N-CSR 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)

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	December 31

Date of reporting period:	December 31, 2011

This report on Form N-CSR relates solely to the Registrant's Asset Manager Portfolio, Asset Manager: Growth Portfolio, Freedom 2005 Portfolio, Freedom 2010 Portfolio, Freedom 2015 Portfolio, Freedom 2020 Portfolio, Freedom 2025 Portfolio, Freedom 2030 Portfolio, Freedom 2035 Portfolio, Freedom 2040 Portfolio, Freedom 2045 Portfolio, Freedom 2050 Portfolio, Freedom Income Portfolio, Freedom Lifetime Income I Portfolio, Freedom Lifetime Income II Portfolio, Freedom Lifetime Income III Portfolio, FundsManager 20% Portfolio, FundsManager 50% Portfolio, FundsManager 60%, FundsManager 70% Portfolio, FundsManager 85% Portfolio, Investment Grade Bond Portfolio, Investor Freedom 2005 Portfolio, Investor Freedom 2010 Portfolio, Investor Freedom 2015 Portfolio, Investor Freedom 2020 Portfolio, Investor Freedom 2025 Portfolio, Investor Freedom 2030 Portfolio, Investor Freedom Income Portfolio and Strategic Income Portfolio series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:
Asset Manager Portfolio

Annual Report

December 31, 2011

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Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
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/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years
VIP Asset Manager Portfolio - Initial Class	-2.56%	3.43%	4.14%
VIP Asset Manager Portfolio - Service Class	-2.69%	3.30%	4.03%
VIP Asset Manager Portfolio - Service Class 2	-2.82%	3.15%	3.87%
VIP Asset Manager Portfolio - Investor Class ^A	-2.72%	3.32%	4.06%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Asset Manager Portfolio - Initial Class on December 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Extreme market volatility took center stage during the 12 months ending December 31, 2011, stealing the spotlight from signs of progress in the global economy. Early in the year, aggressive monetary stimulus by the U.S. federal government, improving credit-market conditions and solid corporate earnings buoyed most major asset classes. As the period progressed, however, fresh worries about sovereign debt in Europe, inflation in China, gridlock over raising the debt ceiling in the U.S. - along with Standard & Poor's early-August downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth punctured investor confidence and ignited market instability. Domestic equities, as measured by the broad-based S&P 500® Index, gained 2.11%, easily outpacing the 13.61% decline of MSCI® ACWI® (All Country World Index) ex USA Index, a proxy for foreign stocks. Within the MSCI index, emerging markets declined the most (-18%), with investments here generally held back by a stronger U.S. dollar. The U.K. (-3%) fared better than the rest of Europe (-15%), which was the second-worst-performing index component. Bolstered by periodic flights to quality, U.S. investment-grade bonds posted a 7.84% advance, as reflected by the Barclays Capital® U.S. Aggregate Bond Index, outperforming the 4.37% gain of high-yield securities, as represented by The BofA Merrill Lynch^SM US High Yield Constrained Index. Hampered by financial woes in Europe, the sovereign debt of major developed markets outside the U.S. rose 4.86%, according to the Citigroup® Non-USD Group-of-Seven (G7) Equal Weighted Index, while the JPMorgan Emerging Markets Bond Index Global (EMBI Global) advanced 8.46%, despite the currency head wind.

