity Mid-Cap Stock Fund

0.1

Fidelity Nasdaq Composite Index Fund

3.5

Fidelity Real Estate Investment Portfolio

0.9

Fidelity Small Cap Growth Fund

0.6

Fidelity Small Cap Independence Fund

2.1

Fidelity Small Cap Stock Fund

0.1

Fidelity Value Fund

9.2

Fidelity Value Strategies Fund Retail Class

7.7

Spartan Total Market Index Fund Investor Class

1.7

Spartan U.S. Equity Index Fund Investor Class

4.0

VIP Growth Opportunities Portfolio Investor Class

2.8

71.9

International Equity Funds

Fidelity Emerging Markets Fund

2.1

Fidelity International Discovery Fund Retail Class

6.0

Fidelity International Real Estate Fund Retail Class

1.9

Fidelity International Small Cap Opportunities Fund Retail Class

0.1

Spartan International Index Fund Investor Class

5.9

16.0

Fixed-Income Funds

Fidelity Capital & Income Fund

2.9

Fidelity High Income Fund

0.1

Fidelity New Markets Income Fund

2.0

Fidelity U.S. Bond Index Fund

7.1

12.1

100.0

Asset Allocation (% of fund's investments)

As of June 30, 2007

Domestic Equity Funds

71.9%

International Equity Funds

16.0%

Fixed Income Funds

12.1%

As of December 31, 2006

Domestic Equity Funds

71.7%

International Equity Funds

16.3%

Fixed Income Funds

12.0%

Semiannual Report

VIP FundsManager 85% Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 87.9%

Shares

Value

Domestic Equity Funds - 71.9%

Fidelity Aggressive Growth Fund

29,105

$ 642,063

Fidelity Contrafund

2,042

143,689

Fidelity Disciplined Equity Fund

92,797

2,947,236

Fidelity Dividend Growth Fund

422,708

14,359,399

Fidelity Equity-Income Fund

229,220

14,264,373

Fidelity Equity-Income II Fund

262,058

6,556,685

Fidelity Growth Company Fund (a)

75,055

5,704,921

Fidelity Large Cap Stock Fund

586,308

11,356,788

Fidelity Mid Cap Value Fund

772

14,043

Fidelity Mid-Cap Stock Fund

4,467

142,482

Fidelity Nasdaq Composite Index Fund

143,409

5,022,177

Fidelity Real Estate Investment Portfolio

39,445

1,318,240

Fidelity Small Cap Growth Fund (a)

50,258

845,336

Fidelity Small Cap Independence Fund

125,155

3,026,237

Fidelity Small Cap Stock Fund (a)

7,245

144,025

Fidelity Value Fund

146,612

13,167,223

Fidelity Value Strategies Fund Retail Class

301,250

11,019,733

Spartan Total Market Index Fund Investor Class

56,318

2,390,709

Spartan U.S. Equity Index Fund Investor Class

105,769

5,649,123

VIP Growth Opportunities Portfolio Investor Class (a)

195,900

3,994,409

TOTAL DOMESTIC EQUITY FUNDS

102,708,891

International Equity Funds - 16.0%

Fidelity Emerging Markets Fund

101,176

2,956,375

Fidelity International Discovery Fund Retail Class

201,408

8,545,731

Fidelity International Real Estate Fund Retail Class

165,737

2,696,544

Fidelity International Small Cap Opportunities Fund Retail Class (a)

7,239

129,643

Fidelity Overseas Fund

1,426

72,305

Spartan International Index Fund Investor Class

174,916

8,527,174

TOTAL INTERNATIONAL EQUITY FUNDS

22,927,772

TOTAL EQUITY FUNDS

(Cost $118,567,052)

125,636,663

Fixed-Income Funds - 12.1%

Fixed-Income Funds - 12.1%

Fidelity Capital & Income Fund

459,471

4,190,373

Fidelity High Income Fund

11,176

100,357

Shares

Value

Fidelity New Markets Income Fund

195,662

$ 2,848,843

Fidelity U.S. Bond Index Fund

946,936

10,141,680

TOTAL FIXED-INCOME FUNDS

(Cost $17,403,358)

17,281,253

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $135,970,410)

$ 142,917,916

Legend

(a) Non-income producing

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

VIP FundsManager Portfolio

VIP FundsManager 85% Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (cost $135,970,410) - See accompanying schedule

$ 142,917,916

Cash

1

Receivable for fund shares sold

973,515

Total assets

143,891,432

Liabilities

Payable for investments purchased

$ 973,313

Payable for fund shares redeemed

242

Accrued management fee

22,922

Distribution fees payable

15

Total liabilities

996,492

Net Assets

$ 142,894,940

Net Assets consist of:

Paid in capital

$ 132,010,180

Undistributed net investment income

354,085

Accumulated undistributed net realized gain (loss) on investments

3,583,169

Net unrealized appreciation (depreciation) on investments

6,947,506

Net Assets

$ 142,894,940

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Service Class:
Net Asset Value
, offering price and redemption price per share ($118,724 ÷ 10,371 shares)

$ 11.45

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($118,510 ÷ 10,361 shares)

$ 11.44

Investor Class:
Net Asset Value,
offering price and redemption price per share ($142,657,706 ÷ 12,456,119 shares)

$ 11.45

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

Semiannual Report

VIP FundsManager 85% Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 460,970

Interest

408

Total income

461,378

Expenses

Management fee

$ 133,813

Distribution fees

197

Independent trustees' compensation

144

Total expenses before reductions

134,154

Expense reductions

(26,861)

107,293

Net investment income (loss)

354,085

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

3,353,465

Capital gain distributions from underlying funds

295,550

3,649,015

Change in net unrealized appreciation (depreciation) on underlying funds

4,888,011

Net gain (loss)

8,537,026

Net increase (decrease) in net assets resulting from operations

$ 8,891,111

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

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

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 354,085

$ 524,191

Net realized gain (loss)

3,649,015

2,296,173

Change in net unrealized appreciation (depreciation)

4,888,011

2,059,495

Net increase (decrease) in net assets resulting from operations

8,891,111

4,879,859

Distributions to shareholders from net investment income

-

(528,972)

Distributions to shareholders from net realized gain

(1,634,533)

(727,487)

Total distributions

(1,634,533)

(1,256,459)

Share transactions - net increase (decrease)

63,324,836

68,690,126

Total increase (decrease) in net assets

70,581,414

72,313,526

Net Assets

Beginning of period

72,313,526

-

End of period (including undistributed net investment income of $354,085 and $0, respectively)

$ 142,894,940

$ 72,313,526

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

VIP FundsManager Portfolio

Financial Highlights - Service Class

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.72

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.17

Net realized and unrealized gain (loss)

.90

.74

Total from investment operations

.94

.91

Distributions from net investment income

-

(.08)

Distributions from net realized gain

(.21)

(.11)

Total distributions

(.21)

(.19)

Net asset value, end of period

$ 11.45

$ 10.72

Total Return B, C, D

8.84%

9.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.35% A

.35% A

Expenses net of fee waivers, if any

.20% A

.20% A

Expenses net of all reductions

.20% A

.20% A

Net investment income (loss)

.66% A

2.33% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 119

$ 109

Portfolio turnover rate

113% A

111% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.72

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.03

.16

Net realized and unrealized gain (loss)

.90

.74

Total from investment operations

.93

.90

Distributions from net investment income

-

(.07)

Distributions from net realized gain

(.21)

(.11)

Total distributions

(.21)

(.18)

Net asset value, end of period

$ 11.44

$ 10.72

Total Return B, C, D

8.74%

8.99%

Ratios to Average Net Assets F, H

Expenses before reductions

.50% A

.50% A

Expenses net of fee waivers, if any

.35% A

.35% A

Expenses net of all reductions

.35% A

.35% A

Net investment income (loss)

.51% A

2.17% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 119

$ 109

Portfolio turnover rate

113% A

111% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended June 30, 2007

Year ended
December 31,

(Unaudited)

2006 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.72

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.04

.17

Net realized and unrealized gain (loss)

.90

.74

Total from investment operations

.94

.91

Distributions from net investment income

-

(.08)

Distributions from net realized gain

(.21)

(.11)

Total distributions

(.21)

(.19)

Net asset value, end of period

$ 11.45

$ 10.72

Total Return B, C, D

8.84%

9.09%

Ratios to Average Net Assets F, H

Expenses before reductions

.25% A

.25% A

Expenses net of fee waivers, if any

.20% A

.20% A

Expenses net of all reductions

.20% A

.20% A

Net investment income (loss)

.66% A

2.32% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 142,658

$ 72,095

Portfolio turnover rate

113% A

111% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period April 13, 2006 (commencement of operations) to December 31, 2006. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

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

VIP FundsManager Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP FundsManager 20% Portfolio, VIP FundsManager 50% Portfolio, VIP FundsManager 70% Portfolio, and VIP FundsManager 85% Portfolio (the Funds) are funds of Variable Insurance Products V (the trust) (formerly of Variable Insurance Products IV) (referred to in this report as Fidelity Variable Insurance Products). Effective, April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Funds reorganized into Variable Insurance Products V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Funds' investment strategies or Fidelity Management & Research Company's (FMR) management of the Funds. 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 Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP and Fidelity retail equity, fixed income, and money market funds (the Underlying Funds) managed by FMR and its affiliates. 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: Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Investments in the Underlying Funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost, which approximates value.

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. Each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. Each Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, if applicable remains subject to examination by the Internal Revenue Service.

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

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

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

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 investments and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

Cost for
Federal Income
Tax Purposes

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)

VIP FundsManager 20% Portfolio

$ 72,212,602

$ 687,542

$ (493,555)

$ 193,987

VIP FundsManager 50% Portfolio

264,796,607

8,229,603

(1,545,403)

6,684,200

VIP FundsManager 70% Portfolio

336,874,414

15,024,238

(1,907,905)

13,116,333

VIP FundsManager 85% Portfolio

135,972,604

7,618,521

(673,209)

6,945,312

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements
(SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Funds' financial statement disclosures.

3. Operating Policies.

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

4. Purchases and Sales of Investments.

Purchases and redemptions of the underlying fund shares are noted in the table below.

Purchases ($)

Redemptions ($)

VIP FundsManager 20% Portfolio

60,503,219

12,842,781

VIP FundsManager 50% Portfolio

201,536,060

82,425,856

VIP FundsManager 70% Portfolio

290,360,819

134,893,470

VIP FundsManager 85% Portfolio

122,403,261

60,066,842

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers, Inc. (Strategic Advisers), an affiliate of FMR, provides the funds with investment management related services. For these services each fund pays a monthly management fee to Strategic Advisers. The management fee is based on an annual rate of .25% of each fund's average net assets. The management fee is reduced by an amount equal to the fees and expenses paid by the fund to the independent Trustees.

Strategic Advisers has contractually agreed to waive 0.05% of its management fee, thereby limiting each fund's management fee to an annual rate of 0.20% of average net assets, until July 31, 2008.

Other Transactions. Strategic Advisers has entered into an administration agreement with FMR under which FMR provides management and administrative services (other than investment advisory services) necessary for the operation of each Fund. Pursuant to this agreement, FMR pays all expenses of each Fund, excluding the distribution and service fees, the compensation of the independent Trustees and certain other expenses such as interest expense. FMR also contracts with other Fidelity companies to perform the services necessary for the operation of each Fund.

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

VIP FundsManager Portfolio

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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

Service
Class

Service
Class 2

Total

VIP FundsManager 20% Portfolio

$ 53

$ 132

$ 185

VIP FundsManager 50% Portfolio

55

136

191

VIP FundsManager 70% Portfolio

56

139

195

VIP FundsManager 85% Portfolio

57

140

197

6. Expense Reductions.

Strategic Advisers contractually agreed to limit each funds' management fee to an annual rate of 0.20% of each funds' average net assets until July 31, 2008. For the period, each fund's management fees were reduced by the following amounts:

Management
Fee Waiver

VIP FundsManager 20% Portfolio

$ 11,598

VIP FundsManager 50% Portfolio

$ 51,899

VIP FundsManager 70% Portfolio

$ 65,646

VIP FundsManager 85% Portfolio

$ 26,734

In addition, FMR has contractually agreed to reimburse 0.10% of class-level expenses for each fund's Service class and Service Class 2. During the period, this reimbursement reduced each fund's Service class and Service class 2's expenses by the following amounts:

Reimbursement

VIP FundsManager 20% Portfolio

Service Class

$ 53

Service Class 2

52

VIP FundsManager 50% Portfolio

Service Class

55

Service Class 2

52

VIP FundsManager 70% Portfolio

Service Class

56

Service Class 2

53

VIP FundsManager 85% Portfolio

Service Class

57

Service Class 2

54

In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce each applicable Fund's management fee. During the period, these credits reduced management fee by the following amounts:

VIP FundsManager 85% Portfolio

16

7. Other.

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

The Funds do not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Funds within their principal investment strategies may represent a significant portion of the Underlying Funds' net assets. At the end of the period, FMR or its affiliates were owners of record of all of the outstanding shares of the Funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006
A

VIP FundsManager 20% Portfolio

From net investment income

Service Class

$ -

$ 1,440

Service Class 2

-

1,330

Investor Class

-

327,158

Total

$ -

$ 329,928

From net realized gain

Service Class

$ 509

$ 500

Service Class 2

509

500

Investor Class

156,698

113,596

Total

$ 157,716

$ 114,596

VIP FundsManager 50% Portfolio

From net investment income

Service Class

$ -

$ 1,210

Service Class 2

-

1,100

Investor Class

-

1,625,309

Total

$ -

$ 1,627,619

From net realized gain

Service Class

$ 1,530

$ 900

Service Class 2

1,529

900

Investor Class

2,419,609

1,208,907

Total

$ 2,422,668

$ 1,210,707

VIP FundsManager 70% Portfolio

From net investment income

Service Class

$ -

$ 1,060

Service Class 2

-

950

Investor Class

-

1,728,920

Total

$ -

$ 1,730,930

From net realized gain

Service Class

$ 1,531

$ 1,100

Service Class 2

1,529

1,100

Investor Class

2,965,413

1,794,162

Total

$ 2,968,473

$ 1,796,362

VIP FundsManager 85% Portfolio

From net investment income

Service Class

$ -

$ 800

Service Class 2

-

690

Investor Class

-

527,482

Total

$ -

$ 528,972

From net realized gain

Service Class

$ 2,086

$ 1,100

Service Class 2

2,084

1,100

Investor Class

1,630,363

725,287

Total

$ 1,634,533

$ 727,487

A Distributions for Service Class, Service Class 2 and Investor Class are for the period April 13, 2006 (commencement of operations) to December 31, 2006.

VIP FundsManager Portfolio

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30
2007

Year ended
December 31,
2006
A

Six months ended June 30,
2007

Year ended
December 31,
2006
A

VIP FundsManager 20% Portfolio

Service Class

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

49

187

509

1,940

Net increase (decrease)

49

10,188

$ 509

$ 101,950

Service Class 2

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

49

177

509

1,830

Net increase (decrease)

49

10,178

$ 509

$ 101,840

Investor Class

Shares sold

4,581,635

2,582,277

$ 48,287,868

$ 26,408,816

Reinvestment of distributions

15,067

42,585

156,698

440,754

Shares redeemed

(149,215)

(299,208)

(1,571,497)

(3,103,637)

Net increase (decrease)

4,447,487

2,325,654

$ 46,873,069

$ 23,745,933

VIP FundsManager 50% Portfolio

Service Class

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

145

200

1,530

2,110

Net increase (decrease)

145

10,201

$ 1,530

$ 102,120

Service Class 2

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

145

190

1,529

2,000

Net increase (decrease)

145

10,191

$ 1,529

$ 102,010

Investor Class

Shares sold

11,061,685

13,626,238

$ 118,776,428

$ 138,574,548

Reinvestment of distributions

229,347

268,901

2,419,609

2,834,216

Shares redeemed

(234,178)

(225,232)

(2,519,358)

(2,298,446)

Net increase (decrease)

11,056,854

13,669,907

$ 118,676,679

$ 139,110,318

VIP FundsManager 70% Portfolio

Service Class

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

142

203

1,531

2,160

Net increase (decrease)

142

10,204

$ 1,531

$ 102,170

Service Class 2

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

143

192

1,529

2,050

Net increase (decrease)

143

10,193

$ 1,529

$ 102,060

Investor Class

Shares sold

14,273,728

16,535,121

$ 156,302,853

$ 168,412,347

Reinvestment of distributions

276,625

330,495

2,965,413

3,523,081

Shares redeemed

(299,970)

(132,487)

(3,309,288)

(1,319,779)

Net increase (decrease)

14,250,383

16,733,129

$ 155,958,978

$ 170,615,649

VIP FundsManager 85% Portfolio

Service Class

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

193

177

2,086

1,900

Net increase (decrease)

193

10,178

$ 2,086

$ 101,910

Service Class 2

Shares sold

-

10,001

$ -

$ 100,010

Reinvestment of distributions

193

167

2,084

1,790

Net increase (decrease)

193

10,168

$ 2,084

$ 101,800

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30
2007

Year ended
December 31,
2006
A

Six months ended June 30,
2007

Year ended
December 31,
2006
A

VIP FundsManager 85% Portfolio

Investor Class

Shares sold

5,908,508

6,665,215

$ 65,303,824

$ 67,823,047

Reinvestment of distributions

151,099

116,537

1,630,363

1,252,769

Shares redeemed

(326,466)

(58,774)

(3,613,521)

(589,400)

Net increase (decrease)

5,733,141

6,722,978

$ 63,320,666

$ 68,486,416

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

VIP FundsManager Portfolio

Board Approval of Investment Advisory Contracts and Management Fees

VIP FundsManager 20% Portfolio / VIP FundsManager 50% Portfolio / VIP FundsManager 70% Portfolio / VIP FundsManager 85% Portfolio

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contracts and administration agreements (together, the Advisory Contracts) for the funds in connection with reorganizing the funds from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under each fund's Advisory Contracts are identical to those in each fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of each fund's assets; (ii) the nature or level of services provided under each fund's Advisory Contracts; or (iii) the day-to-day management of each fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the funds during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider each fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of each fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to each fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of each fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing each fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that each fund's Advisory Contracts are fair and reasonable, and that each fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the funds from one Trust to another.

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPFM-SANN-0807
1.833444.101

Fidelity® Variable Insurance Products:

Investor Freedom Funds -

Income, 2005, 2010, 2015, 2020, 2025, 2030

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investor Freedom Income Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Investor Freedom 2005 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Investor Freedom 2010 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Investor Freedom 2015 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Investor Freedom 2020 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Investor Freedom 2025 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Investor Freedom 2030 Portfolio

<Click Here>

Investment Changes

<Click Here>

Investments

<Click Here>

Financial Statements

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Investor Freedom Portfolios

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, 2007 to June 30, 2007).

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.

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

VIP Investor Freedom Income

Actual

$ 1,000.00

$ 1,034.10

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

VIP Investor Freedom 2005

Actual

$ 1,000.00

$ 1,059.80

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

VIP Investor Freedom 2010

Actual

$ 1,000.00

$ 1,060.60

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

VIP Investor Freedom 2015

Actual

$ 1,000.00

$ 1,067.50

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

VIP Investor Freedom 2020

Actual

$ 1,000.00

$ 1,078.80

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

VIP Investor Freedom 2025

Actual

$ 1,000.00

$ 1,080.90

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

VIP Investor Freedom 2030

Actual

$ 1,000.00

$ 1,092.60

$ .00

HypotheticalA

$ 1,000.00

$ 1,024.79

$ .00

A 5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio of .00%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

VIP Investor Freedom Income Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

3.2

3.2

VIP Equity-Income Portfolio Investor Class

3.6

3.8

VIP Growth & Income Portfolio Investor Class

3.6

3.8

VIP Growth Portfolio Investor Class

3.7

3.7

VIP Mid Cap Portfolio Investor Class

1.3

1.3

VIP Value Portfolio Investor Class

3.1

3.2

VIP Value Strategies Portfolio Investor Class

1.3

1.4

19.8

20.4

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

4.9

5.1

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

34.9

34.6

Short-Term Funds

VIP Money Market Portfolio Investor Class

40.4

39.9

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

19.8%

Investment Grade Fixed-Income Funds

34.9%

High Yield Fixed-Income Funds

4.9%

Short-Term Funds

40.4%

Six months ago

Domestic Equity Funds

20.4%

Investment Grade Fixed-Income Funds

34.6%

High Yield Fixed-Income Funds

5.1%

Short-Term Funds

39.9%

The six months ago allocation is based on the fund's holdings as of December 31, 2006. The current allocation is based on the fund's holdings as of June 30, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 19.8%

Shares

Value

Domestic Equity Funds - 19.8%

VIP Contrafund Portfolio Investor Class

13,593

$ 459,159

VIP Equity-Income Portfolio Investor Class

18,649

528,710

VIP Growth & Income Portfolio Investor Class

32,103

530,336

VIP Growth Portfolio Investor Class

13,551

542,053

VIP Mid Cap Portfolio Investor Class

5,448

191,840

VIP Value Portfolio Investor Class

30,538

452,268

VIP Value Strategies Portfolio Investor Class

13,707

188,744

TOTAL EQUITY FUNDS

(Cost $2,587,505)

2,893,110

Fixed-Income Funds - 39.8%

High Yield Fixed-Income Funds - 4.9%

VIP High Income Portfolio Investor Class

110,493

720,412

Investment Grade Fixed-Income Funds - 34.9%

VIP Investment Grade Bond Portfolio Investor Class

415,346

5,100,445

TOTAL FIXED-INCOME FUNDS

(Cost $5,827,460)

5,820,857

Short-Term Funds - 40.4%

VIP Money Market Portfolio Investor Class
(Cost $5,898,748)

5,898,748

5,898,748

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $14,313,713)

$ 14,612,715

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

Semiannual Report

VIP Investor Freedom Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $14,313,713) - See accompanying schedule

$ 14,612,715

Cash

41

Receivable for investments sold

99

Dividends receivable from underlying funds

799

Total assets

14,613,654

Liabilities

Payable for fund shares redeemed

98

Net Assets

$ 14,613,556

Net Assets consist of:

Paid in capital

$ 13,959,594

Undistributed net investment income

304,427

Accumulated undistributed net realized gain (loss) on investments

50,533

Net unrealized appreciation (depreciation) on investments

299,002

Net Assets, for 1,347,269 shares outstanding

$ 14,613,556

Net Asset Value, offering price and redemption price per share ($14,613,556 ÷ 1,347,269 shares)

$ 10.85

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 306,896

Interest

16

Total income

306,912

Expenses

Independent trustees' compensation

$ 19

Total expenses before reductions

19

Expense reductions

(19)

0

Net investment income (loss)

306,912

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(29,847)

Capital gain distributions from underlying funds

84,503

54,656

Change in net unrealized appreciation (depreciation) on underlying funds

47,096

Net gain (loss)

101,752

Net increase (decrease) in net assets resulting from operations

$ 408,664

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 306,912

$ 258,208

Net realized gain (loss)

54,656

56,826

Change in net unrealized appreciation (depreciation)

47,096

232,797

Net increase (decrease) in net assets resulting from operations

408,664

547,831

Distributions to shareholders from net investment income

(260,295)

(18,224)

Distributions to shareholders from net realized gain

(60,920)

-

Total distributions

(321,215)

(18,224)

Share transactions
Proceeds from sales of shares

6,110,783

10,394,809

Reinvestment of distributions

321,215

18,224

Cost of shares redeemed

(3,082,783)

(2,701,539)

Net increase (decrease) in net assets resulting from share transactions

3,349,215

7,711,494

Total increase (decrease) in net assets

3,436,664

8,241,101

Net Assets

Beginning of period

11,176,892

2,935,791

End of period (including undistributed net investment income of $304,427 and undistributed net investment income of $257,810, respectively)

$ 14,613,556

$ 11,176,892

Other Information

Shares

Sold

567,952

1,005,357

Issued in reinvestment of distributions

30,332

1,794

Redeemed

(288,003)

(259,623)

Net increase (decrease)

310,281

747,528

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.78

$ 10.14

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.26

.35

.16

Net realized and unrealized gain (loss)

.10

.34

(.02) G

Total from investment operations

.36

.69

.14

Distributions from net investment income

(.24)

(.05)

-

Distributions from net realized gain

(.06)

-

-

Total distributions

(.29) J

(.05)

-

Net asset value, end of period

$ 10.85

$ 10.78

$ 10.14

Total Return B, C, D

3.41%

6.83%

1.40%

Ratios to Average Net Assets F, I

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

4.75% A

3.39%

4.04% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,614

$ 11,177

$ 2,936

Portfolio turnover rate

50% A

40%

1%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund. H For the period August 3, 2005 (commencement of operations) to December 31, 2005. I Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests. J Total distributions of $.29 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.055 per share.

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

Semiannual Report

VIP Investor Freedom 2005 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

6.2

6.3

VIP Equity-Income Portfolio Investor Class

7.2

7.4

VIP Growth & Income Portfolio Investor Class

7.2

7.4

VIP Growth Portfolio Investor Class

7.3

7.2

VIP Mid Cap Portfolio Investor Class

2.6

2.6

VIP Value Portfolio Investor Class

6.1

6.3

VIP Value Strategies Portfolio Investor Class

2.6

2.7

39.2

39.9

International Equity Funds

VIP Overseas Portfolio Investor Class R

9.4

10.0

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

4.9

5.1

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

34.6

34.0

Short-Term Funds

VIP Money Market Portfolio Investor Class

11.9

11.0

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

39.2%

International Equity Funds

9.4%

Investment Grade Fixed-Income Funds

34.6%

High Yield Fixed-Income Funds

4.9%

Short-Term Funds

11.9%

Six months ago

Domestic Equity Funds

39.9%

International Equity Funds

10.0%

Investment Grade Fixed-Income Funds

34.0%

High Yield Fixed-Income Funds

5.1%

Short-Term Funds

11.0%

Expected

Domestic Equity Funds

39.1%

International Equity Funds

9.1%

Investment Grade Fixed-Income Funds

34.2%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

12.6%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom 2005 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 48.6%

Shares

Value

Domestic Equity Funds - 39.2%

VIP Contrafund Portfolio Investor Class

12,341

$ 416,889

VIP Equity-Income Portfolio Investor Class

16,950

480,537

VIP Growth & Income Portfolio Investor Class

29,176

481,991

VIP Growth Portfolio Investor Class

12,315

492,586

VIP Mid Cap Portfolio Investor Class

4,950

174,300

VIP Value Portfolio Investor Class

27,732

410,713

VIP Value Strategies Portfolio Investor Class

12,457

171,529

TOTAL DOMESTIC EQUITY FUNDS

2,628,545

International Equity Funds - 9.4%

VIP Overseas Portfolio Investor Class R

25,357

628,085

TOTAL EQUITY FUNDS

(Cost $2,886,631)

3,256,630

Fixed-Income Funds - 39.5%

High Yield Fixed-Income Funds - 4.9%

VIP High Income Portfolio Investor Class

50,931

332,068

Investment Grade Fixed-Income Funds - 34.6%

VIP Investment Grade Bond Portfolio Investor Class

188,562

2,315,535

TOTAL FIXED-INCOME FUNDS

(Cost $2,646,313)

2,647,603

Short-Term Funds - 11.9%

VIP Money Market Portfolio Investor Class
(Cost $796,125)

796,125

796,125

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $6,329,069)

$ 6,700,358

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

Semiannual Report

VIP Investor Freedom 2005 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $6,329,069) - See accompanying schedule

$ 6,700,358

Cash

21

Receivable for investments sold

45

Dividends receivable from underlying funds

107

Total assets

6,700,531

Liabilities

Payable for fund shares redeemed

43

Net Assets

$ 6,700,488

Net Assets consist of:

Paid in capital

$ 6,127,097

Undistributed net investment income

103,402

Accumulated undistributed net realized gain (loss) on investments

98,700

Net unrealized appreciation (depreciation) on investments

371,289

Net Assets, for 581,339 shares outstanding

$ 6,700,488

Net Asset Value, offering price and redemption price per share ($6,700,488 ÷ 581,339 shares)

$ 11.53

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 106,739

Interest

2

Total income

106,741

Expenses

Independent trustees' compensation

$ 8

Total expenses before reductions

8

Expense reductions

(8)

0

Net investment income (loss)

106,741

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(11,194)

Capital gain distributions from underlying funds

110,454

99,260

Change in net unrealized appreciation (depreciation) on underlying funds

118,077

Net gain (loss)

217,337

Net increase (decrease) in net assets resulting from operations

$ 324,078

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 106,741

$ 81,848

Net realized gain (loss)

99,260

58,403

Change in net unrealized appreciation (depreciation)

118,077

213,905

Net increase (decrease) in net assets resulting
from operations

324,078

354,156

Distributions to shareholders from net investment income

(83,456)

(11,222)

Distributions to shareholders from net realized gain

(57,227)

-

Total distributions

(140,683)

(11,222)

Share transactions
Proceeds from sales of shares

2,113,428

3,971,659

Reinvestment of distributions

140,683

11,222

Cost of shares redeemed

(587,521)

(1,494,728)

Net increase (decrease) in net assets resulting from share transactions

1,666,590

2,488,153

Total increase (decrease) in net assets

1,849,985

2,831,087

Net Assets

Beginning of period

4,850,503

2,019,416

End of period (including undistributed net investment income of $103,402 and undistributed net investment income of $80,117, respectively)

$ 6,700,488

$ 4,850,503

Other Information

Shares

Sold

186,839

378,785

Issued in reinvestment of distributions

12,732

1,090

Redeemed

(52,469)

(142,775)

Net increase (decrease)

147,102

237,100

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.17

$ 10.24

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.21

.26

.10

Net realized and unrealized gain (loss)

.45

.73

.14

Total from investment operations

.66

.99

.24

Distributions from net investment income

(.18)

(.06)

-

Distributions from net realized gain

(.12)

-

-

Total distributions

(.30)

(.06)

-

Net asset value, end of period

$ 11.53

$ 11.17

$ 10.24

Total Return B, C, D

5.98%

9.72%

2.40%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

3.72% A

2.47%

2.45% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 6,700

$ 4,851

$ 2,019

Portfolio turnover rate

27% A

55%

39%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period August 3, 2005 (commencement of operations) to December 31, 2005. H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

VIP Investor Freedom 2010 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

6.4

6.5

VIP Equity-Income Portfolio Investor Class

7.3

7.6

VIP Growth & Income Portfolio Investor Class

7.3

7.5

VIP Growth Portfolio Investor Class

7.5

7.4

VIP Mid Cap Portfolio Investor Class

2.6

2.7

VIP Value Portfolio Investor Class

6.3

6.4

VIP Value Strategies Portfolio Investor Class

2.6

2.7

40.0

40.8

International Equity Funds

VIP Overseas Portfolio Investor Class R

10.0

10.4

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

5.0

5.1

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

35.0

34.1

Short-Term Funds

VIP Money Market Portfolio Investor Class

10.0

9.6

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

40.0%

International Equity Funds

10.0%

Investment Grade Fixed-Income Funds

35.0%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

10.0%

Six months ago

Domestic Equity Funds

40.8%

International Equity Funds

10.4%

Investment Grade Fixed-Income Funds

34.1%

High Yield Fixed-Income Funds

5.1%

Short-Term Funds

9.6%

Expected

Domestic Equity Funds

40.1%

International Equity Funds

10.1%

Investment Grade Fixed-Income Funds

34.9%

High Yield Fixed-Income Funds

5.0%

Short-Term Funds

9.9%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom 2010 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 50.0%

Shares

Value

Domestic Equity Funds - 40.0%

VIP Contrafund Portfolio Investor Class

85,351

$ 2,883,146

VIP Equity-Income Portfolio Investor Class

117,204

3,322,724

VIP Growth & Income Portfolio Investor Class

201,741

3,332,762

VIP Growth Portfolio Investor Class

85,144

3,405,754

VIP Mid Cap Portfolio Investor Class

34,182

1,203,551

VIP Value Portfolio Investor Class

191,793

2,840,460

VIP Value Strategies Portfolio Investor Class

86,016

1,184,436

TOTAL DOMESTIC EQUITY FUNDS

18,172,833

International Equity Funds - 10.0%

VIP Overseas Portfolio Investor Class R

183,290

4,540,100

TOTAL EQUITY FUNDS

(Cost $20,403,730)

22,712,933

Fixed-Income Funds - 40.0%

High Yield Fixed-Income Funds - 5.0%

VIP High Income Portfolio Investor Class

347,063

2,262,850

Investment Grade Fixed-Income Funds - 35.0%

VIP Investment Grade Bond Portfolio Investor Class

1,292,179

15,867,956

TOTAL FIXED-INCOME FUNDS

(Cost $18,221,546)

18,130,806

Short-Term Funds - 10.0%

VIP Money Market Portfolio Investor Class
(Cost $4,529,707)

4,529,707

4,529,707

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $43,154,983)

$ 45,373,446

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

Semiannual Report

VIP Investor Freedom 2010 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $43,154,983) - See accompanying schedule

$ 45,373,446

Receivable for fund shares sold

76,208

Total assets

45,449,654

Liabilities

Payable for investments purchased

$ 75,567

Payable for fund shares redeemed

25

Total liabilities

75,592

Net Assets

$ 45,374,062

Net Assets consist of:

Paid in capital

$ 41,881,366

Undistributed net investment income

634,202

Accumulated undistributed net realized gain (loss) on investments

640,031

Net unrealized appreciation (depreciation) on investments

2,218,463

Net Assets, for 3,931,990 shares outstanding

$ 45,374,062

Net Asset Value, offering price and redemption price per share ($45,374,062 ÷ 3,931,990 shares)

$ 11.54

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 635,884

Expenses

Independent trustees' compensation

$ 53

Total expenses before reductions

53

Expense reductions

(53)

0

Net investment income (loss)

635,884

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(34,150)

Capital gain distributions from underlying funds

683,180

649,030

Change in net unrealized appreciation (depreciation) on underlying funds

821,944

Net gain (loss)

1,470,974

Net increase (decrease) in net assets resulting from operations

$ 2,106,858

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 635,884

$ 517,238

Net realized gain (loss)

649,030

375,905

Change in net unrealized appreciation (depreciation)

821,944

1,261,094

Net increase (decrease) in net assets resulting from operations

2,106,858

2,154,237

Distributions to shareholders from net investment income

(513,183)

(47,558)

Distributions to shareholders from net realized gain

(384,887)

-

Total distributions

(898,070)

(47,558)

Share transactions
Proceeds from sales of shares

13,666,610

24,173,995

Reinvestment of distributions

898,070

47,558

Cost of shares redeemed

(1,859,221)

(4,860,534)

Net increase (decrease) in net assets resulting from share transactions

12,705,459

19,361,019

Total increase (decrease) in net assets

13,914,247

21,467,698

Net Assets

Beginning of period

31,459,815

9,992,117

End of period (including undistributed net investment income of $634,202 and undistributed net investment income of $511,501, respectively)

$ 45,374,062

$ 31,459,815

Other Information

Shares

Sold

1,206,209

2,296,621

Issued in reinvestment of distributions

81,200

4,604

Redeemed

(166,474)

(464,300)

Net increase (decrease)

1,120,935

1,836,925

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.19

$ 10.26

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.19

.24

.13

Net realized and unrealized gain (loss)

.48

.73

.13

Total from investment operations

.67

.97

.26

Distributions from net investment income

(.18)

(.04)

-

Distributions from net realized gain

(.14)

-

-

Total distributions

(.32)

(.04)

-

Net asset value, end of period

$ 11.54

$ 11.19

$ 10.26

Total Return B, C, D

6.06%

9.49%

2.60%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

3.44% A

2.29%

3.14% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 45,374

$ 31,460

$ 9,992

Portfolio turnover rate

16% A

29%

0%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period August 3, 2005 (commencement of operations) to December 31, 2005. H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

VIP Investor Freedom 2015 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

7.2

7.4

VIP Equity-Income Portfolio Investor Class

8.2

8.7

VIP Growth & Income Portfolio Investor Class

8.3

8.6

VIP Growth Portfolio Investor Class

8.5

8.5

VIP Mid Cap Portfolio Investor Class

3.0

3.1

VIP Value Portfolio Investor Class

7.1

7.4

VIP Value Strategies Portfolio Investor Class

2.9

3.2

45.2

46.9

International Equity Funds

VIP Overseas Portfolio Investor Class R

11.3

12.0

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

6.0

6.3

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

31.6

29.9

Short-Term Funds

VIP Money Market Portfolio Investor Class

5.9

4.9

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

45.2%

International Equity Funds

11.3%

Investment Grade Fixed-Income Funds

31.6%

High Yield Fixed-Income Funds

6.0%

Short-Term Funds

5.9%

Six months ago

Domestic Equity Funds

46.9%

International Equity Funds

12.0%

Investment Grade Fixed-Income Funds

29.9%

High Yield Fixed-Income Funds

6.3%

Short-Term Funds

4.9%

Expected

Domestic Equity Funds

44.1%

International Equity Funds

11.0%

Investment Grade Fixed-Income Funds

32.4%

High Yield Fixed-Income Funds

5.8%

Short-Term Funds

6.7%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom 2015 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 56.5%

Shares

Value

Domestic Equity Funds - 45.2%

VIP Contrafund Portfolio Investor Class

110,561

$ 3,734,766

VIP Equity-Income Portfolio Investor Class

151,777

4,302,880

VIP Growth & Income Portfolio Investor Class

261,248

4,315,814

VIP Growth Portfolio Investor Class

110,270

4,410,800

VIP Mid Cap Portfolio Investor Class

44,371

1,562,294

VIP Value Portfolio Investor Class

248,437

3,679,352

VIP Value Strategies Portfolio Investor Class

111,643

1,537,328

TOTAL DOMESTIC EQUITY FUNDS

23,543,234

International Equity Funds - 11.3%

VIP Overseas Portfolio Investor Class R

237,559

5,884,348

TOTAL EQUITY FUNDS

(Cost $26,165,490)

29,427,582

Fixed-Income Funds - 37.6%

High Yield Fixed-Income Funds - 6.0%

VIP High Income Portfolio Investor Class

476,512

3,106,856

Investment Grade Fixed-Income Funds - 31.6%

VIP Investment Grade Bond Portfolio Investor Class

1,342,902

16,490,831

TOTAL FIXED-INCOME FUNDS

(Cost $19,631,078)