Comments from Geoff Stein, Portfolio Manager of VIP Asset Manager Portfolio: For the year ending December 31, 2011, the fund's share classes underperformed the 1.92% return of the Fidelity Asset Manager 50% Composite Index. (For specific portfolio results, please see the performance section of this report.) Poor domestic equity security selection overwhelmed the modest benefit of favorable weighting decisions here, and was, by far, the biggest reason for the fund's underperformance. The U.S. equity subportfolio suffered the most during the third quarter when investors moved out of growth and cyclical stocks, which represented the bulk of its holdings, in favor of defensive sectors, such as utilities, consumer staples and health care. Various factors drove this shift, but the overriding one was a growing fear that the sovereign debt crisis in Europe might spin out of control. On a sector basis, energy, information technology, consumer discretionary and industrials all had a significant negative impact on the subportfolio's results during the year, mainly because of stock selection. Adverse positioning in materials and health care, along with underexposure to utilities, also hurt. Modest out-of-benchmark exposure to emerging-markets (EM) equities also hampered performance. EM stocks responded to the global flight from risk with greater volatility than either U.S. or foreign developed-markets equities, and performed considerably worse in U.S. dollar terms. A small allocation to commodities was another detractor, as this economically sensitive asset class struggled amid heightened concern about a global economic slowdown. On the plus side, underweighting foreign developed-markets equities outweighed weak security selection in that category. I continued to have a dim view of European markets, given the sharp fiscal and economic contrasts between core and peripheral eurozone countries. Additionally, I thought the euro was relatively unattractive and, since we do not hedge foreign currency exposure, wanted to limit the fund's allocation to it. In the investment-grade bond central fund, out-of-index holdings in Treasury Inflation-Protected Securities (TIPS) provided a nice boost, as did my well-timed tactical allocation to the asset class. I added the TIPS position during the summer, in time to benefit from the bouts of investor risk aversion that ensued during the remainder of the period. Lastly, out-of-benchmark allocations to high-yield bonds and floating-rate bank-loan securities were additional contributors.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2011 to December 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
Initial Class	.63%
Actual		$ 1,000.00	$ 934.80	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,022.03	$ 3.21
Service Class	.75%
Actual		$ 1,000.00	$ 934.00	$ 3.66
Hypothetical^A		$ 1,000.00	$ 1,021.42	$ 3.82
Service Class 2	.90%
Actual		$ 1,000.00	$ 933.60	$ 4.39
Hypothetical^A		$ 1,000.00	$ 1,020.67	$ 4.58
Investor Class	.71%
Actual		$ 1,000.00	$ 934.40	$ 3.46
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

Annual Report

Investment Changes (Unaudited)

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of the investments of Fidelity's Central Funds, other than the Commodity Strategy and Money Market Central Funds.

Top Five Stocks as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.2	1.4
Chevron Corp.	0.9	0.9
United Continental Holdings, Inc.	0.8	0.8
Schlumberger Ltd.	0.6	0.8
Pioneer Natural Resources Co.	0.6	0.5
	5.1
Top Five Bond Issuers as of December 31, 2011
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
U.S. Treasury Obligations	9.8	9.8
Fannie Mae	8.8	8.6
Freddie Mac	2.8	1.8
Ginnie Mae	2.5	2.7
Citigroup, Inc.	0.2	0.3
	24.1
Top Five Market Sectors as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	12.5	9.9
Financials	11.1	10.4
Energy	9.2	9.1
Information Technology	8.2	8.8
Industrials	5.5	7.3

Asset Allocation (% of fund's net assets)
As of December 31, 2011 *			As of June 30, 2011 **
	Stock Class and Equity Futures*** 46.1%			Stock Class and Equity Futures**** 50.3%
	Bond Class 45.3%			Bond Class 42.2%
	Short-Term Class 8.6%			Short-Term Class 7.5%
* Foreign investments		18.0%	** Foreign investments		23.0%

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*** Includes investment in Fidelity Commodity Strategy Central Fund of 1.4%.

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

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

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying Fidelity Central Funds, other than the Commodity Strategy and Money Market Central Funds, is available at advisor.fidelity.com.