19,597,687

Short-Term Funds - 5.9%

VIP Money Market Portfolio Investor Class
(Cost $3,071,366)

3,071,366

3,071,366

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $48,867,934)

$ 52,096,635

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

Semiannual Report

VIP Investor Freedom 2015 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $48,867,934) - See accompanying schedule

$ 52,096,635

Cash

59

Receivable for investments sold

20,121

Dividends receivable from underlying funds

416

Total assets

52,117,231

Liabilities

Payable for fund shares redeemed

20,123

Net Assets

$ 52,097,108

Net Assets consist of:

Paid in capital

$ 47,159,768

Undistributed net investment income

726,088

Accumulated undistributed net realized gain (loss) on investments

982,551

Net unrealized appreciation (depreciation) on investments

3,228,701

Net Assets, for 4,393,118 shares outstanding

$ 52,097,108

Net Asset Value, offering price and redemption price per share ($52,097,108 ÷ 4,393,118 shares)

$ 11.86

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 732,691

Expenses

Independent trustees' compensation

$ 68

Total expenses before reductions

68

Expense reductions

(68)

0

Net investment income (loss)

732,691

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(48,918)

Capital gain distributions from underlying funds

1,041,694

992,776

Change in net unrealized appreciation (depreciation) on underlying funds

1,253,704

Net gain (loss)

2,246,480

Net increase (decrease) in net assets resulting from operations

$ 2,979,171

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 732,691

$ 497,927

Net realized gain (loss)

992,776

587,426

Change in net unrealized appreciation (depreciation)

1,253,704

1,825,450

Net increase (decrease) in net assets resulting from operations

2,979,171

2,910,803

Distributions to shareholders from net investment income

(500,882)

(37,916)

Distributions to shareholders from net realized gain

(593,638)

-

Total distributions

(1,094,520)

(37,916)

Share transactions
Proceeds from sales of shares

11,431,373

31,577,174

Reinvestment of distributions

1,094,520

37,916

Cost of shares redeemed

(2,151,263)

(1,589,486)

Net increase (decrease) in net assets resulting from share transactions

10,374,630

30,025,604

Total increase (decrease) in net assets

12,259,281

32,898,491

Net Assets

Beginning of period

39,837,827

6,939,336

End of period (including undistributed net investment income of $726,088 and undistributed net investment income of $494,279, respectively)

$ 52,097,108

$ 39,837,827

Other Information

Shares

Sold

989,639

2,966,727

Issued in reinvestment of distributions

96,775

3,635

Redeemed

(188,497)

(147,393)

Net increase (decrease)

897,917

2,822,969

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.40

$ 10.32

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.18

.20

.13

Net realized and unrealized gain (loss)

.58

.92

.19

Total from investment operations

.76

1.12

.32

Distributions from net investment income

(.14)

(.04)

-

Distributions from net realized gain

(.16)

-

-

Total distributions

(.30)

(.04)

-

Net asset value, end of period

$ 11.86

$ 11.40

$ 10.32

Total Return B, C, D

6.75%

10.89%

3.20%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

3.18% A

1.83%

3.24% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 52,097

$ 39,838

$ 6,939

Portfolio turnover rate

18% A

15%

9%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period August 3, 2005 (commencement of operations) to December 31, 2005. H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

VIP Investor Freedom 2020 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

8.6

8.7

VIP Equity-Income Portfolio Investor Class

10.0

10.3

VIP Growth & Income Portfolio Investor Class

10.0

10.2

VIP Growth Portfolio Investor Class

10.2

10.0

VIP Mid Cap Portfolio Investor Class

3.6

3.6

VIP Value Portfolio Investor Class

8.5

8.7

VIP Value Strategies Portfolio Investor Class

3.6

3.7

54.5

55.2

International Equity Funds

VIP Overseas Portfolio Investor Class R

13.6

14.2

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

7.4

7.5

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

24.1

22.9

Short-Term Funds

VIP Money Market Portfolio Investor Class

0.4

0.2

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

54.5%

International Equity Funds

13.6%

Investment Grade Fixed-Income Funds

24.1%

High Yield Fixed-Income Funds

7.4%

Short-Term Funds

0.4%

Six months ago

Domestic Equity Funds

55.2%

International Equity Funds

14.2%

Investment Grade Fixed-Income Funds

22.9%

High Yield Fixed-Income Funds

7.5%

Short-Term Funds

0.2%

Expected

Domestic Equity Funds

53.9%

International Equity Funds

13.5%

Investment Grade Fixed-Income Funds

24.6%

High Yield Fixed-Income Funds

7.4%

Short-Term Funds

0.6%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom 2020 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 68.1%

Shares

Value

Domestic Equity Funds - 54.5%

VIP Contrafund Portfolio Investor Class

169,204

$ 5,715,728

VIP Equity-Income Portfolio Investor Class

232,283

6,585,222

VIP Growth & Income Portfolio Investor Class

399,798

6,604,663

VIP Growth Portfolio Investor Class

168,700

6,748,005

VIP Mid Cap Portfolio Investor Class

67,884

2,390,183

VIP Value Portfolio Investor Class

380,296

5,632,188

VIP Value Strategies Portfolio Investor Class

170,851

2,352,619

TOTAL DOMESTIC EQUITY FUNDS

36,028,608

International Equity Funds - 13.6%

VIP Overseas Portfolio Investor Class R

363,216

8,996,850

TOTAL EQUITY FUNDS

(Cost $40,544,066)

45,025,458

Fixed-Income Funds - 31.5%

High Yield Fixed-Income Funds - 7.4%

VIP High Income Portfolio Investor Class

752,052

4,903,378

Investment Grade Fixed-Income Funds - 24.1%

VIP Investment Grade Bond Portfolio Investor Class

1,297,237

15,930,075

TOTAL FIXED-INCOME FUNDS

(Cost $20,928,967)

20,833,453

Short-Term Funds - 0.4%

VIP Money Market Portfolio Investor Class
(Cost $262,627)

262,627

262,627

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $61,735,660)

$ 66,121,538

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

Semiannual Report

VIP Investor Freedom 2020 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $61,735,660) - See accompanying schedule

$ 66,121,538

Cash

26

Receivable for fund shares sold

417,092

Total assets

66,538,656

Liabilities

Payable for investments purchased

$ 417,011

Payable for fund shares redeemed

47

Total liabilities

417,058

Net Assets

$ 66,121,598

Net Assets consist of:

Paid in capital

$ 59,651,773

Undistributed net investment income

678,575

Accumulated undistributed net realized gain (loss) on investments

1,405,372

Net unrealized appreciation (depreciation) on investments

4,385,878

Net Assets, for 5,470,557 shares outstanding

$ 66,121,598

Net Asset Value, offering price and redemption price per share ($66,121,598 ÷ 5,470,557 shares)

$ 12.09

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 686,034

Expenses

Independent trustees' compensation

$ 82

Total expenses before reductions

82

Expense reductions

(82)

0

Net investment income (loss)

686,034

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(49,341)

Capital gain distributions from underlying funds

1,451,319

1,401,978

Change in net unrealized appreciation (depreciation) on underlying funds

2,116,452

Net gain (loss)

3,518,430

Net increase (decrease) in net assets resulting from operations

$ 4,204,464

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 686,034

$ 611,389

Net realized gain (loss)

1,401,978

828,233

Change in net unrealized appreciation (depreciation)

2,116,452

2,045,711

Net increase (decrease) in net assets resulting from operations

4,204,464

3,485,333

Distributions to shareholders from net investment income

(607,401)

(71,710)

Distributions to shareholders from net realized gain

(824,330)

-

Total distributions

(1,431,731)

(71,710)

Share transactions
Proceeds from sales of shares

16,197,189

35,011,966

Reinvestment of distributions

1,431,731

71,710

Cost of shares redeemed

(1,609,047)

(2,226,832)

Net increase (decrease) in net assets resulting from share transactions

16,019,873

32,856,844

Total increase (decrease) in net assets

18,792,606

36,270,467

Net Assets

Beginning of period

47,328,992

11,058,525

End of period (including undistributed net investment income of $678,575 and undistributed net investment income of $599,942, respectively)

$ 66,121,598

$ 47,328,992

Other Information

Shares

Sold

1,378,700

3,240,573

Issued in reinvestment of distributions

125,151

6,843

Redeemed

(136,916)

(210,880)

Net increase (decrease)

1,366,935

3,036,536

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.53

$ 10.36

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.14

.22

.17

Net realized and unrealized gain (loss)

.75

1.00

.19

Total from investment operations

.89

1.22

.36

Distributions from net investment income

(.14)

(.05)

-

Distributions from net realized gain

(.19)

-

-

Total distributions

(.33)

(.05)

-

Net asset value, end of period

$ 12.09

$ 11.53

$ 10.36

Total Return B, C, D

7.88%

11.82%

3.60%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

2.44% A

2.04%

4.07% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 66,122

$ 47,329

$ 11,059

Portfolio turnover rate

12% A

15%

2%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period August 3, 2005 (commencement of operations) to December 31, 2005. H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

VIP Investor Freedom 2025 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

9.0

9.1

VIP Equity-Income Portfolio Investor Class

10.4

10.8

VIP Growth & Income Portfolio Investor Class

10.4

10.7

VIP Growth Portfolio Investor Class

10.6

10.4

VIP Mid Cap Portfolio Investor Class

3.8

3.8

VIP Value Portfolio Investor Class

8.9

9.1

VIP Value Strategies Portfolio Investor Class

3.7

3.9

56.8

57.8

International Equity Funds

VIP Overseas Portfolio Investor Class R

14.2

14.8

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

7.5

7.5

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

21.5

19.9

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

56.8%

International Equity Funds

14.2%

Investment Grade Fixed-Income Funds

21.5%

High Yield Fixed-Income Funds

7.5%

Six months ago

Domestic Equity Funds

57.8%

International Equity Funds

14.8%

Investment Grade Fixed-Income Funds

19.9%

High Yield Fixed-Income Funds

7.5%

Expected

Domestic Equity Funds

56.4%

International Equity Funds

14.1%

Investment Grade Fixed-Income Funds

22.0%

High Yield Fixed-Income Funds

7.5%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom 2025 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 71.0%

Shares

Value

Domestic Equity Funds - 56.8%

VIP Contrafund Portfolio Investor Class

57,941

$ 1,957,252

VIP Equity-Income Portfolio Investor Class

79,524

2,254,517

VIP Growth & Income Portfolio Investor Class

136,886

2,261,349

VIP Growth Portfolio Investor Class

57,770

2,310,801

VIP Mid Cap Portfolio Investor Class

23,218

817,490

VIP Value Portfolio Investor Class

130,209

1,928,397

VIP Value Strategies Portfolio Investor Class

58,432

804,607

TOTAL DOMESTIC EQUITY FUNDS

12,334,413

International Equity Funds - 14.2%

VIP Overseas Portfolio Investor Class R

124,459

3,082,851

TOTAL EQUITY FUNDS

(Cost $13,891,822)

15,417,264

Fixed-Income Funds - 29.0%

High Yield Fixed-Income Funds - 7.5%

VIP High Income Portfolio Investor Class

248,801

1,622,183

Investment Grade Fixed-Income Funds - 21.5%

VIP Investment Grade Bond Portfolio Investor Class

379,493

4,660,173

TOTAL FIXED-INCOME FUNDS

(Cost $6,306,492)

6,282,356

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $20,198,314)

$ 21,699,620

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

Semiannual Report

VIP Investor Freedom 2025 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $20,198,314) - See accompanying schedule

$ 21,699,620

Cash

9

Receivable for investments sold

23

Total assets

21,699,652

Liabilities

Payable for fund shares redeemed

23

Net Assets

$ 21,699,629

Net Assets consist of:

Paid in capital

$ 19,570,732

Undistributed net investment income

196,157

Accumulated undistributed net realized gain (loss) on investments

431,434

Net unrealized appreciation (depreciation) on investments

1,501,306

Net Assets, for 1,777,969 shares outstanding

$ 21,699,629

Net Asset Value, offering price and redemption price per share ($21,699,629 ÷ 1,777,969 shares)

$ 12.20

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 194,537

Expenses

Independent trustees' compensation

$ 26

Total expenses before reductions

26

Expense reductions

(26)

0

Net investment income (loss)

194,537

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(25,638)

Capital gain distributions from underlying funds

469,640

444,002

Change in net unrealized appreciation (depreciation) on underlying funds

734,452

Net gain (loss)

1,178,454

Net increase (decrease) in net assets resulting from operations

$ 1,372,991

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 194,537

$ 177,339

Net realized gain (loss)

444,002

267,312

Change in net unrealized appreciation (depreciation)

734,452

708,052

Net increase (decrease) in net assets resulting from operations

1,372,991

1,152,703

Distributions to shareholders from net investment income

(173,072)

(16,468)

Distributions to shareholders from net realized gain

(279,578)

-

Total distributions

(452,650)

(16,468)

Share transactions
Proceeds from sales of shares

6,341,167

11,868,095

Reinvestment of distributions

452,650

16,468

Cost of shares redeemed

(644,632)

(814,667)

Net increase (decrease) in net assets resulting from share transactions

6,149,185

11,069,896

Total increase (decrease) in net assets

7,069,526

12,206,131

Net Assets

Beginning of period

14,630,103

2,423,972

End of period (including undistributed net investment income of $196,157 and undistributed net investment income of $174,692, respectively)

$ 21,699,629

$ 14,630,103

Other Information

Shares

Sold

534,732

1,099,971

Issued in reinvestment of distributions

39,292

1,564

Redeemed

(55,271)

(75,678)

Net increase (decrease)

518,753

1,025,857

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.62

$ 10.39

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.13

.21

.14

Net realized and unrealized gain (loss)

.79

1.06

.25

Total from investment operations

.92

1.27

.39

Distributions from net investment income

(.13)

(.04)

-

Distributions from net realized gain

(.21)

-

-

Total distributions

(.34)

(.04)

-

Net asset value, end of period

$ 12.20

$ 11.62

$ 10.39

Total Return B, C, D

8.09%

12.26%

3.90%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

2.18% A

1.95%

3.47% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 21,700

$ 14,630

$ 2,424

Portfolio turnover rate

15% A

18%

2%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period August 3, 2005 (commencement of operations) to December 31, 2005. H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

VIP Investor Freedom 2030 Portfolio

Investment Changes

Fund Holdings as of June 30, 2007

% of fund's investments

% of fund's investments 6 months ago

Domestic Equity Funds

VIP Contrafund Portfolio Investor Class

10.4

10.4

VIP Equity-Income Portfolio Investor Class

12.0

12.2

VIP Growth & Income Portfolio Investor Class

12.0

12.1

VIP Growth Portfolio Investor Class

12.3

11.9

VIP Mid Cap Portfolio Investor Class

4.3

4.4

VIP Value Portfolio Investor Class

10.3

10.4

VIP Value Strategies Portfolio Investor Class

4.3

4.4

65.6

65.8

International Equity Funds

VIP Overseas Portfolio Investor Class R

16.4

16.9

High Yield Fixed-Income Funds

VIP High Income Portfolio Investor Class

7.5

7.4

Investment Grade Fixed-Income Funds

VIP Investment Grade Bond Portfolio Investor Class

10.5

9.9

100.0

100.0

Asset Allocation (% of fund's investments)

Current

Domestic Equity Funds

65.6%

International Equity Funds

16.4%

Investment Grade Fixed-Income Funds

10.5%

High Yield Fixed-Income Funds

7.5%

Six months ago

Domestic Equity Funds

65.8%

International Equity Funds

16.9%

Investment Grade Fixed-Income Funds

9.9%

High Yield Fixed-Income Funds

7.4%

Expected

Domestic Equity Funds

65.2%

International Equity Funds

16.3%

Investment Grade Fixed-Income Funds

11.0%

High Yield Fixed-Income Funds

7.5%

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, 2006. The current allocation is based on the fund's holdings as of June 30, 2007. The expected allocation represents the fund's anticipated allocation at December 31, 2007.

VIP Investor Freedom Portfolios

VIP Investor Freedom 2030 Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 82.0%

Shares

Value

Domestic Equity Funds - 65.6%

VIP Contrafund Portfolio Investor Class

76,743

$ 2,592,389

VIP Equity-Income Portfolio Investor Class

105,343

2,986,469

VIP Growth & Income Portfolio Investor Class

181,323

2,995,452

VIP Growth Portfolio Investor Class

76,533

3,061,334

VIP Mid Cap Portfolio Investor Class

30,751

1,082,756

VIP Value Portfolio Investor Class

172,446

2,553,922

VIP Value Strategies Portfolio Investor Class

77,377

1,065,488

TOTAL DOMESTIC EQUITY FUNDS

16,337,810

International Equity Funds - 16.4%

VIP Overseas Portfolio Investor Class R

164,849

4,083,319

TOTAL EQUITY FUNDS

(Cost $18,481,698)

20,421,129

Fixed-Income Funds - 18.0%

High Yield Fixed-Income Funds - 7.5%

VIP High Income Portfolio Investor Class

284,468

1,854,728

Investment Grade Fixed-Income Funds - 10.5%

VIP Investment Grade Bond Portfolio Investor Class

213,085

2,616,686

TOTAL FIXED-INCOME FUNDS

(Cost $4,472,381)

4,471,414

TOTAL INVESTMENT IN SECURITIES - 100%

(Cost $22,954,079)

$ 24,892,543

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

Semiannual Report

VIP Investor Freedom 2030 Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value
(cost $22,954,079) - See accompanying schedule

$ 24,892,543

Cash

47

Receivable for fund shares sold

40,314

Total assets

24,932,904

Liabilities

Payable for investments purchased

40,314

Net Assets

$ 24,892,590

Net Assets consist of:

Paid in capital

$ 22,266,836

Undistributed net investment income

146,219

Accumulated undistributed net realized gain (loss) on investments

541,071

Net unrealized appreciation (depreciation) on investments

1,938,464

Net Assets, for 2,006,109 shares outstanding

$ 24,892,590

Net Asset Value, offering price and redemption price per share ($24,892,590 ÷ 2,006,109 shares)

$ 12.41

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Income distributions from underlying funds

$ 147,145

Expenses

Independent trustees' compensation

$ 28

Total expenses before reductions

28

Expense reductions

(28)

0

Net investment income (loss)

147,145

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

(13,013)

Capital gain distributions from underlying funds

561,259

548,246

Change in net unrealized appreciation (depreciation) on underlying funds

1,112,665

Net gain (loss)

1,660,911

Net increase (decrease) in net assets resulting from operations

$ 1,808,056

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

VIP Investor Freedom Portfolios

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 147,145

$ 179,772

Net realized gain (loss)

548,246

325,802

Change in net unrealized appreciation (depreciation)

1,112,665

707,059

Net increase (decrease) in net assets resulting from operations

1,808,056

1,212,633

Distributions to shareholders from net investment income

(180,245)

(27,477)

Distributions to shareholders from net realized gain

(332,759)

-

Total distributions

(513,004)

(27,477)

Share transactions
Proceeds from sales of shares

8,723,479

11,916,673

Reinvestment of distributions

513,004

27,477

Cost of shares redeemed

(366,462)

(3,100,146)

Net increase (decrease) in net assets resulting from share transactions

8,870,021

8,844,004

Total increase (decrease) in net assets

10,165,073

10,029,160

Net Assets

Beginning of period

14,727,517

4,698,357

End of period (including undistributed net investment income of $146,219 and undistributed net investment income of $179,319, respectively)

$ 24,892,590

$ 14,727,517

Other Information

Shares

Sold

736,276

1,090,895

Issued in reinvestment of distributions

44,110

2,602

Redeemed

(30,968)

(287,600)

Net increase (decrease)

749,418

805,897

Financial Highlights

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 11.72

$ 10.42

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.09

.20

.15

Net realized and unrealized gain (loss)

.97

1.16

.27

Total from investment operations

1.06

1.36

.42

Distributions from net investment income

(.13)

(.06)

-

Distributions from net realized gain

(.24)

-

-

Total distributions

(.37)

(.06)

-

Net asset value, end of period

$ 12.41

$ 11.72

$ 10.42

Total Return B, C, D

9.26%

13.12%

4.20%

Ratios to Average Net Assets F, H

Expenses before reductions

.00% A

.00%

.00% A

Expenses net of fee waivers, if any

.00% A

.00%

.00% A

Expenses net of all reductions

.00% A

.00%

.00% A

Net investment income (loss)

1.47% A

1.84%

3.69% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 24,893

$ 14,728

$ 4,698

Portfolio turnover rate

7% A

36%

1%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Amounts do not include the activity of the underlying funds. G For the period August 3, 2005 (commencement of operations) to Daecember 31, 2005. H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the Fund invests.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Investor Freedom Income Portfolio, VIP Investor Freedom 2005 Portfolio, VIP Investor Freedom 2010 Portfolio, VIP Investor Freedom 2015 Portfolio, VIP Investor Freedom 2020 Portfolio, VIP Investor Freedom 2025 Portfolio and VIP Investor Freedom 2030 Portfolio (the Funds) are funds of Variable Insurance Products Fund V (formerly of Variable Insurance Products Fund IV). Effective, April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Funds reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Funds' investment strategies or Fidelity Management & Research Company's (FMR) management of the Funds. The Variable Insurance Products Fund V (the trust) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, fixed income, and money market funds (the Underlying Funds) managed by 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.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Investments in the Underlying Funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost, which approximates value.

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 for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. Each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. Each Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, if applicable, remains subject to examination by the Internal Revenue Service.

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

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

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

VIP Investor Freedom Portfolios

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Cost for Federal
Income Tax Purposes

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)

VIP Investor Freedom Income

$ 14,313,718

$ 340,613

$ (41,616)

$ 298,997

VIP Investor Freedom 2005

6,329,082

391,125

(19,849)

371,276

VIP Investor Freedom 2010

43,155,160

2,404,569

(186,283)

2,218,286

VIP Investor Freedom 2015

48,867,986

3,399,305

(170,656)

3,228,649

VIP Investor Freedom 2020

61,736,448

4,617,810

(232,720)

4,385,090

VIP Investor Freedom 2025

20,198,415

1,568,689

(67,484)

1,501,205

VIP Investor Freedom 2030

22,954,552

1,979,853

(41,862)

1,937,991

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Funds' financial statement disclosures.

3. Operating Policies.

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

4. Purchases and Sales of Investments.

Purchases and redemptions of the underlying fund shares are noted in the table below.

Purchases ($)

Redemptions ($)

VIP Investor Freedom Income

6,663,901

3,244,070

VIP Investor Freedom 2005

2,516,307

773,168

VIP Investor Freedom 2010

16,068,378

2,941,718

VIP Investor Freedom 2015

15,247,308

4,192,702

VIP Investor Freedom 2020

20,034,870

3,309,379

VIP Investor Freedom 2025

7,662,846

1,302,134

VIP Investor Freedom 2030

9,738,174

672,753

5. Fees and Other Transactions with Affiliates.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Expense Reductions.

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

The following Funds were in reimbursement during the period:

Expense
Limitations

Reimbursement
from adviser

VIP Investor Freedom Income

0%

$ 19

VIP Investor Freedom 2005

0%

8

VIP Investor Freedom 2010

0%

53

VIP Investor Freedom 2015

0%

68

VIP Investor Freedom 2020

0%

82

VIP Investor Freedom 2025

0%

26

VIP Investor Freedom 2030

0%

28

7. Other.

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

At the end of the period, FMR or its affiliates were owners of record of more than 10% of the outstanding shares of the following funds:

Affiliated %

VIP Investor Freedom Income

100%

VIP Investor Freedom 2005

100%

VIP Investor Freedom 2010

100%

VIP Investor Freedom 2015

100%

VIP Investor Freedom 2020

100%

VIP Investor Freedom 2025

100%

VIP Investor Freedom 2030

100%

VIP Investor Freedom Portfolios

Board Approval of Investment Advisory Contracts and Management Fees

VIP Investor Freedom Funds

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contracts and administration agreements (together, the Advisory Contracts) for the funds in connection with reorganizing the funds from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under each fund's Advisory Contracts are identical to those in each fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of each fund's assets; (ii) the nature or level of services provided under each fund's Advisory Contracts; or (iii) the day-to-day management of each fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the funds during the past year and that it will again consider renewal of the Advisory Contracts in July 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider each fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of each fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to each fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of each fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing each fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that each fund's Advisory Contracts are fair and reasonable, and that each fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the funds from one Trust to another.

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPIFF-SANN-0807
1.833440.101

Fidelity® Variable Insurance Products:
Strategic Income Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

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.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Strategic Income Portfolio

VIP Strategic Income Portfolio

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, 2007 to June 30, 2007).

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.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period
*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,017.80

$ 3.75

HypotheticalA

$ 1,000.00

$ 1,021.08

$ 3.76

Service Class

Actual

$ 1,000.00

$ 1,016.90

$ 4.25

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

Service Class 2

Actual

$ 1,000.00

$ 1,016.90

$ 5.00

HypotheticalA

$ 1,000.00

$ 1,019.84

$ 5.01

Investor Class

Actual

$ 1,000.00

$ 1,016.90

$ 4.15

HypotheticalA

$ 1,000.00

$ 1,020.68

$ 4.16

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.75%

Service Class

.85%

Service Class 2

1.00%

Investor Class

.83%

Semiannual Report

VIP Strategic Income Portfolio

Investment Changes

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each Fidelity Central Fund.

Top Five Holdings as of June 30, 2007

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

12.1

13.0

Fannie Mae

10.8

11.9

Freddie Mac

5.5

0.0

French Republic

3.5

3.9

Japan Government

2.2

2.6

34.1

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

8.6

8.6

Financials

6.0

5.1

Telecommunication Services

5.1

6.1

Information Technology

4.3

4.8

Materials

3.8

3.6

Quality Diversification (% of fund's net assets)

As of June 30, 2007

As of December 31, 2006

U.S.Government and U.S.Government Agency Obligations 30.3%

U.S.Government and U.S.Government Agency Obligations 28.7%

AAA,AA,A 13.4%

AAA,AA,A 14.3%

BBB 4.3%

BBB 3.7%

BB 14.8%

BB 18.3%

B 16.7%

B 19.8%

CCC,CC,C 5.9%

CCC,CC,C 4.5%

D 0.1%

D 0.2%

Not Rated 3.8%

Not Rated 2.6%

Equities 0.5%

Equities 0.2%

Short-Term Investments and Net Other Assets 10.2%

Short-Term Investments and Net Other Assets 7.7%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings.

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 * *

Preferred Securities 0.7%

Preferred Securities 0.0%

Corporate Bonds 28.1%

Corporate Bonds 33.5%

U.S. Government and U.S. Government Agency Obligations 30.3%

U.S. Government and U.S. Government Agency Obligations 28.7%

Foreign Government & Government Agency Obligations 19.7%

Foreign Government & Government Agency Obligations 23.1%

Floating Rate Loans 10.2%

Floating Rate Loans 6.7%

Stocks 0.5%

Stocks 0.2%

Other Investments 0.3%

Other Investments 0.1%

Short-Term Investments and Net Other Assets 10.2%

Short-Term Investments and Net Other Assets 7.7%

* Foreign investments

27.7%

* * Foreign investments

32.1%

* Swaps

1.4%

** Swaps

0.0%

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

VIP Strategic Income Portfolio

VIP Strategic Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 27.5%

Principal Amount (d)

Value

Convertible Bonds - 0.2%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Liberty Media Corp. (Sprint Corp. PCS Series 1) 3.75% 2/15/30

$ 315,000

$ 195,710

INFORMATION TECHNOLOGY - 0.2%

Semiconductors & Semiconductor Equipment - 0.2%

Advanced Micro Devices, Inc. 6% 5/1/15 (g)

510,000

490,875

ON Semiconductor Corp. 0% 4/15/24

20,000

24,130

515,005

TOTAL CONVERTIBLE BONDS

710,715

Nonconvertible Bonds - 27.3%

CONSUMER DISCRETIONARY - 4.7%

Auto Components - 0.2%

Affinia Group, Inc. 9% 11/30/14

170,000

166,175

Delco Remy International, Inc.:

9.375% 4/15/12 (c)

25,000

25,250

11% 5/1/09 (c)

40,000

41,200

Visteon Corp. 7% 3/10/14

400,000

346,000

578,625

Automobiles - 0.4%

General Motors Corp.:

8.375% 7/5/33

EUR

50,000

63,314

8.375% 7/15/33

1,155,000

1,048,163

1,111,477

Diversified Consumer Services - 0.1%

Affinion Group, Inc. 11.5% 10/15/15

175,000

189,000

Hotels, Restaurants & Leisure - 0.9%

Carrols Corp. 9% 1/15/13

355,000

348,788

Gaylord Entertainment Co.:

6.75% 11/15/14

130,000

127,400

8% 11/15/13

100,000

102,250

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14

245,000

237,650

Mandalay Resort Group:

6.375% 12/15/11

80,000

79,800

6.5% 7/31/09

20,000

20,100

MGM Mirage, Inc.:

6% 10/1/09

40,000

39,550

6.625% 7/15/15

235,000

215,613

Principal Amount (d)

Value

6.75% 9/1/12

$ 45,000

$ 43,594

6.75% 4/1/13

50,000

47,938

6.875% 4/1/16

75,000

69,938

7.5% 6/1/16

110,000

103,400

8.5% 9/15/10

50,000

52,625

Mohegan Tribal Gaming Authority 6.875% 2/15/15

100,000

97,250

Scientific Games Corp. 6.25% 12/15/12

40,000

38,300

Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (g)

100,000

100,000

Six Flags, Inc.:

9.625% 6/1/14

75,000

69,375

9.75% 4/15/13

470,000

441,800

Speedway Motorsports, Inc. 6.75% 6/1/13

95,000

93,100

Town Sports International Holdings, Inc. 0% 2/1/14 (e)

23,000

21,160

Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10

45,000

47,700

Vail Resorts, Inc. 6.75% 2/15/14

225,000

219,375

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (e)

230,000

175,950

9% 1/15/12

30,000

30,900

2,823,556

Household Durables - 0.0%

Urbi, Desarrollos Urbanos, SA de CV 8.5% 4/19/16 (g)

95,000

99,940

Leisure Equipment & Products - 0.0%

Riddell Bell Holdings, Inc. 8.375% 10/1/12

40,000

39,400

Media - 2.3%

AMC Entertainment, Inc. 11% 2/1/16

120,000

134,400

Cablemas SA de CV (Reg. S) 9.375% 11/15/15

300,000

328,500

CanWest Media, Inc. 8% 9/15/12

40,000

40,000

Charter Communications Holdings I LLC/Charter Communications Holdings I Capital Corp. 11% 10/1/15

485,000

502,557

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp.:

Series B, 10.25% 9/15/10

180,000

188,550

10.25% 9/15/10

130,000

135,525

CSC Holdings, Inc.:

7.25% 4/15/12

170,000

165,325

7.625% 4/1/11

40,000

39,700

7.625% 7/15/18

520,000

494,000

7.875% 2/15/18

770,000

737,275

EchoStar Communications Corp.:

6.375% 10/1/11

45,000

44,213

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

EchoStar Communications Corp.: - continued

6.625% 10/1/14

$ 790,000

$ 758,400

7.125% 2/1/16

270,000

264,600

Haights Cross Communications, Inc. 0% 8/15/11 (e)

20,000

15,000

iesy Repository GmbH 10.375% 2/15/15 (g)

90,000

92,700

Liberty Media Corp.:

5.7% 5/15/13

300,000

277,125

8.25% 2/1/30

320,000

310,341

8.5% 7/15/29

480,000

479,362

MediMedia USA, Inc. 11.375% 11/15/14 (g)

50,000

52,500

PanAmSat Corp.:

9% 8/15/14

165,000

172,013

9% 6/15/16

120,000

126,300

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

110,000

114,950

10.375% 9/1/14 (g)

595,000

654,500

The Reader's Digest Association, Inc. 9% 2/15/17 (g)

160,000

149,600

TL Acquisitions, Inc.:

0% 7/15/15 (e)(g)(h)

600,000

450,750

10.5% 1/15/15 (g)(h)

610,000

591,700

Videotron Ltee 6.875% 1/15/14

125,000

121,250

7,441,136

Multiline Retail - 0.2%

Dollar General Corp. 10.625% 7/15/15 (g)

750,000

720,000

Specialty Retail - 0.4%

AutoNation, Inc.:

7% 4/15/14

255,000

251,494

7.3556% 4/15/13 (i)

60,000

60,150

Claire's Stores, Inc. 10.5% 6/1/17 (g)

140,000

129,150

Michaels Stores, Inc.:

0% 11/1/16 (e)(g)

30,000

19,125

10% 11/1/14 (g)

260,000

268,450

11.375% 11/1/16 (g)

265,000

276,263

Sally Holdings LLC:

9.25% 11/15/14 (g)

80,000

80,000

10.5% 11/15/16 (g)

270,000

270,675

1,355,307

Principal Amount (d)

Value

Textiles, Apparel & Luxury Goods - 0.2%

Levi Strauss & Co.:

8.875% 4/1/16

$ 385,000

$ 394,625

9.75% 1/15/15

290,000

313,200

707,825

TOTAL CONSUMER DISCRETIONARY

15,066,266

CONSUMER STAPLES - 0.5%

Beverages - 0.1%

Cerveceria Nacional Dominicana C por A 16% 3/27/12 (g)

100,000

110,740

Food & Staples Retailing - 0.1%

Rite Aid Corp.:

9.375% 12/15/15 (g)

170,000

163,625

9.5% 6/15/17 (g)

250,000

240,938

404,563

Food Products - 0.3%

Bertin Ltda 10.25% 10/5/16 (g)

100,000

109,750

Gruma SA de CV 7.75%

305,000

309,575

Hines Nurseries, Inc. 10.25% 10/1/11

120,000

96,300

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

25,000

25,750

Reddy Ice Holdings, Inc. 0% 11/1/12 (e)

130,000

120,900

Smithfield Foods, Inc. 7.75% 7/1/17

170,000

168,725

Swift & Co. 10.125% 10/1/09

70,000

72,100

903,100

Household Products - 0.0%

Central Garden & Pet Co. 9.125% 2/1/13

75,000

76,875

Personal Products - 0.0%

Elizabeth Arden, Inc. 7.75% 1/15/14

40,000

40,400

TOTAL CONSUMER STAPLES

1,535,678

ENERGY - 2.8%

Energy Equipment & Services - 0.3%

Allis-Chalmers Energy, Inc. 8.5% 3/1/17

70,000

69,913

CHC Helicopter Corp. 7.375% 5/1/14

240,000

234,000

Complete Production Services, Inc. 8% 12/15/16 (g)

240,000

242,400

Hanover Compressor Co.:

7.5% 4/15/13

40,000

40,100

9% 6/1/14

125,000

132,188

Ocean Rig Norway AS 8.375% 7/1/13 (g)

60,000

62,400

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

ENERGY - continued

Energy Equipment & Services - continued

Petroliam Nasional BHD (Petronas) 7.625% 10/15/26 (Reg. S)

$ 155,000

$ 182,156

Seabulk International, Inc. 9.5% 8/15/13

135,000

144,281

1,107,438

Oil, Gas & Consumable Fuels - 2.5%

ANR Pipeline, Inc. 7.375% 2/15/24

115,000

122,475

Atlas Pipeline Partners LP 8.125% 12/15/15

70,000

70,438

Berry Petroleum Co. 8.25% 11/1/16

150,000

151,125

Chaparral Energy, Inc.:

8.5% 12/1/15

130,000

127,075

8.875% 2/1/17 (g)

110,000

108,625

Chesapeake Energy Corp.:

6.5% 8/15/17

460,000

435,850

6.875% 11/15/20

390,000

373,425

7.5% 9/15/13

40,000

40,400

7.5% 6/15/14

35,000

35,700

7.625% 7/15/13

430,000

440,750

Colorado Interstate Gas Co. 6.8% 11/15/15

260,000

267,150

Drummond Co., Inc. 7.375% 2/15/16 (g)

140,000

131,600

EXCO Resources, Inc. 7.25% 1/15/11

10,000

9,900

Gaz Capital SA (Luxembourg) 6.58% 10/31/13

GBP

50,000

99,137

Harvest Operations Corp. 7.875% 10/15/11

50,000

49,000

InterNorth, Inc. 9.625% 3/16/06 (c)

100,000

29,500

Mariner Energy, Inc. 8% 5/15/17

80,000

81,800

Massey Energy Co. 6.875% 12/15/13

425,000

386,750

OPTI Canada, Inc. 7.875% 12/15/14 (g)

310,000

310,775

Pan American Energy LLC 7.75% 2/9/12 (g)

340,000

341,700

Peabody Energy Corp.:

7.375% 11/1/16

300,000

306,750

7.875% 11/1/26

300,000

312,000

Pemex Project Funding Master Trust 6.625% 6/15/35

310,000

314,650

Petrohawk Energy Corp. 9.125% 7/15/13

310,000

327,825

Petroleos de Venezuela SA 5.25% 4/12/17

200,000

151,500

Petrozuata Finance, Inc.:

7.63% 4/1/09 (g)

434,246

426,647

Principal Amount (d)

Value

8.22% 4/1/17 (g)

$ 425,000

$ 414,375

Pogo Producing Co.:

6.875% 10/1/17

210,000

207,900

7.875% 5/1/13

135,000

138,038

Range Resources Corp. 7.375% 7/15/13

100,000

100,750

Ship Finance International Ltd. 8.5% 12/15/13

145,000

149,350

Southern Star Central Corp. 6.75% 3/1/16

90,000

87,264

Targa Resources, Inc./Targa Resources Finance Corp. 8.5% 11/1/13 (g)

70,000

71,050

Tennessee Gas Pipeline Co.:

7% 10/15/28

20,000

20,400

7.5% 4/1/17

445,000

476,150

7.625% 4/1/37

50,000

54,500

8.375% 6/15/32

40,000

46,600

Venoco, Inc. 8.75% 12/15/11

70,000

72,625

W&T Offshore, Inc. 8.25% 6/15/14 (g)