Annual Report

Investments December 31, 2011

Showing Percentage of Net Assets

Common Stocks - 33.0%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Auto Components - 0.7%
Autoliv, Inc.	49,400		$ 2,642,406
BorgWarner, Inc. (a)	32,400		2,065,176
TRW Automotive Holdings Corp. (a)	131,200		4,277,120
			8,984,702
Automobiles - 0.4%
Ford Motor Co.	489,300		5,264,868
Diversified Consumer Services - 0.3%
Anhanguera Educacional Participacoes SA	55,400		597,649
Weight Watchers International, Inc.	50,000		2,750,500
			3,348,149
Hotels, Restaurants & Leisure - 0.5%
Arcos Dorados Holdings, Inc.	61,400		1,260,542
Panera Bread Co. Class A (a)	20,400		2,885,580
Yum! Brands, Inc.	30,200		1,782,102
			5,928,224
Household Durables - 0.7%
Gafisa SA sponsored ADR	241,200		1,109,520
KB Home	197,600		1,327,872
PulteGroup, Inc. (a)	707,500		4,464,325
Toll Brothers, Inc. (a)	67,500		1,378,350
			8,280,067
Internet & Catalog Retail - 0.2%
Amazon.com, Inc. (a)	6,000		1,038,600
Groupon, Inc. Class A (a)(d)	78,700		1,623,581
			2,662,181
Media - 0.7%
CBS Corp. Class B	129,100		3,503,774
The Walt Disney Co.	160,700		6,026,250
			9,530,024
Multiline Retail - 1.1%
Dollar General Corp. (a)	16,300		670,582
Dollar Tree, Inc. (a)	33,300		2,767,563
Lojas Renner SA	26,000		675,537
Macy's, Inc.	191,600		6,165,688
Target Corp.	63,100		3,231,982
			13,511,352
Specialty Retail - 2.1%
Dick's Sporting Goods, Inc.	34,300		1,264,984
Home Depot, Inc.	122,600		5,154,104
Limited Brands, Inc.	147,000		5,931,450
PetSmart, Inc.	25,600		1,313,024
Tiffany & Co., Inc.	14,300		947,518
TJX Companies, Inc.	85,000		5,486,750
Vitamin Shoppe, Inc. (a)	21,800		869,384
Williams-Sonoma, Inc.	145,000		5,582,500
			26,549,714

	Shares		Value
Textiles, Apparel & Luxury Goods - 2.4%
Arezzo Industria e Comercio SA	91,700		$ 1,141,821
Burberry Group PLC	69,200		1,273,614
Coach, Inc.	38,700		2,362,248
Deckers Outdoor Corp. (a)	91,300		6,899,541
Fossil, Inc. (a)	44,000		3,491,840
Michael Kors Holdings Ltd.	7,800		212,550
Michael Kors Holdings Ltd.	103,132		2,529,312
Prada SpA	110,800		501,458
PVH Corp.	29,900		2,107,651
Ralph Lauren Corp.	14,900		2,057,392
Under Armour, Inc. Class A (sub. vtg.) (a)	13,800		990,702
Vera Bradley, Inc. (a)(d)	70,200		2,263,950
VF Corp.	31,400		3,987,486
			29,819,565
TOTAL CONSUMER DISCRETIONARY			113,878,846
CONSUMER STAPLES - 1.2%
Beverages - 0.3%
Hansen Natural Corp. (a)	43,700		4,026,518
Food & Staples Retailing - 0.1%
Drogasil SA	98,506		685,714
Food Products - 0.4%
Green Mountain Coffee Roasters, Inc. (a)	121,100		5,431,335
Personal Products - 0.4%
Hengan International Group Co. Ltd.	320,000		2,993,330
Nu Skin Enterprises, Inc. Class A	50,200		2,438,214
			5,431,544
TOTAL CONSUMER STAPLES			15,575,111
ENERGY - 6.1%
Energy Equipment & Services - 1.6%
Baker Hughes, Inc.	95,600		4,649,984
Carbo Ceramics, Inc. (d)	14,800		1,825,284
Halliburton Co.	145,100		5,007,401
McDermott International, Inc. (a)	98,500		1,133,735
Schlumberger Ltd.	119,013		8,129,778
			20,746,182
Oil, Gas & Consumable Fuels - 4.5%
Anadarko Petroleum Corp.	51,300		3,915,729
Cabot Oil & Gas Corp.	19,800		1,502,820
Chevron Corp.	104,000		11,065,600
Concho Resources, Inc. (a)	62,300		5,840,625
Continental Resources, Inc. (a)	101,500		6,771,065
Hess Corp.	22,500		1,278,000
HollyFrontier Corp.	63,000		1,474,200
Kosmos Energy Ltd.	62,000		760,120
Marathon Oil Corp.	52,500		1,536,675
Oasis Petroleum, Inc. (a)	81,100		2,359,199
Occidental Petroleum Corp.	73,500		6,886,950
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co.	84,000		$ 7,516,320
Whiting Petroleum Corp. (a)	111,800		5,219,942
			56,127,245
TOTAL ENERGY			76,873,427
FINANCIALS - 1.3%
Capital Markets - 0.8%
Apollo Global Management LLC Class A	347,200		4,308,752
Morgan Stanley	411,100		6,219,943
			10,528,695
Diversified Financial Services - 0.4%
Citigroup, Inc.	174,100		4,580,571
Real Estate Management & Development - 0.1%
CBRE Group, Inc. (a)	78,100		1,188,682
TOTAL FINANCIALS			16,297,948
HEALTH CARE - 3.6%
Biotechnology - 0.7%
Alexion Pharmaceuticals, Inc. (a)	62,300		4,454,450
Clovis Oncology, Inc.	14,000		197,260
Inhibitex, Inc. (a)	60,000		656,400
InterMune, Inc. (a)	23,500		296,100
Vertex Pharmaceuticals, Inc. (a)	105,800		3,513,618
			9,117,828
Health Care Providers & Services - 1.8%
Accretive Health, Inc. (a)	91,200		2,095,776
HMS Holdings Corp. (a)	84,900		2,715,102
Humana, Inc.	73,000		6,395,530
UnitedHealth Group, Inc.	121,400		6,152,552
WellPoint, Inc.	75,200		4,982,000
			22,340,960
Health Care Technology - 0.1%
SXC Health Solutions Corp. (a)	26,200		1,473,364
Pharmaceuticals - 1.0%
Elan Corp. PLC sponsored ADR (a)	301,500		4,142,610
Shire PLC sponsored ADR	30,300		3,148,170
Valeant Pharmaceuticals International, Inc. (Canada)	100,450		4,700,950
			11,991,730
TOTAL HEALTH CARE			44,923,882
INDUSTRIALS - 3.2%
Airlines - 1.6%
Copa Holdings SA Class A	32,900		1,930,243
Delta Air Lines, Inc. (a)	856,125		6,926,051