310,000

305,350

YPF SA 10% 11/2/28

240,000

303,300

7,900,199

TOTAL ENERGY

9,007,637

FINANCIALS - 5.1%

Capital Markets - 0.1%

E*TRADE Financial Corp. 7.375% 9/15/13

240,000

247,200

Morgan Stanley 4.279% 7/20/12 (i)

EUR

150,000

202,673

449,873

Commercial Banks - 1.1%

Banca Popolare di Bergamo 8.364% (i)

EUR

125,000

186,199

Banca Popolare di Lodi Investor Trust III 6.742% (i)

EUR

50,000

70,749

Banco Nacional de Desenvolvimento Economico e Social 5.84% 6/16/08 (i)

965,000

957,763

BBVA Bancomer SA (Cayman Islands) (Reg. S) 4.799% 5/17/17 (i)

EUR

100,000

132,674

Development Bank of Philippines 8.375% (i)

300,000

319,500

Export-Import Bank of India 1.1944% 6/7/12 (i)

JPY

20,000,000

162,147

JPMorgan Chase Bank 4.375% 11/30/21 (i)

EUR

100,000

126,299

Kyivstar GSM:

7.75% 4/27/12 (Issued by Dresdner Bank AG for Kyivstar GSM) (g)

200,000

203,000

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

Kyivstar GSM: - continued

10.375% 8/17/09 (Issued by Dresdner Bank AG for Kyivstar GSM) (g)

$ 400,000

$ 426,000

SMFG Finance Ltd. 6.164% (i)

GBP

50,000

94,676

Standard Chartered Bank 4.462% 3/28/18 (i)

EUR

100,000

135,474

UniCredito Italiano Capital Trust I 4.028% (i)

EUR

140,000

170,072

Vimpel Communications:

8% 2/11/10 (Issued by UBS Luxembourg SA for Vimpel Communications)

200,000

205,900

8.25% 5/23/16 (Issued by UBS Luxembourg SA for Vimpel Communications)

200,000

208,750

3,399,203

Consumer Finance - 1.2%

ACE Cash Express, Inc. 10.25% 10/1/14 (g)

80,000

81,000

Ford Motor Credit Co. LLC 9.875% 8/10/11

380,000

398,861

General Motors Acceptance Corp.:

6.75% 12/1/14

505,000

482,275

6.875% 9/15/11

295,000

288,363

6.875% 8/28/12

360,000

351,836

8% 11/1/31

1,675,000

1,708,500

HSBC Finance Corp. 4.875% 5/30/17

EUR

150,000

197,224

SLM Corp.:

4.295% 6/15/09 (i)

EUR

50,000

65,992

4.345% 12/15/10 (i)

EUR

100,000

127,712

3,701,763

Diversified Financial Services - 1.6%

BA Covered Bond 4.125% 4/5/12

EUR

600,000

790,115

Caisse d'Amort de la Dette Societe 4.125% 4/25/17

EUR

600,000

773,874

Canada Housing Trust No.1 4.65% 9/15/09

CAD

550,000

515,567

CCO Holdings LLC/CCO Holdings Capital Corp. 8.75% 11/15/13

185,000

187,775

CEMEX Finance Europe BV 4.75% 3/5/14

EUR

50,000

65,065

Cerro Negro Finance Ltd.:

(Reg. S) 7.33% 12/1/09

164,000

161,540

7.33% 12/1/09 (g)

61,500

60,578

CHR Intermediate Holding Corp. 12.61% 6/1/13 pay-in-kind (g)(i)

80,000

79,700

DaimlerChrysler NA Holding Corp. 4.375% 3/16/10

EUR

100,000

133,513

Principal Amount (d)

Value

ExIm Ukraine 7.65% 9/7/11 (Issued by Credit Suisse London Branch for ExIm Ukraine)

$ 300,000

$ 305,640

Getin Finance PLC 6.036% 5/13/09 (i)

EUR

50,000

67,975

Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12

238,000

246,925

IFIL Finanziaria di Partecipazioni SpA 5.375% 6/12/17

EUR

50,000

66,587

KAR Holdings, Inc.:

8.75% 5/1/14 (g)

120,000

117,600

10% 5/1/15 (g)

120,000

117,000

Pakistan International Sukuk Co. Ltd. 7.6% 1/27/10 (i)

200,000

204,250

Red Arrow International Leasing PLC 8.375% 3/31/12

RUB

1,878,755

75,700

OAO TMK 8.5% 9/29/09 (Issued by TMK Capital SA for OAO TMK)

700,000

717,500

WaMu Covered Bond Program 4.375% 5/19/14

EUR

200,000

263,642

4,950,546

Insurance - 0.1%

Eureko BV 5.125% (i)

EUR

100,000

131,104

Muenchener Rueckversicherungs-Gesellschaft AG 5.767% (i)

EUR

100,000

132,967

Old Mutual plc 4.5% 1/18/17 (i)

EUR

50,000

65,660

329,731

Real Estate Investment Trusts - 0.3%

BF Saul REIT 7.5% 3/1/14

95,000

95,000

Crescent Real Estate Equities LP/Crescent Finance Co. 9.25% 4/15/09

50,000

51,000

Rouse Co. LP/TRC, Inc. 6.75% 5/1/13 (g)

330,000

326,700

Senior Housing Properties Trust:

7.875% 4/15/15

180,000

186,300

8.625% 1/15/12

280,000

298,200

957,200

Real Estate Management & Development - 0.7%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13

170,000

162,775

8.125% 6/1/12

100,000

99,500

Inversiones y Representaciones SA 8.5% 2/2/17 (g)

310,000

296,050

Realogy Corp.:

10.5% 4/15/14 (g)

885,000

845,175

11% 4/15/14 pay-in-kind (g)

650,000

612,625

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Management & Development - continued

Realogy Corp.: - continued

12.375% 4/15/15 (g)

$ 280,000

$ 255,864

WT Finance (Aust) Pty Ltd./Westfield Europe Finance PLC/WEA Finance 3.625% 6/27/12

EUR

75,000

95,042

2,367,031

TOTAL FINANCIALS

16,155,347

HEALTH CARE - 1.0%

Health Care Equipment & Supplies - 0.0%

Invacare Corp. 9.75% 2/15/15 (g)

90,000

90,450

Health Care Providers & Services - 0.9%

Cardinal Health, Inc. 9.5% 4/15/15 pay-in-kind (g)

300,000

293,250

CRC Health Group, Inc. 10.75% 2/1/16

90,000

98,550

Fresenius Medical Care Capital Trust IV 7.875% 6/15/11

125,000

128,438

HCA, Inc.:

9.125% 11/15/14 (g)

230,000

242,075

9.25% 11/15/16 (g)

460,000

489,900

9.625% 11/15/16 pay-in-kind (g)

580,000

624,225

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

90,000

89,550

Rural/Metro Corp. 9.875% 3/15/15

80,000

82,400

Skilled Healthcare Group, Inc. 11% 1/15/14

78,000

86,580

Sun Healthcare Group, Inc. 9.125% 4/15/15 (g)

30,000

31,050

Team Finance LLC/Health Finance Corp. 11.25% 12/1/13

150,000

162,375

U.S. Oncology, Inc. 9% 8/15/12

150,000

153,750

Vanguard Health Holding Co. II LLC 9% 10/1/14

335,000

329,975

2,812,118

Life Sciences Tools & Services - 0.0%

Bio-Rad Laboratories, Inc. 7.5% 8/15/13

70,000

70,700

Pharmaceuticals - 0.1%

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11

65,000

65,488

Principal Amount (d)

Value

Leiner Health Products, Inc. 11% 6/1/12

$ 90,000

$ 84,600

Mylan Laboratories, Inc. 6.375% 8/15/15

50,000

51,000

201,088

TOTAL HEALTH CARE

3,174,356

INDUSTRIALS - 1.9%

Aerospace & Defense - 0.2%

Alion Science & Technology Corp. 10.25% 2/1/15

50,000

51,875

Hawker Beechcraft Acquisition Co. LLC:

8.5% 4/1/15 (g)

150,000

155,250

8.875% 4/1/15 pay-in-kind (g)

150,000

153,375

9.75% 4/1/17 (g)

150,000

156,375

Hexcel Corp. 6.75% 2/1/15

100,000

96,500

Orbimage Holdings, Inc. 14.8669% 7/1/12 (i)

100,000

110,000

723,375

Airlines - 0.1%

Continental Airlines, Inc. 6.903% 4/19/22

50,000

48,875

Delta Air Lines, Inc.:

7.9% 12/15/09 (a)

750,000

52,500

10% 8/15/08 (a)

70,000

4,900

Northwest Airlines Corp. 10% 2/1/09 (a)

105,000

13,125

Northwest Airlines, Inc.:

7.875% 3/15/08 (a)

90,000

11,700

8.875% 6/1/06 (a)

80,000

9,800

140,900

Building Products - 0.0%

Compagnie de St. Gobain 4.196% 4/11/12 (i)

EUR

100,000

135,157

Commercial Services & Supplies - 0.6%

ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13

10,000

9,925

Allied Security Escrow Corp. 11.375% 7/15/11

100,000

100,000

Allied Waste North America, Inc. 7.125% 5/15/16

295,000

288,731

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

75,000

68,250

9.25% 5/1/21

100,000

106,000

FTI Consulting, Inc.:

7.625% 6/15/13

50,000

50,500

7.75% 10/1/16

80,000

81,900

Mac-Gray Corp. 7.625% 8/15/15

40,000

40,600

NCO Group, Inc. 11.875% 11/15/14 (g)

160,000

163,200

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

R.H. Donnelley Finance Corp. I 10.875% 12/15/12

$ 75,000

$ 80,063

West Corp.:

9.5% 10/15/14

300,000

306,375

11% 10/15/16

145,000

150,800

Williams Scotsman, Inc. 8.5% 10/1/15

340,000

351,050

1,797,394

Construction & Engineering - 0.0%

Blount, Inc. 8.875% 8/1/12

50,000

50,500

Electrical Equipment - 0.1%

Coleman Cable, Inc. 9.875% 10/1/12 (g)

60,000

63,000

General Cable Corp. 7.125% 4/1/17 (g)

40,000

40,000

Polypore International, Inc. 0% 10/1/12 (e)

100,000

97,000

Sensus Metering Systems, Inc. 8.625% 12/15/13

60,000

61,500

261,500

Industrial Conglomerates - 0.0%

Siemens Financieringsmaatschap NV 6.125% 9/14/66 (i)

GBP

50,000

95,264

Machinery - 0.2%

Chart Industries, Inc. 9.125% 10/15/15

60,000

63,000

Invensys PLC 9.875% 3/15/11 (g)

4,000

4,240

RBS Global, Inc. / Rexnord Corp.:

8.875% 9/1/16

50,000

51,500

9.5% 8/1/14

220,000

233,200

11.75% 8/1/16

280,000

310,800

662,740

Marine - 0.2%

H-Lines Finance Holding Corp. 0% 4/1/13 (e)

71,000

68,160

Navios Maritime Holdings, Inc. 9.5% 12/15/14 (g)

230,000

241,500

Ultrapetrol (Bahamas) Ltd. 9% 11/24/14

80,000

82,400

US Shipping Partners LP 13% 8/15/14

170,000

185,300

577,360

Road & Rail - 0.3%

Kansas City Southern de Mexico, SA de CV:

7.375% 6/1/14 (g)

195,000

193,050

7.625% 12/1/13 (g)

100,000

100,000

Kansas City Southern Railway Co.:

7.5% 6/15/09

340,000

340,000

Principal Amount (d)

Value

9.5% 10/1/08

$ 45,000

$ 46,800

TFM SA de CV 9.375% 5/1/12

300,000

320,250

1,000,100

Trading Companies & Distributors - 0.2%

Glencore Finance (Europe) SA 5.375% 9/30/11

EUR

50,000

67,784

Neff Corp. 10% 6/1/15 (g)

90,000

89,550

Penhall International Corp. 12% 8/1/14 (g)

80,000

86,400

VWR Funding, Inc. 10.25% 7/15/15 (g)

490,000

490,000

733,734

TOTAL INDUSTRIALS

6,178,024

INFORMATION TECHNOLOGY - 3.1%

Communications Equipment - 0.6%

Hughes Network Systems LLC / HNS Finance Corp. 9.5% 4/15/14

320,000

334,400

Lucent Technologies, Inc.:

6.45% 3/15/29

820,000

709,300

6.5% 1/15/28

415,000

363,125

Nortel Networks Corp.:

9.6056% 7/15/11 (g)(i)

190,000

201,875

10.125% 7/15/13 (g)

190,000

203,775

10.75% 7/15/16 (g)

190,000

208,525

2,021,000

Electronic Equipment & Instruments - 0.1%

Celestica, Inc. 7.875% 7/1/11

165,000

158,813

IT Services - 0.5%

Iron Mountain, Inc.:

6.625% 1/1/16

480,000

439,200

7.75% 1/15/15

180,000

175,950

8.625% 4/1/13

185,000

186,850

8.75% 7/15/18

285,000

293,550

SunGard Data Systems, Inc.:

9.125% 8/15/13

260,000

265,525

10.25% 8/15/15

180,000

189,450

1,550,525

Office Electronics - 0.5%

Xerox Capital Trust I 8% 2/1/27

480,000

487,200

Xerox Corp.:

6.4% 3/15/16

600,000

602,400

7.2% 4/1/16

180,000

185,400

7.625% 6/15/13

300,000

311,625

1,586,625

Semiconductors & Semiconductor Equipment - 1.4%

Amkor Technology, Inc. 9.25% 6/1/16

455,000

466,375

ASML Holding NV 5.75% 6/13/17

EUR

100,000

132,633

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Avago Technologies Finance Ltd.:

10.125% 12/1/13

$ 195,000

$ 207,675

10.86% 6/1/13 (i)

220,000

226,050

11.875% 12/1/15

475,000

528,438

Freescale Semiconductor, Inc.:

8.875% 12/15/14 (g)

690,000

661,572

9.125% 12/15/14 pay-in-kind (g)

1,270,000

1,198,626

10.125% 12/15/16 (g)

770,000

723,800

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 8.61% 12/15/11 (i)

40,000

36,500

New ASAT Finance Ltd. 9.25% 2/1/11

105,000

89,775

Viasystems, Inc. 10.5% 1/15/11

140,000

142,100

4,413,544

Software - 0.0%

Open Solutions, Inc. 9.75% 2/1/15 (g)

50,000

50,000

TOTAL INFORMATION TECHNOLOGY

9,780,507

MATERIALS - 2.9%

Chemicals - 0.7%

America Rock Salt Co. LLC 9.5% 3/15/14

225,000

228,938

Bayer AG:

4.044% 4/10/10 (i)

EUR

50,000

67,629

5.625% 5/23/18

GBP

50,000

94,449

Huntsman LLC 11.625% 10/15/10

182,000

195,195

JohnsonDiversey Holdings, Inc. 10.67% 5/15/13

235,000

242,050

MacDermid, Inc. 9.5% 4/15/17 (g)

40,000

40,200

Momentive Performance Materials, Inc.:

9.75% 12/1/14 (g)

230,000

230,575

10.125% 12/1/14 pay-in-kind (g)

250,000

249,375

11.5% 12/1/16 (g)

630,000

634,725

Phibro Animal Health Corp. 10% 8/1/13 (g)

35,000

36,575

SABIC Europe BV 4.5% 11/28/13

EUR

50,000

64,117

Sterling Chemicals, Inc. 10.25% 4/1/15 (g)

90,000

93,150

2,176,978

Construction Materials - 0.0%

Imerys 5% 4/18/17

EUR

50,000

65,437

Containers & Packaging - 0.5%

AEP Industries, Inc. 7.875% 3/15/13

40,000

40,000

Principal Amount (d)

Value

BWAY Corp. 10% 10/15/10

$ 90,000

$ 93,263

Constar International, Inc. 11% 12/1/12

170,000

160,650

Crown Cork & Seal, Inc.:

7.5% 12/15/96

160,000

134,400

8% 4/15/23

235,000

230,300

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

105,000

101,850

8.25% 5/15/13

195,000

201,825

8.75% 11/15/12

55,000

57,613

8.875% 2/15/09

36,000

36,450

Tekni-Plex, Inc. 10.875% 8/15/12

60,000

67,050

Vitro SAB de CV:

8.625% 2/1/12 (g)

450,000

456,750

9.125% 2/1/17 (g)

120,000

122,850

1,703,001

Metals & Mining - 1.6%

Aleris International, Inc. 9% 12/15/14 (g)

150,000

151,500

CAP SA 7.375% 9/15/36 (g)

100,000

99,532

Compass Minerals International, Inc. 0% 6/1/13 (e)

360,000

358,200

Corporacion Nacional del Cobre (Codelco) 6.15% 10/24/36 (g)

575,000

570,076

CSN Islands VIII Corp. 9.75% 12/16/13 (g)

315,000

353,588

Evraz Group SA (Reg. S) 8.25% 11/10/15

300,000

306,750

Evraz Securities SA 10.875% 8/3/09

200,000

216,100

FMG Finance Property Ltd.:

10% 9/1/13 (g)

120,000

132,150

10.625% 9/1/16 (g)

120,000

141,150

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

370,000

378,325

8.25% 4/1/15

220,000

231,550

8.375% 4/1/17

615,000

654,975

8.5463% 4/1/15 (i)

365,000

383,250

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

70,000

73,500

Gerdau SA 8.875% (g)

125,000

131,250

International Steel Group, Inc. 6.5% 4/15/14

445,000

461,688

Ispat Inland ULC 9.75% 4/1/14

20,000

22,000

PNA Intermediate Holding Corp. 12.36% 2/15/13 pay-in-kind (g)(i)

90,000

90,900

RathGibson, Inc. 11.25% 2/15/14

305,000

321,013

5,077,497

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - 0.1%

Glatfelter 7.125% 5/1/16

$ 40,000

$ 39,800

NewPage Corp. 11.6063% 5/1/12 (i)

90,000

98,550

138,350

TOTAL MATERIALS

9,161,263

TELECOMMUNICATION SERVICES - 4.3%

Diversified Telecommunication Services - 3.1%

British Telecommunications plc 5.25% 6/23/14

EUR

50,000

67,543

Citizens Communications Co.:

7.875% 1/15/27

200,000

200,750

9% 8/15/31

500,000

515,000

Deutsche Telekom International Finance BV 4.5% 10/25/13

EUR

35,000

45,569

Embarq Corp.:

7.082% 6/1/16

55,000

55,308

7.995% 6/1/36

898,000

911,348

Eschelon Operating Co. 8.375% 3/15/10

132,000

127,545

Intelsat Ltd.:

9.25% 6/15/16

120,000

126,900

11.25% 6/15/16

475,000

532,000

Level 3 Financing, Inc.:

8.75% 2/15/17 (g)

460,000

453,675

12.25% 3/15/13

490,000

561,050

MobiFon Holdings BV 12.5% 7/31/10

280,000

298,200

Nordic Telephone Co. Holdings ApS 8.875% 5/1/16 (g)

285,000

303,525

NTL Cable PLC:

8.75% 4/15/14

245,000

252,963

9.125% 8/15/16

175,000

183,750

PT Indosat International Finance Co. BV 7.125% 6/22/12 (g)

90,000

90,675

Qwest Capital Funding, Inc.:

7.625% 8/3/21

25,000

23,500

7.75% 2/15/31

25,000

24,125

Qwest Corp.:

7.5% 10/1/14

50,000

51,125

7.875% 9/1/11

320,000

333,600

8.61% 6/15/13 (i)

350,000

383,250

8.875% 3/15/12

1,370,000

1,476,175

Telecom Egypt SAE:

9.672% 2/4/10 (i)

EGP

196,300

34,070

10.95% 2/4/10

EGP

196,300

35,105

Telefonica de Argentina SA 9.125% 11/7/10

185,000

195,175

Principal Amount (d)

Value

Telenet Group Holding NV 0% 6/15/14 (e)(g)

$ 363,000

$ 342,128

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

20,000

18,000

6.875% 7/15/28

120,000

104,850

U.S. West Communications:

6.875% 9/15/33

1,615,000

1,518,100

7.2% 11/10/26

5,000

5,063

7.25% 9/15/25

35,000

34,913

7.25% 10/15/35

155,000

149,381

7.5% 6/15/23

25,000

24,875

Wind Acquisition Finance SA 10.75% 12/1/15 (g)

365,000

419,750

9,898,986

Wireless Telecommunication Services - 1.2%

American Tower Corp. 7.125% 10/15/12

685,000

700,413

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

440,000

471,900

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14

270,000

276,075

Digicel Ltd. 9.25% 9/1/12 (g)

300,000

315,375

MetroPCS Wireless, Inc. 9.25% 11/1/14 (g)

300,000

309,000

Millicom International Cellular SA 10% 12/1/13

480,000

520,200

Mobile Telesystems Finance SA 8.375% 10/14/10 (g)

375,000

391,125

Pakistan Mobile Communications Ltd. 8.625% 11/13/13 (g)

200,000

204,500

Telecom Personal SA 9.25% 12/22/10 (g)

460,000

483,575

3,672,163

TOTAL TELECOMMUNICATION SERVICES

13,571,149

UTILITIES - 1.0%

Electric Utilities - 0.6%

Abu Dhabi National Energy Co. Pjsc 4.375% 10/28/13

EUR

50,000

64,760

AES Gener SA 7.5% 3/25/14

200,000

208,000

Chivor SA E.S.P. 9.75% 12/30/14 (g)

200,000

227,000

Compania de Transporte de Energia Electica de Alta Tension Transener SA 8.875% 12/15/16 (g)

185,000

184,075

Edison Mission Energy:

7.5% 6/15/13

380,000

376,200

7.75% 6/15/16

190,000

188,338

National Power Corp. 6.875% 11/2/16 (g)

100,000

99,500

Corporate Bonds - continued

Principal Amount (d)

Value

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Reliant Energy, Inc.:

7.625% 6/15/14

$ 270,000

$ 263,250

7.875% 6/15/17

220,000

214,500

1,825,623

Gas Utilities - 0.3%

Southern Natural Gas Co.:

7.35% 2/15/31

190,000

199,500

8% 3/1/32

410,000

459,200

Transportadora de Gas del Sur SA 7.875% 5/14/17 (g)

255,000

244,481

903,181

Independent Power Producers & Energy Traders - 0.1%

Enron Corp. 7.625% 9/10/04 (c)

400,000

116,000

Tenaska Alabama Partners LP 7% 6/30/21 (g)

94,269

96,154

212,154

Multi-Utilities - 0.0%

Aquila, Inc. 14.875% 7/1/12

120,000

151,800

Utilicorp United, Inc. 9.95% 2/1/11 (i)

3,000

3,210

155,010

TOTAL UTILITIES

3,095,968

TOTAL NONCONVERTIBLE BONDS

86,726,195

TOTAL CORPORATE BONDS

(Cost $86,437,038)

87,436,910

U.S. Government and Government Agency Obligations - 22.0%

U.S. Government Agency Obligations - 9.9%

Fannie Mae:

3.25% 1/15/08

3,800,000

3,757,562

3.25% 2/15/09

4,556,000

4,417,397

4.125% 5/15/10

700,000

680,143

4.25% 5/15/09

40,000

39,345

4.625% 10/15/13

250,000

240,208

4.75% 12/15/10

7,156,000

7,055,229

4.875% 4/15/09

652,000

648,286

5.125% 9/2/08

950,000

948,325

5.375% 6/12/17

1,106,000

1,097,245

6% 5/15/11

580,000

595,263

6.375% 6/15/09

30,000

30,654

6.625% 9/15/09

265,000

272,801

7.25% 1/15/10

827,000

866,774

Freddie Mac:

3.625% 9/15/08

2,912,000

2,856,617

Principal Amount (d)

Value

4% 8/17/07

$ 58,000

$ 57,896

4.125% 10/18/10

2,050,000

1,983,929

4.75% 3/5/09

3,468,000

3,441,990

4.75% 3/5/12

750,000

733,953

5% 6/11/09

1,000,000

996,250

5.125% 4/18/11

250,000

249,063

5.25% 7/18/11

5,000

5,000

5.75% 3/15/09

500,000

504,182

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

31,478,112

U.S. Treasury Inflation Protected Obligations - 0.6%

U.S. Treasury Inflation-Indexed Notes:

1.875% 7/15/13

799,946

767,055

2% 1/15/14

55,918

53,726

2.375% 4/15/11

728,763

720,577

2.5% 7/15/16

409,288

404,858

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

1,946,216

U.S. Treasury Obligations - 11.5%

U.S. Treasury Bonds:

4.75% 2/15/37

250,000

235,723

6.125% 8/15/29

5,221,000

5,856,495

6.25% 8/15/23

4,200,000

4,663,642

U.S. Treasury Notes:

4.5% 11/15/15

8,350,000

8,053,834

4.5% 5/15/17

1,000,000

958,750

4.625% 11/15/16

1,400,000

1,356,797

4.75% 2/28/09

1,800,000

1,794,515

4.75% 5/31/12 (m)

9,668,000

9,592,454

4.875% 4/30/08

2,420,000

2,416,786

5% 7/31/08

1,740,000

1,739,457

TOTAL U.S. TREASURY OBLIGATIONS

36,668,453

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $71,025,773)

70,092,781

U.S. Government Agency - Mortgage Securities - 6.3%

Fannie Mae - 4.2%

3.585% 9/1/33 (i)

45,726

44,921

3.72% 6/1/33 (i)

142,383

142,053

3.75% 4/1/34 (i)

132,021

129,763

3.783% 6/1/33 (i)

170,843

171,197

3.902% 5/1/34 (i)

68,270

67,270

3.91% 5/1/33 (i)

46,068

46,358

3.918% 9/1/33 (i)

130,841

129,744

3.944% 5/1/34 (i)

52,929

52,154

3.962% 9/1/33 (i)

94,978

93,923

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (d)

Value

Fannie Mae - continued

3.998% 4/1/34 (i)

$ 136,847

$ 134,982

4% 9/1/13 to 10/1/20

296,911

277,096

4.003% 8/1/33 (i)

65,889

65,070

4.031% 3/1/34 (i)

247,738

244,551

4.036% 6/1/34 (i)

98,302

96,901

4.068% 3/1/35 (i)

179,241

177,551

4.12% 4/1/34 (i)

162,758

160,936

4.126% 5/1/34 (i)

130,254

128,825

4.188% 11/1/34 (i)

130,023

130,601

4.205% 6/1/34 (i)

106,691

105,335

4.288% 6/1/34 (i)

117,390

116,373

4.355% 10/1/19 (i)

12,755

12,585

4.4% 8/1/34 (i)

309,717

311,037

4.419% 8/1/34 (i)

294,771

291,629

4.482% 1/1/35 (i)

72,571

71,564

4.484% 12/1/34 (i)

6,463

6,381

4.485% 11/1/33 (i)

15,027

14,955

4.5% 5/1/18 to 9/1/18

99,743

95,042

4.638% 8/1/35 (i)

75,437

75,108

4.655% 10/1/34 (i)

41,137

40,779

4.688% 2/1/35 (i)

199,321

197,132

4.733% 12/1/35 (i)

441,223

438,481

4.784% 12/1/35 (i)

45,757

45,679

4.79% 6/1/35 (i)

71,193

70,323

4.799% 4/1/35 (i)

119,053

119,174

4.8% 7/1/35 (i)

56,254

55,523

4.809% 1/1/36 (i)

264,193

261,465

4.812% 11/1/35 (i)

101,476

101,749

4.848% 7/1/35 (i)

120,662

119,202

4.878% 7/1/34 (i)

58,990

58,758

4.883% 10/1/35 (i)

17,815

17,769

4.893% 5/1/35 (i)

17,223

17,041

4.896% 11/1/35 (i)

106,493

106,415

5% 6/1/14 to 1/1/19

1,293,303

1,254,864

5.004% 2/1/34 (i)

101,432

100,259

5.016% 5/1/35 (i)

135,588

134,580

5.047% 12/1/32 (i)

88,974

88,598

5.102% 10/1/35 (i)

92,604

91,767

5.108% 10/1/35 (i)

45,620

45,222

5.114% 1/1/36 (i)

180,250

178,654

5.135% 7/1/34 (i)

23,364

23,336

5.136% 8/1/36 (i)

310,948

311,277

5.152% 7/1/35 (i)

175,129

174,059

5.167% 3/1/36 (i)

141,004

140,306

5.26% 5/1/35 (i)

56,714

56,516

5.263% 11/1/36 (i)

22,949

23,002

5.273% 4/1/36 (i)

56,153

56,641

5.311% 3/1/36 (i)

373,171

371,817

5.365% 2/1/36 (i)

100,730

100,987

5.371% 2/1/36 (i)

17,576

17,622

5.379% 12/1/36 (i)

36,908

36,833

Principal Amount (d)

Value

5.394% 7/1/35 (i)

$ 26,695

$ 26,645

5.407% 2/1/37 (i)

37,703

37,672

5.439% 2/1/37 (i)

186,045

186,353

5.483% 6/1/47 (i)

30,000

30,055

5.5% 12/1/13 to 9/1/19

1,334,304

1,319,910

5.533% 11/1/36 (i)

43,620

43,771

5.612% 2/1/36 (i)

45,771

45,852

5.668% 4/1/36 (i)

149,969

150,316

5.672% 6/1/36 (i)

100,766

101,041

5.672% 4/1/37 (i)

172,017

172,851

5.755% 4/1/36 (i)

80,895

81,173

5.797% 3/1/36 (i)

112,509

112,993

5.807% 5/1/36 (i)

34,603

34,792

5.816% 1/1/36 (i)

33,963

34,015

5.834% 3/1/36 (i)

74,257

74,613

5.839% 5/1/36 (i)

235,918

237,162

5.847% 6/1/35 (i)

135,073

135,747

5.895% 12/1/36 (i)

61,531

61,802

5.925% 6/1/36 (i)

906,482

912,191

5.937% 6/1/36 (i)

223,814

225,276

5.946% 5/1/36 (i)

106,263

107,020

6% 5/1/12 to 9/1/19

145,623

146,479

6.044% 4/1/36 (i)

612,908

618,175

6.226% 3/1/37 (i)

19,997

20,158

6.5% 12/1/08 to 7/1/26

108,709

110,395

7.5% 5/1/37

49,390

51,146

TOTAL FANNIE MAE

13,327,338

Freddie Mac - 2.1%

3.378% 7/1/33 (i)

95,442

94,565

4% 5/1/19 to 11/1/20

299,778

277,990

4.004% 5/1/33 (i)

216,670

216,232

4.179% 1/1/35 (i)

207,221

205,350

4.5% 2/1/18 to 8/1/33

233,119

220,767

4.569% 6/1/33 (i)

67,888

67,866

4.663% 2/1/35 (i)

514,999

506,953

4.701% 9/1/36 (i)

39,944

39,712

4.705% 9/1/35 (i)

212,450

211,683

4.794% 2/1/36 (i)

18,535

18,217

4.842% 5/1/35 (i)

484,675

477,864

4.873% 10/1/35 (i)

85,000

85,031

4.924% 10/1/36 (i)

187,166

186,610

5% 7/1/18 to 7/1/19

342,719

332,519

5.013% 7/1/35 (i)

210,000

208,284

5.021% 4/1/35 (i)

4,704

4,608

5.126% 7/1/35 (i)

51,385

50,876

5.362% 3/1/37 (i)

30,000

29,883

5.489% 2/1/37 (i)

157,806

156,704

5.498% 1/1/36 (i)

43,363

43,197

5.5% 8/1/14 to 11/1/19

297,816

293,849

5.586% 3/1/36 (i)

253,294

252,775

5.625% 5/1/37 (i)

134,983

133,473

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (d)

Value

Freddie Mac - continued

5.673% 8/1/36 (i)

$ 275,000

$ 274,707

5.732% 4/1/36 (i)

657,409

657,824

5.806% 5/1/37 (i)

320,000

320,447

5.858% 5/1/37 (i)

30,000

30,118

5.863% 5/1/37 (i)

190,000

190,494

6% 10/1/16 to 2/1/19

146,026

146,854

6.084% 2/1/37 (i)

300,000

301,913

6.157% 12/1/36 (i)

329,305

331,061

6.5% 12/1/14 to 3/1/22

398,935

406,264

TOTAL FREDDIE MAC

6,774,690

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $20,174,745)

20,102,028

Collateralized Mortgage Obligations - 2.0%

U.S. Government Agency - 2.0%

Fannie Mae planned amortization class Series 2002-83 Class ME, 5% 12/25/17

450,000

435,276

Fannie Mae Grantor Trust sequential payer Series 2005-93 Class HD, 4.5% 11/25/19

14,712

14,239

Fannie Mae subordinate REMIC pass-thru certificates:

floater Series 2005-45 Class XA, 5.66% 6/25/35 (i)

692,909

692,223

planned amortization class:

Series 2002-11 Class UC, 6% 3/25/17

153,329

154,387

Series 2003-113:

Class PD, 4% 2/25/17

260,000

245,769

Class PE, 4% 11/25/18

80,000

71,596

Series 2003-70 Class BJ, 5% 7/25/33

45,000

41,078

Series 2003-85 Class GD, 4.5% 9/25/18

60,000

56,778

Series 2004-80 Class LD, 4% 1/25/19

100,000

93,456

Series 2004-81:

Class KC, 4.5% 4/25/17

70,000

68,245

Class KD, 4.5% 7/25/18

165,000

157,350

Series 2006-4 Class PB, 6% 9/25/35

315,000

314,980

sequential payer:

Series 2002-58 Class HC, 5.5% 9/25/17

720

717

Series 2003-18 Class EY, 5% 6/25/17

189,862

186,819

Principal Amount (d)

Value

Series 2004-95 Class AN, 5.5% 1/25/25

$ 127,500

$ 126,378

Series 2005-117, Class JN, 4.5% 1/25/36

40,000

34,291

Series 2005-47 Class AK, 5% 6/25/20

370,000

352,545

Freddie Mac planned amortization class Series 2115 Class PE, 6% 1/15/14

10,223

10,257

Freddie Mac Multi-class participation certificates guaranteed:

floater Series 2630 Class FL, 5.82% 6/15/18 (i)

4,163

4,212

planned amortization class:

Series 2378 Class PE, 5.5% 11/15/16

173,104

172,727

Series 2622 Class PE, 4.5% 5/15/18

475,000

450,171

Series 2628 Class OP, 3.5% 11/15/13

94,519

93,717

Series 2649 Class TQ, 3.5% 12/15/21

59,441

58,952

Series 2695 Class DG, 4% 10/15/18

220,000

200,482

Series 2773 Class EG, 4.5% 4/15/19

725,000

682,571

Series 2831 Class PB, 5% 7/15/19

200,000

192,427

Series 2996 Class MK, 5.5% 6/15/35

46,267

45,978

Series 3013 Class AF, 5.57% 5/15/35 (i)

839,365

838,805

sequential payer:

Series 2570 Class CU, 4.5% 7/15/17

19,040

18,521

Series 2572 Class HK, 4% 2/15/17

28,187

27,250

Series 2617 Class GW, 3.5% 6/15/16

28,369

27,830

Series 2685 Class ND, 4% 10/15/18

85,000

75,699

Series 2773 Class TA, 4% 11/15/17

159,895

153,042

Series 2849 Class AL, 5% 5/15/18

78,355

76,566

Series 2860 Class CP, 4% 10/15/17

27,707

26,832

Series 2937 Class HJ, 5% 10/15/19

91,729

89,958

Series 2863 Class DB, 4% 9/15/14

13,186

12,433

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $6,335,550)

6,304,557

Commercial Mortgage Securities - 0.0%

Principal Amount (d)

Value

Canary Wharf Finance II plc Series 3MUK Class C2, 6.2244% 10/22/37 (i)
(Cost $98,550)

GBP

50,000

$ 100,375

Foreign Government and Government Agency Obligations - 20.1%

Arab Republic 8.6002% 10/9/07

EGP

250,000

43,099

Argentine Republic:

discount (with partial capitalization through 12/31/13) 8.28% 12/31/33

$ 534,040

520,956

5.475% 8/3/12 (i)

765,000

726,737

7% 3/28/11

590,000

575,807

7% 9/12/13

1,105,000

1,028,233

10.4173% 3/5/08 (i)

ARS

359,530

116,826

Brazilian Federative Republic:

6% 9/15/13

216,667

216,450

7.125% 1/20/37

270,000

292,680

8.25% 1/20/34

280,000

344,400

8.75% 2/4/25

255,000

317,475

10% 1/1/10

BRL

204,000

104,132

11% 8/17/40

1,160,000

1,521,920

12.25% 3/6/30

495,000

839,025

12.75% 1/15/20

335,000

519,250

Bulgarian Republic 8.25% 1/15/15 (Reg. S)

15,000

17,269

Canadian Government:

4% 6/1/17

CAD

1,400,000

1,256,813

4.5% 9/1/07

CAD

900,000

844,517

5.25% 6/1/12

CAD

3,250,000

3,143,065

5.5% 6/1/09

CAD

1,420,000

1,355,149

5.75% 6/1/29

CAD

500,000

548,904

Central Bank of Nigeria promissory note 5.092% 1/5/10

152,169

146,551

Colombian Republic:

7.375% 9/18/37

505,000

562,318

11.75% 2/25/20

115,000

169,338

Dominican Republic:

Brady 6.3125% 8/30/09 (i)

64,573

64,637

6.25% 8/30/24 (i)

750,000

748,875

9.04% 1/23/18 (g)

240,455

272,075

9.5% 9/27/11

212,433

225,498

Ecuador Republic:

10% 8/15/30 (Reg. S)

530,000

434,600

euro par 5% 2/28/25

76,000

54,340

Finnish Government 3.875% 9/15/17

EUR

3,100,000

3,942,549

French Republic:

3% 1/12/10

EUR

50,000

65,281

3.5% 7/12/11

EUR

4,675,000

6,088,169

3.75% 4/25/17

EUR

3,890,000

4,910,041

4% 4/25/55

EUR

100,000

117,635

5.5% 4/25/29

EUR

60,000

89,376

Principal Amount (d)

Value

German Federal Republic:

3.75% 12/12/08

EUR

150,000

$ 200,980

4% 4/13/12

EUR

130,000

171,983

Indonesian Republic:

6.625% 2/17/37 (g)