	Shares		Value
Gol Linhas Aereas Inteligentes SA:
rights 1/26/12 (a)	5,205		$ 0
sponsored ADR (d)	104,500		692,835
United Continental Holdings, Inc. (a)	559,770		10,562,860
			20,111,989
Building Products - 0.2%
Owens Corning (a)	68,500		1,967,320
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc.	135,158		505,491
Electrical Equipment - 0.1%
Roper Industries, Inc.	18,200		1,581,034
Machinery - 0.7%
Caterpillar, Inc.	12,800		1,159,680
Dover Corp.	18,500		1,073,925
Kennametal, Inc.	54,400		1,986,688
Parker Hannifin Corp.	32,200		2,455,250
Sandvik AB	33,100		406,240
WABCO Holdings, Inc. (a)	11,300		490,420
Weg SA	81,700		823,490
			8,395,693
Professional Services - 0.3%
Qualicorp SA	108,000		970,910
Robert Half International, Inc.	102,600		2,919,996
			3,890,906
Trading Companies & Distributors - 0.3%
Air Lease Corp.:
Class A (a)(e)	59,100		1,401,261
Class A	59,300		1,406,003
Mills Estruturas e Servicos de Engenharia SA	95,400		906,280
			3,713,544
TOTAL INDUSTRIALS			40,165,977
INFORMATION TECHNOLOGY - 6.8%
Communications Equipment - 0.7%
Cisco Systems, Inc.	339,500		6,138,160
HTC Corp.	32,150		527,606
QUALCOMM, Inc.	14,900		815,030
Riverbed Technology, Inc. (a)	59,200		1,391,200
			8,871,996
Computers & Peripherals - 2.2%
Apple, Inc. (a)	68,300		27,661,500
Fusion-io, Inc.	10,100		244,420
			27,905,920
Internet Software & Services - 1.2%
Active Network, Inc.	51,500		700,400
Bankrate, Inc. (d)	68,600		1,474,900
Cornerstone OnDemand, Inc. (d)	66,800		1,218,432
Facebook, Inc. Class B (h)	8,621		215,525
Google, Inc. Class A (a)	9,600		6,200,640
Rackspace Hosting, Inc. (a)	54,100		2,326,841
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Renren, Inc. ADR (d)	33,100		$ 117,505
VeriSign, Inc.	49,400		1,764,568
YouKu.com, Inc. ADR (a)(d)	20,200		316,534
			14,335,345
IT Services - 0.6%
Cognizant Technology Solutions Corp. Class A (a)	77,300		4,971,163
MasterCard, Inc. Class A	7,700		2,870,714
			7,841,877
Semiconductors & Semiconductor Equipment - 0.8%
Altera Corp.	36,900		1,368,990
ASML Holding NV	84,600		3,535,434
Freescale Semiconductor Holdings I Ltd.	121,800		1,540,770
KLA-Tencor Corp.	24,300		1,172,475
NXP Semiconductors NV (a)	173,300		2,663,621
			10,281,290
Software - 1.3%
Ariba, Inc. (a)	21,511		604,029
Citrix Systems, Inc. (a)	55,100		3,345,672
CommVault Systems, Inc. (a)	23,900		1,021,008
Informatica Corp. (a)	110,700		4,088,151
Jive Software, Inc.	3,200		51,200
RealPage, Inc. (a)	54,500		1,377,215
salesforce.com, Inc. (a)	9,100		923,286
Taleo Corp. Class A (a)	40,200		1,555,338
VMware, Inc. Class A (a)	36,700		3,053,073
Zynga, Inc.	22,400		210,784
			16,229,756
TOTAL INFORMATION TECHNOLOGY			85,466,184
MATERIALS - 1.4%
Chemicals - 1.1%
Celanese Corp. Class A	83,000		3,674,410
Dow Chemical Co.	101,600		2,922,016
LyondellBasell Industries NV Class A	46,600		1,514,034
Rockwood Holdings, Inc. (a)	40,500		1,594,485
The Mosaic Co.	37,400		1,886,082
Westlake Chemical Corp.	51,700		2,080,408
			13,671,435
Metals & Mining - 0.3%
First Quantum Minerals Ltd.	115,900		2,281,810
Genel Energy PLC	73,100		879,898
			3,161,708
TOTAL MATERIALS			16,833,143