$ 300,000

288,000

6.75% 3/10/14

165,000

168,300

Islamic Republic of Pakistan:

6.75% 2/19/09

65,000

65,000

7.125% 3/31/16 (g)

100,000

99,000

Japan Government:

0.5751% 9/3/07

JPY

150,000,000

1,216,588

0.78% 7/20/20 (i)

JPY

50,000,000

379,466

0.9% 11/20/20 (i)

JPY

50,000,000

388,072

1.4% 3/21/11

JPY

160,000,000

1,304,410

1.5% 3/20/14

JPY

95,000,000

764,358

1.8% 3/20/16

JPY

170,000,000

1,380,829

2.4% 12/20/34

JPY

130,000,000

1,047,726

Real Return Bond 1.1% 12/10/16

JPY

124,250,000

996,038

Lebanese Republic:

7.125% 3/5/10

40,000

38,600

7.875% 5/20/11 (Reg. S)

255,000

246,075

8.625% 6/20/13

75,000

73,500

8.63% 11/30/09 (g)(i)

115,000

114,281

8.63% 11/30/09 (i)

435,000

432,281

Peruvian Republic:

6.1425% 3/7/27 (i)

70,000

69,818

euro Brady past due interest 6.125% 3/7/17 (i)

485,450

485,450

Philippine Republic:

8.25% 1/15/14

420,000

459,396

8.875% 3/17/15

215,000

245,917

9% 2/15/13

330,000

369,204

9.5% 2/2/30

80,000

104,304

9.875% 1/15/19

345,000

435,563

10.625% 3/16/25

205,000

285,729

Polish Government 5% 10/19/15

15,000

14,192

Republic of Fiji 6.875% 9/13/11

100,000

94,000

Republic of Hungary 4.75% 2/3/15

15,000

14,062

Republic of Serbia 3.75% 11/1/24 (f)(g)

165,000

155,719

Russian Federation:

7.5% 3/31/30 (Reg. S)

2,582,025

2,843,455

12.75% 6/24/28 (Reg. S)

410,000

724,675

South African Republic 6.5% 6/2/14

15,000

15,506

Turkish Republic:

Indexed Linked CPI 10% 2/15/12

TRY

134,810

105,479

6.875% 3/17/36

435,000

412,706

Foreign Government and Government Agency Obligations - continued

Principal Amount (d)

Value

Turkish Republic: - continued

7% 9/26/16

$ 800,000

$ 809,600

7.375% 2/5/25

295,000

302,965

11% 1/14/13

670,000

804,335

11.875% 1/15/30

415,000

636,506

Ukraine Cabinet of Ministers 6.58% 11/21/16 (g)

650,000

646,607

United Kingdom, Great Britain & Northern Ireland:

4.25% 6/7/32

GBP

50,000

90,710

4.25% 3/7/36

GBP

635,000

1,160,776

4.75% 9/7/15

GBP

840,000

1,600,878

5% 3/7/08

GBP

260,000

519,903

5% 9/7/14

GBP

581,000

1,124,810

5% 3/7/25

GBP

600,000

1,181,980

8% 6/7/21

GBP

675,000

1,704,677

United Mexican States:

6.75% 9/27/34

80,000

85,400

7.5% 4/8/33

370,000

429,200

8.3% 8/15/31

675,000

847,969

9% 12/20/12

MXN

1,085,000

106,240

Uruguay Republic:

5% 9/14/18

UYU

2,089,618

98,256

8% 11/18/22

318,878

358,738

Venezuelan Republic:

6% 12/9/20

165,000

133,650

6.355% 4/20/11 (i)

470,000

454,960

7.65% 4/21/25

430,000

390,225

8.5% 10/8/14

200,000

203,000

9.25% 9/15/27

495,000

516,038

9.375% 1/13/34

225,000

235,688

10.75% 9/19/13

455,000

507,325

13.625% 8/15/18

321,000

439,770

Vietnamese Socialist Republic Brady par 4% 3/12/28 (f)

90,000

75,150

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $62,699,358)

63,900,008

Supranational Obligations - 0.2%

European Investment Bank:

4% 10/15/37

EUR

100,000

117,859

4.75% 10/15/17

EUR

325,000

439,217

Inter-American Development Bank 6.625% 4/17/17

PEN

400,000

133,410

TOTAL SUPRANATIONAL OBLIGATIONS

(Cost $687,221)

690,486

Common Stocks - 0.4%

Shares

Value

CONSUMER DISCRETIONARY - 0.2%

Auto Components - 0.0%

Intermet Corp. (a)(k)

6,092

$ 11,027

Diversified Consumer Services - 0.1%

Coinmach Service Corp. unit

13,000

258,310

Hotels, Restaurants & Leisure - 0.1%

Centerplate, Inc. unit

10,000

175,500

TOTAL CONSUMER DISCRETIONARY

444,837

INDUSTRIALS - 0.2%

Airlines - 0.2%

Delta Air Lines, Inc. (a)

29,356

578,313

Northwest Airlines Corp. (a)

6,799

150,938

729,251

UTILITIES - 0.0%

Electric Utilities - 0.0%

Portland General Electric Co.

140

3,842

TOTAL COMMON STOCKS

(Cost $1,001,856)

1,177,930

Preferred Stocks - 0.1%

Convertible Preferred Stocks - 0.0%

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

300

15,036

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Spanish Broadcasting System, Inc. Class B, 10.75%

68

73,780

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Rural Cellular Corp. 12.25% pay-in-kind

255

311,100

TOTAL NONCONVERTIBLE PREFERRED STOCKS

384,880

TOTAL PREFERRED STOCKS

(Cost $360,931)

399,916

Floating Rate Loans - 4.6%

Principal Amount (d)

Value

CONSUMER DISCRETIONARY - 1.5%

Auto Components - 0.2%

Dana Corp. term loan 7.88% 4/13/08 (i)

$ 140,000

$ 139,825

Delphi Corp. term loan 8.125% 12/31/07 (i)

120,000

120,000

Lear Corp. term loan 7.832% 4/25/12 (i)

129,610

127,342

The Goodyear Tire & Rubber Co. Tranche 3, term loan 8.82% 3/1/11 (i)

190,000

190,000

577,167

Automobiles - 0.5%

AM General LLC:

Tranche B, term loan 8.38% 9/30/13 (i)

196,452

197,434

8.32% 9/30/12 (i)

6,774

6,808

Ford Motor Co. term loan 8.36% 12/15/13 (i)

1,263,650

1,265,230

General Motors Corp. term loan 7.725% 11/29/13 (i)

59,850

60,000

1,529,472

Diversified Consumer Services - 0.1%

Affinion Group Holdings, Inc. term loan 11.6596% 3/1/12 (i)

220,000

217,800

Hotels, Restaurants & Leisure - 0.0%

Green Valley Ranch Gaming LLC Tranche 1LN, term loan 7.36% 2/16/14 (i)

19,223

19,247

OSI Restaurant Partners, Inc.:

term loan 7.625% 6/14/14 (i)

36,992

37,039

7.61% 6/14/13 (i)

3,008

3,011

Six Flags, Inc. Tranche B, term loan 7.61% 4/30/15 (i)

50,000

49,375

108,672

Household Durables - 0.0%

Yankee Candle Co., Inc. term loan 7.36% 2/6/14 (i)

19,950

20,000

Media - 0.3%

Advanstar, Inc. Tranche 2LN, term loan 10.32% 11/30/14 (i)

30,000

30,000

Charter Communications Operating LLC Tranche B 1LN, term loan:

7.32% 3/6/14 (i)

306,000

302,940

7.36% 3/6/14 (i)

220,000

217,800

CSC Holdings, Inc. Tranche B, term loan 7.07% 3/29/13 (i)

306,900

306,516

Discovery Communications, Inc. term loan 7.36% 5/14/14 (i)

70,000

70,219

Principal Amount (d)

Value

Riverdeep Interactive Learning USA, Inc. term loan:

8.11% 12/20/13 (i)

$ 59,749

$ 59,824

12.06% 12/21/07 (i)

60,566

60,490

1,047,789

Multiline Retail - 0.0%

Neiman Marcus Group, Inc. term loan 7.3577% 4/6/13 (i)

103,291

103,291

Specialty Retail - 0.3%

Claire's Stores, Inc. term loan 8.11% 5/29/14 (i)

270,000

263,250

Michaels Stores, Inc. term loan 7.625% 10/31/13 (i)

290,000

285,650

Sally Holdings LLC Tranche B, term loan 7.86% 11/16/13 (i)

49,625

49,997

Toys 'R' US, Inc. term loan 8.32% 12/9/08 (i)

290,000

291,450

890,347

Textiles, Apparel & Luxury Goods - 0.1%

Hanesbrands, Inc.:

term loan 9.105% 3/5/14 (i)

90,000

91,463

Tranche B 1LN, term loan 7.105% 9/5/13 (i)

250,039

250,977

342,440

TOTAL CONSUMER DISCRETIONARY

4,836,978

CONSUMER STAPLES - 0.1%

Beverages - 0.0%

Constellation Brands, Inc. Tranche B, term loan 6.875% 6/5/13 (i)

66,667

66,833

Food & Staples Retailing - 0.0%

Rite Aid Corp. Tranche ABL, term loan 7.07% 6/4/14 (i)

160,000

160,000

Household Products - 0.1%

Spectrum Brands, Inc.:

Tranche B1, term loan 9.3449% 3/30/13 (i)

171,095

171,095

Tranche B2, term loan 9.32% 3/30/13 (i)

30,447

30,447

9.17% 3/30/13 (i)

8,458

8,479

210,021

TOTAL CONSUMER STAPLES

436,854

ENERGY - 0.2%

Energy Equipment & Services - 0.0%

Compagnie Generale de Geophysique SA term loan 7.36% 1/12/14 (i)

35,800

35,979

Oil, Gas & Consumable Fuels - 0.2%

Coffeyville Resources LLC:

Credit-Linked Deposit 8.2494% 12/28/13 (i)

27,568

27,705

Floating Rate Loans - continued

Principal Amount (d)

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Coffeyville Resources LLC: - continued

Tranche D, term loan 8.3495% 12/28/13 (i)

$ 142,076

$ 142,787

Helix Energy Solutions Group, Inc. term loan 7.3297% 7/1/13 (i)

79,396

79,595

Sandridge Energy, Inc. term loan 8.625% 4/1/15

230,000

234,888

Targa Resources, Inc./Targa Resources Finance Corp.:

Credit-Linked Deposit 7.235% 10/31/12 (i)

29,032

29,032

term loan 7.3565% 10/31/12 (i)

118,851

118,851

Venoco, Inc. Tranche 2LN, term loan 9.36% 5/7/14 (i)

30,000

30,000

662,858

TOTAL ENERGY

698,837

FINANCIALS - 0.3%

Diversified Financial Services - 0.1%

The NASDAQ Stock Market, Inc.:

Tranche B, term loan 7.07% 4/18/12 (i)

174,391

174,391

Tranche C, term loan 7.07% 4/18/12 (i)

101,090

101,090

275,481

Real Estate Investment Trusts - 0.1%

Capital Automotive (REIT) Tranche B, term loan 7.07% 12/16/10 (i)

167,447

168,075

Real Estate Management & Development - 0.1%

Realogy Corp.:

Tranche B, term loan 8.35% 10/10/13 (i)

362,424

358,800

8.32% 10/10/13 (i)

97,576

96,600

455,400

TOTAL FINANCIALS

898,956

HEALTH CARE - 0.4%

Health Care Providers & Services - 0.4%

Community Health Systems, Inc.:

term loan 7.57% 6/28/14 (i)

356,489

356,489

Tranche DD, term loan 6/28/14 (i)(l)

23,511

23,511

HCA, Inc. Tranche B, term loan 7.61% 11/17/13 (i)

746,250

747,183

Health Management Associates, Inc. Tranche B, term loan 7.11% 2/28/14 (i)

59,850

59,775

1,186,958

Principal Amount (d)

Value

INDUSTRIALS - 0.4%

Aerospace & Defense - 0.1%

DeCrane Aircraft Holdings, Inc.:

Tranche 1LN, term loan 8.104% 2/21/13 (i)

$ 10,000

$ 10,050

Tranche 2LN, term loan 14.25% 2/21/14 (i)

20,000

20,200

Hawker Beechcraft Corp.:

term loan 7.35% 3/26/14 (i)

183,936

183,476

7.35% 3/26/14 (i)

15,603

15,564

Wesco Aircraft Hardware Corp.:

Tranche 1LN, term loan 7.61% 9/29/13 (i)

19,633

19,732

Tranche 2LN, term loan 11.11% 3/28/14 (i)

10,000

10,175

259,197

Commercial Services & Supplies - 0.1%

Allied Waste Industries, Inc.:

Credit-Linked Deposit 7.07% 3/28/14 (i)

28,504

28,576

term loan 7.1006% 3/28/14 (i)

52,453

52,584

Aramark Corp.:

term loan 7.36% 1/26/14 (i)

109,496

109,359

7.445% 1/26/14 (i)

8,559

8,549

Brand Energy & Infrastructure Services, Inc. Tranche 2LN, term loan 11.375% 2/7/15 (i)

40,000

40,150

239,218

Electrical Equipment - 0.0%

Baldor Electric Co. term loan 7.125% 1/31/14 (i)

25,248

25,311

Industrial Conglomerates - 0.0%

Walter Industries, Inc. term loan 7.097% 10/3/12 (i)

9,762

9,749

Machinery - 0.1%

Chart Industries, Inc. Tranche B, term loan 7.375% 10/17/12 (i)

8,889

8,900

Dresser, Inc.:

Tranche 2LN, term loan 11.11% 5/4/15 pay-in-kind (i)

230,000

232,875

Tranche B 1LN, term loan 7.86% 5/4/14 (i)

40,000

40,000

Navistar International Corp.:

term loan 8.6099% 1/19/12 (i)

124,667

125,290

Credit-Linked Deposit 8.5907% 1/19/12 (i)

45,333

45,560

452,625

Road & Rail - 0.0%

Laidlaw International, Inc. Tranche B, term loan 7.07% 7/31/13 (i)

39,700

39,750

Floating Rate Loans - continued

Principal Amount (d)

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.1%

Neff Corp. Tranche 2LN, term loan 8.895% 11/30/14 (i)

$ 50,000

$ 50,125

VWR Funding, Inc. term loan 7.86% 6/27/14 (i)

90,000

89,831

139,956

TOTAL INDUSTRIALS

1,165,806

INFORMATION TECHNOLOGY - 0.5%

IT Services - 0.2%

Affiliated Computer Services, Inc. Tranche B2, term loan 7.32% 3/20/13 (i)

188,100

188,335

SunGard Data Systems, Inc. term loan 7.3556% 2/28/14 (i)

539,340

540,014

728,349

Semiconductors & Semiconductor Equipment - 0.2%

Advanced Micro Devices, Inc. term loan 7.36% 12/31/13 (i)

169,355

169,144

Freescale Semiconductor, Inc. term loan 7.11% 12/1/13 (i)

268,650

263,949

433,093

Software - 0.1%

Kronos, Inc. Tranche 1LN, term loan 7.61% 6/11/14 (i)

230,000

229,138

Open Solutions, Inc. term loan 7.445% 1/23/14 (i)

19,954

19,954

249,092

TOTAL INFORMATION TECHNOLOGY

1,410,534

MATERIALS - 0.5%

Chemicals - 0.2%

Berry Plastics Group, Inc. term loan 11.61% 6/5/14 (i)

300,000

286,500

Celanese Holding LLC:

Revolving Credit-Linked Deposit 7.07% 4/2/13 (i)

12,308

12,308

term loan 7.0994% 4/2/14 (i)

67,692

67,692

Lyondell Chemical Co. term loan 6.8563% 8/16/13 (i)

248,125

247,815

Momentive Performance Materials, Inc. Tranche B1, term loan 7.625% 12/4/13 (i)

59,700

59,551

Solutia, Inc. Tranche B, term loan 8.36% 3/31/08 (i)

18,903

18,997

692,863

Principal Amount (d)

Value

Containers & Packaging - 0.1%

Berry Plastics Holding Corp. Tranche C, term loan 7.35% 4/3/15 (i)

$ 269,325

$ 267,305

Metals & Mining - 0.0%

Aleris International, Inc. term loan 7.375% 12/19/13 (i)

149,625

147,755

Paper & Forest Products - 0.2%

Georgia-Pacific Corp. Tranche B1, term loan 7.11% 12/23/12 (i)

561,450

561,450

TOTAL MATERIALS

1,669,373

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.3%

Intelsat Bermuda Ltd. term loan 7.855% 1/12/14 (i)

100,000

100,000

Level 3 Communications, Inc. term loan 7.605% 3/13/14 (i)

440,000

439,450

Paetec Communications, Inc. Tranche B, term loan 8.82% 2/28/13 (i)

29,925

29,962

Wind Telecomunicazioni SpA:

term loan 12.6088% 12/12/11 pay-in-kind (i)

186,582

186,541

Tranche 2, term loan 11.59% 3/21/15 (i)

140,000

142,100

Tranche B, term loan 7.84% 9/21/13 (i)

70,000

70,175

Tranche C, term loan 8.59% 9/21/14 (i)

70,000

70,175

1,038,403

Wireless Telecommunication Services - 0.1%

American Cellular Corp.:

term loan 3/15/14 (i)(l)

3,871

3,861

Tranche B, term loan 7.32% 3/15/14 (i)

36,039

35,994

Leap Wireless International, Inc. Tranche B, term loan 7.36% 6/16/13 (i)

39,600

39,600

MetroPCS Wireless, Inc. Tranche B, term loan 7.625% 11/3/13 (i)

79,400

79,499

158,954

TOTAL TELECOMMUNICATION SERVICES

1,197,357

UTILITIES - 0.3%

Independent Power Producers & Energy Traders - 0.3%

Boston Generating LLC:

Credit-Linked Deposit 7.485% 12/20/13 (i)

12,069

12,099

Tranche 1LN, revolver loan 7.485% 12/20/13 (i)

3,379

3,388

Tranche 2LN, term loan 9.61% 6/20/14 (i)

20,000

20,275

Floating Rate Loans - continued

Principal Amount (d)

Value

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

Boston Generating LLC: - continued

Tranche B 1LN, term loan 7.61% 12/20/13 (i)

$ 54,279

$ 54,415

Calpine Corp. Tranche D, term loan 7.61% 3/29/09 (i)

418,950

418,950

NRG Energy, Inc.:

term loan:

6/8/14 (i)(l)

91,924

91,465

7.07% 2/1/13 (i)

287,852

287,493

7.07% 2/1/13 (i)

119,502

119,352

1,007,437

TOTAL FLOATING RATE LOANS

(Cost $14,526,280)

14,509,090

Sovereign Loan Participations - 0.1%

Indonesian Republic loan participation:

- Citibank:

6.25% 3/28/13 (i)

40,682

40,275

6.25% 12/14/19 (i)

71,705

69,554

- Credit Suisse First Boston 6.25% 3/28/13 (i)

161,780

160,162

- Deutsche Bank 1.407% 3/28/13 (i)

JPY

2,258,837

17,286

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $273,073)

287,277

Fixed-Income Funds - 6.2%

Shares

Fidelity Floating Rate Central Fund (j)
(Cost $19,680,778)

195,466

19,634,560

Preferred Securities - 0.7%

Principal Amount (d)

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

Globo Comunicacoes e Participacoes SA 9.375%

$ 800,000

833,837

Net Servicos de Comunicacao SA 9.25% (g)

400,000

411,019

1,244,856

Principal Amount (d)

Value

ENERGY - 0.3%

Oil, Gas & Consumable Fuels - 0.3%

Pemex Project Funding Master Trust 7.75%

$ 1,008,000

$ 1,036,357

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

MUFG Capital Finance 2 Ltd. 4.85% (i)

50,000

64,943

TOTAL PREFERRED SECURITIES

(Cost $2,318,791)

2,346,156

Other - 0.0%

Delta Air Lines ALPA Claim (a)
(Cost $5,377)

470,000

28,200

Money Market Funds - 12.6%

Shares

Fidelity Cash Central Fund, 5.32% (b)
(Cost $40,250,559)

40,250,559

40,250,559

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $325,875,880)

327,260,833

NET OTHER ASSETS - (2.8)%

(8,943,728)

NET ASSETS - 100%

$ 318,317,105

Swap Agreements

Expiration Date

Notional Amount

Value

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed equal to 5.484% with Deutsche Bank

June 2010

$ 1,800,000

$ (4,223)

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.254% with Credit Suisse First Boston

June 2009

900,000

1,995

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.35% with Bank of America

April 2037

200,000

7,869

Swap Agreements - continued

Expiration Date

Notional Amount

Value

Interest Rate Swaps - continued

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.51% with Morgan Stanley, Inc.

June 2009

$ 1,300,000

$ (3,342)

Receive semi-annually a fixed rate equal to 4.8825% and pay quarterly a floating rate based on 3-month LIBOR with Bank of America

April 2010

1,050,000

13,590

Receive semi-annually a fixed rate equal to 5.364% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

July 2009

700,000

(39)

Receive semi-annually a fixed rate equal to 5.418% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

July 2010

1,450,000

751

Receive semi-annually a fixed rate equal to 5.467% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

July 2011

1,000,000

808

Receive semi-annually a fixed rate equal to 5.505% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

July 2012

2,000,000

1,129

Receive semi-annually a fixed rate equal to 5.706% and pay quarterly a floating rate based on 3-month LIBOR with Deutsche Bank

July 2017

1,300,000

3,754

Expiration Date

Notional Amount

Value

Receive semi-annually a fixed rate equal to 5.76% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

June 2016

$ 900,000

$ 7,649

Receive semi-annually a fixed rate equal to 5.79% and pay quarterly a floating rate based on 3-month LIBOR with Goldman Sachs

July 2016

200,000

2,135

$ 12,800,000

$ 32,076

Currency Abbreviations

ARS

-

Argentine peso

BRL

-

Brazilian real

CAD

-

Canadian dollar

EGP

-

Egyptian pound

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

MXN

-

Mexican peso

PEN

-

Peruvian new sol

RUB

-

Russian ruble

TRY

-

New Turkish Lira

UYU

-

Uruguay peso

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Non-income producing - Issuer is in default.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $27,663,093 or 8.7% of net assets.

(h) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

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

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,027 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Intermet Corp.

11/9/05

$ 115,372

(l) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $119,306 and $118,837, respectively. The coupon rate will be determined at time of settlement.

(m) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

$ 677,815

Fidelity Floating Rate Central Fund

507,911

Total

$ 1,185,726

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 Floating Rate Central Fund

$ 6,927,920

$ 12,774,734

$ -

$ 19,634,540

0.8%

Other Information

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

United States of America

72.3%

France

3.8%

Canada

3.0%

United Kingdom

2.7%

Japan

2.2%

Brazil

2.1%

Argentina

1.6%

Russia

1.3%

Venezuela

1.3%

Finland

1.2%

Mexico

1.0%

Turkey

1.0%

Others (individually less than 1%)

6.5%

100.0%

The information in the above table is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

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

Semiannual Report

VIP Strategic Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers
(cost $265,944,543)

$ 267,375,714

Fidelity Central Funds
(cost $59,931,337)

59,885,119

Total Investments
(cost $325,875,880)

$ 327,260,833

Cash

35,998

Foreign currency held at value
(cost $6,358)

6,382

Receivable for investments sold

736,860

Receivable for fund shares sold

461,512

Dividends receivable

1,860

Interest receivable

3,804,335

Distributions receivable from Fidelity Central Funds

281,451

Swap agreements, at value

32,076

Prepaid expenses

454

Total assets

332,621,761

Liabilities

Payable for investments purchased: Regular delivery

$ 4,217,358

Delayed delivery

9,608,097

Payable for fund shares redeemed

231,400

Accrued management fee

150,104

Distribution fees payable

1,244

Other affiliated payables

39,923

Other payables and accrued expenses

56,530

Total liabilities

14,304,656

Net Assets

$ 318,317,105

Net Assets consist of:

Paid in capital

$ 308,620,129

Undistributed net investment income

7,826,726

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

443,588

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,426,662

Net Assets

$ 318,317,105

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value
, offering price and redemption price per share ($123,962,655 ÷ 11,409,353 shares)

$ 10.87

Service Class:
Net Asset Value
, offering price and redemption price per share ($4,282,527 ÷ 395,180 shares)

$ 10.84

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($4,259,983 ÷ 393,523 shares)

$ 10.83

Investor Class:
Net Asset Value
, offering price and redemption price per share ($185,811,940 ÷ 17,126,413 shares)

$ 10.85

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

VIP Strategic Income Portfolio

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 220,384

Interest

7,078,327

Income from Fidelity Central Funds

1,185,726

Total income

8,484,437

Expenses

Management fee

$ 786,317

Transfer agent fees

147,929

Distribution fees

7,450

Accounting fees and expenses

57,555

Custodian fees and expenses

25,446

Independent trustees' compensation

406

Audit

32,983

Legal

328

Miscellaneous

37,492

Total expenses before reductions

1,095,906

Expense reductions

(3,507)

1,092,399

Net investment income

7,392,038

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

583,541

Foreign currency transactions

25,367

Swap agreements

(6,775)

Total net realized gain (loss)

602,133

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,933,253)

Assets and liabilities in foreign currencies

1,366

Swap agreements

32,076

Total change in net unrealized appreciation (depreciation)

(3,899,811)

Net gain (loss)

(3,297,678)

Net increase (decrease) in net assets resulting from operations

$ 4,094,360

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 7,392,038

$ 10,601,704

Net realized gain (loss)

602,133

881,056

Change in net unrealized appreciation (depreciation)

(3,899,811)

3,792,585

Net increase (decrease) in net assets resulting from operations

4,094,360

15,275,345

Distributions to shareholders from net investment income

-

(10,266,586)

Distributions to shareholders from net realized gain

(463,198)

(522,209)

Total distributions

(463,198)

(10,788,795)

Share transactions - net increase (decrease)

78,129,330

66,412,828

Total increase (decrease) in net assets

81,760,492

70,899,378

Net Assets

Beginning of period

236,556,613

165,657,235

End of period (including undistributed net investment income of $7,826,726 and undistributed net investment income of $434,688, respectively)

$ 318,317,105

$ 236,556,613

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

Semiannual Report

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.70

$ 10.40

$ 10.61

$ 10.00

$ 10.00

Income from Investment Operations

Net investment income E

.291

.579

.552

.510

.003

Net realized and unrealized gain (loss)

(.101)

.239

(.226)

.355

(.003)

Total from investment operations

.190

.818

.326

.865

-

Distributions from net investment income

-

(.493)

(.451)

(.245)

-

Distributions from net realized gain

(.020)

(.025)

(.085)

(.010)

-

Total distributions

(.020)

(.518)

(.536)

(.255)

-

Net asset value, end of period

$ 10.87

$ 10.70

$ 10.40

$ 10.61

$ 10.00

Total Return B, C, D

1.78%

7.87%

3.10%

8.66%

.00%

Ratios to Average Net Assets F, I

Expenses before reductions

.75% A

.74%

.75%

.85%

10.00% A

Expenses net of fee waivers, if any

.75% A

.74%

.75%

.85%

1.00% A

Expenses net of all reductions

.75% A

.74%

.75%

.84%

1.00% A

Net investment income

5.41% A

5.40%

5.19%

5.02%

1.36% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 123,963

$ 123,870

$ 135,352

$ 94,154

$ 3,001

Portfolio turnover rate G

74% A

83%

100%

78%

0%

AAnnualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown.E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period December 23, 2003 (commencement of operations) to December 31, 2003. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.68

$ 10.38

$ 10.59

$ 10.00

$ 10.00

Income from Investment Operations

Net investment income E

.285

.567

.541

.485

.003

Net realized and unrealized gain (loss)

(.105)

.241

(.225)

.355

(.003)

Total from investment operations

.180

.808

.316

.840

-

Distributions from net investment income

-

(.483)

(.441)

(.240)

-

Distributions from net realized gain

(.020)

(.025)

(.085)

(.010)

-

Total distributions

(.020)

(.508)

(.526)

(.250)

-

Net asset value, end of period

$ 10.84

$ 10.68

$ 10.38

$ 10.59

$ 10.00

Total Return B, C, D

1.69%

7.78%

3.01%

8.41%

.00%

Ratios to Average Net Assets F, I

Expenses before reductions

.85% A

.84%

.85%

1.15%

10.10% A

Expenses net of fee waivers, if any

.85% A

.84%

.85%

1.10%

1.10% A

Expenses net of all reductions

.85% A

.84%

.85%

1.10%

1.10% A

Net investment income

5.31% A

5.30%

5.09%

4.77%

1.26% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,283

$ 4,211

$ 3,907

$ 3,795

$ 3,501

Portfolio turnover rate G

74% A

83%

100%

78%

0%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period December 23, 2003 (commencement of operations) to December 31, 2003. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

VIP Strategic Income Portfolio

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.67

$ 10.38

$ 10.59

$ 10.00

$ 10.00

Income from Investment Operations

Net investment income E

.277

.551

.524

.469

.003

Net realized and unrealized gain (loss)

(.097)

.232

(.224)

.356

(.003)

Total from investment operations

.180

.783

.300

.825

-

Distributions from net investment income

-

(.468)

(.425)

(.225)

-

Distributions from net realized gain

(.020)

(.025)

(.085)

(.010)

-

Total distributions

(.020)

(.493)

(.510)

(.235)

-

Net asset value, end of period

$ 10.83

$ 10.67

$ 10.38

$ 10.59

$ 10.00

Total Return B, C, D

1.69%

7.54%

2.86%

8.26%

.00%

Ratios to Average Net Assets F, I

Expenses before reductions

1.00% A

.99%

1.00%

1.30%

10.25% A

Expenses net of fee waivers, if any

1.00% A

.99%

1.00%

1.25%

1.25% A

Expenses net of all reductions

1.00% A

.99%

1.00%

1.25%

1.25% A

Net investment income

5.16% A

5.15%

4.94%

4.62%

1.11% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,260

$ 4,192

$ 3,895

$ 3,789

$ 3,500

Portfolio turnover rate G

74% A

83%

100%

78%

0%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period December 23, 2003 (commencement of operations) to December 31, 2003. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.69

$ 10.39

$ 10.69

Income from Investment Operations

Net investment income E

.285

.570

.235

Net realized and unrealized gain (loss)

(.105)

.246

(.065)

Total from investment operations

.180

.816

.170

Distributions from net investment income

-

(.491)

(.450)

Distributions from net realized gain

(.020)

(.025)

(.020)

Total distributions

(.020)

(.516)

(.470)

Net asset value, end of period

$ 10.85

$ 10.69

$ 10.39

Total Return B, C, D

1.69%

7.85%

1.59%

Ratios to Average Net Assets F, I

Expenses before reductions

.83% A

.82%

.86% A

Expenses net of fee waivers, if any

.83% A

.82%

.85% A

Expenses net of all reductions

.82% A

.82%

.85% A

Net investment income

5.33% A

5.32%

5.09% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 185,812

$ 104,283

$ 22,502

Portfolio turnover rate G

74% A

83%

100%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Strategic Income Portfolio (the Fund) is a non-diversified fund of Variable Insurance Products Fund V (the trust) (formerly of Variable Insurance Products Fund IV) and is authorized to issue an unlimited number of shares. Effective April 19, 2007, the Board of Trustees approved an Agreement and Plan of Reorganization whereby the Fund reorganized into Variable Insurance Products Fund V effective June 29, 2007 (Trust Reorganization). The Trust Reorganization does not impact the Fund's investment strategies or Fidelity Management & Research Company's (FMR) management of the Fund. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Floating Rate Central Fund

Fidelity Management & Research Company, Inc. (FMRC)

Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.

Loans & Direct Debt Instruments,

Repurchase Agreements, Restricted Securities

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at advisor.fidelity.com. A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

VIP Strategic Income Portfolio

3. Significant Accounting Policies - continued

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

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

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

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 for processing shareholder transactions 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. The Fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and prepayment fees. These fees are recorded as Income in the accompanying financial statements.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. All legal and other expenses associated with the Trust Reorganization will be paid by FMR.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, defaulted bonds, market discount, partnerships (including allocations from Fidelity Central Funds), financing transactions, and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 5,252,415

Unrealized depreciation

(3,485,282)

Net unrealized appreciation (depreciation)

$ 1,767,133

Cost for federal income tax purposes

$ 325,493,700

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements".

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $82,752,564 and $41,446,616, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the Fund's average net assets.

VIP Strategic Income Portfolio

6. Fees and Other Transactions with Affiliates - continued

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

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

Service Class

$ 2,136

Service Class 2

5,314

$ 7,450

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .14% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 42,766

Service Class

1,411

Service Class 2

1,403

Investor Class

102,349

$ 147,929

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $291 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

Through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,455.

9. Credit Risk.

The Fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the Fund's investments and the income they generate, as well as the Fund's ability to repatriate such amounts.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 99% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Other - continued

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2007

Year ended
December 31, 2006

From net investment income

Initial Class

$ -

$ 5,433,880

Service Class

-

181,865

Service Class 2

-

175,714

Investor Class

-

4,475,127

Total

$ -

$ 10,266,586

From net realized gain

Initial Class

$ 225,895

$ 275,552

Service Class

7,889

9,413

Service Class 2

7,856

9,386

Investor Class

221,558

227,858

Total

$ 463,198

$ 522,209

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30, 2007

Year ended
December 31, 2006

Six months ended
June 30, 2007

Year ended
December 31, 2006

Initial Class

Shares sold

1,084,273

1,325,177

$ 11,778,623

$ 14,237,932

Reinvestment of distributions

21,053

533,592

225,895

5,709,432

Shares redeemed

(1,274,962)

(3,298,485)

(13,805,003)

(35,422,894)

Net increase (decrease)

(169,636)

(1,439,716)

$ (1,800,485)

$ (15,475,530)

Service Class

Reinvestment of distributions

737

17,910

$ 7,889

$ 191,278

Net increase (decrease)

737

17,910

$ 7,889

$ 191,278

Service Class 2

Reinvestment of distributions

735

17,331

$ 7,856

$ 185,100

Net increase (decrease)

735

17,331

$ 7,856

$ 185,100

Investor Class

Shares sold

7,598,278

7,406,250

$ 82,403,763

$ 79,510,385

Reinvestment of distributions

20,668

439,942

221,558

4,702,985

Shares redeemed

(250,840)

(252,931)

(2,711,251)

(2,701,390)

Net increase (decrease)

7,368,106

7,593,261

$ 79,914,070

$ 81,511,980

VIP Strategic Income Portfolio

Board Approval of Investment Advisory Contracts and Management Fees

VIP Strategic Income Portfolio

On April 19, 2007, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund in connection with reorganizing the fund from one Trust to another. The Board reached this determination because the contractual terms of and fees payable under the fund's Advisory Contracts are identical to those in the fund's current Advisory Contracts. The Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board considered that it approved the Advisory Contracts for the fund during the past year and that it will again consider renewal of the Advisory Contracts in June 2007.

Because the Board was approving Advisory Contracts with terms identical to the current Advisory Contracts, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be approved, without modification, as part of the process of reorganizing the fund from one Trust to another.

Each year, typically in June, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's portfolio managers and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily pays for market data out of its own resources. The Board also considered the agreement reached between the Independent Trustees and Fidelity in December 2006 following an independent review of matters relating to receipt of travel, entertainment, gifts and gratuities in violation of Fidelity policies.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. The Board noted that, since the last Advisory Contract renewals in June 2006, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fee on Fidelity Advisor Floating Rate High Income Fund; (iii) contractually agreeing to reduce the management fees on Fidelity's California, Massachusetts, New Jersey, and New York AMT Tax-Free Money Market Funds, launching new Institutional Classes and Service Classes of these funds, and contractually agreeing to impose expense limitations on these funds; (iv) eliminating the exchange fee on the Fidelity Select Portfolios and reducing the pricing and bookkeeping fee rates for these funds; (v) reducing the maximum transfer agency fee rates on high income funds and certain equity funds; (vi) proposing amended management contracts that, if approved by shareholders, will add a performance adjustment component to the management fees paid by 18 Fidelity Advisor equity funds; (vii) contractually agreeing to reduce fees for Ultra-Short Central Fund and the money market Central Funds; (viii) waiving the Fidelity Advisor funds' contingent deferred sales charge on certain redemptions made through systematic withdrawal programs; and (ix) amending the management contracts for equity and fixed-income funds whose management contracts incorporate a "group fee" structure by adding four new fee "breakpoints" to the group fee rate schedules.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds over multiple periods. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2006, the cumulative total returns of Initial Class and Service Class 2 of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's four general investment categories according to their respective weightings in the fund's neutral mix.

VIP Strategic Income Portfolio

VIP Strategic Income Portfolio

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Initial Class of the fund was in the first quartile for all the periods shown. The Board noted that FMR does not consider that peer group to be a particularly meaningful comparison for the fund, however, because, unlike most of its peers, the fund seeks to achieve its investment objective by allocating its assets among four investment categories. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Strategic Income Portfolio

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2006. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Initial Class, Service Class, and Investor Class ranked below its competitive median for 2006, and the total expenses of Service Class 2 ranked above its competitive median for 2006. The Board noted that the fund offers multiple classes, each of which has a different 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

VIP Strategic Income Portfolio

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. In connection with the renewal of the fund's management contract, the Board approved amendments to the fund's management contract that added four new fee breakpoints to the group fee rate schedule for assets under FMR's management above $1,386 billion. The Board considered that the group fee rate declines under both the present and amended schedules, but that under the amended schedule, the group fee rate declines faster as assets under FMR's management exceed $1,386 billion. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) Fidelity's fund profitability methodology, profitability by investment discipline, and profitability trends within certain funds; (ii) Fidelity's compensation structure relative to competitors and its effect on profitability; (iii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iv) the total expenses of certain funds and classes relative to competitors; (v) fund performance trends; (vi) fall-out benefits received by certain Fidelity affiliates; and (vii) Fidelity's fee structures.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

VIP Strategic Income Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPSI-SANN-0807
1.803539.103

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Variable Insurance Products Fund V's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Variable Insurance Products Fund V's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Variable Insurance Products Fund V

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

August 23, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

August 23, 2007

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

August 23, 2007