	Shares		Value
TELECOMMUNICATION SERVICES - 0.3%
Wireless Telecommunication Services - 0.3%
American Tower Corp. Class A	51,600		$ 3,096,516
TOTAL COMMON STOCKS (Cost $381,842,132)		413,111,034
Investment Companies - 2.5%

iShares Barclays TIPS Bond ETF (Cost $30,964,304)	273,300		31,891,377
Fixed-Income Funds - 43.8%

Fidelity Emerging Markets Debt Central Fund (g)	737,763		7,362,876
Fidelity Floating Rate Central Fund (g)	510,657		50,197,537
Fidelity High Income Central Fund 1 (g)	421,571		40,230,514
Fidelity VIP Investment Grade Central Fund (g)	4,181,369		450,082,516
TOTAL FIXED-INCOME FUNDS (Cost $524,471,789)		547,873,443
Equity Funds - 12.9%

Domestic Equity Funds - 1.4%
Fidelity Commodity Strategy Central Fund (g)	1,642,711		17,527,726
International Equity Funds - 11.5%
Fidelity Emerging Markets Equity Central Fund (g)	131,671		22,958,221
Fidelity International Equity Central Fund (g)	2,021,563		121,293,806
TOTAL INTERNATIONAL EQUITY FUNDS			144,252,027
TOTAL EQUITY FUNDS (Cost $194,472,961)		161,779,753

U.S. Treasury Obligations - 0.2%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% 2/23/12 (f) (Cost $2,749,938)	$ 2,750,000	2,749,951

Money Market Funds - 8.1%
	Shares		Value

Fidelity Cash Central Fund, 0.11% (b)	85,533,317		$ 85,533,317
Fidelity Money Market Central Fund, 0.39% (b)	10,373,893		10,373,893
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	5,907,973		5,907,973
TOTAL MONEY MARKET FUNDS (Cost $101,815,183)		101,815,183

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $1,236,316,307)

1,259,220,741

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(6,886,306)

NET ASSETS - 100%

$ 1,252,334,435

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
77 CME E-mini S&P 500 Index Contracts	March 2012	$ 4,822,510	$ (1,656)

The face value of futures purchased as a percentage of net assets is 0.4%

Security Type Abbreviations

ETFs - Exchange-Traded Funds

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,401,261 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 $499,991.

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

(h) 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 $215,525 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Facebook, Inc. Class B	5/19/11	$ 215,930

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	$ 75,386
Fidelity Commodity Strategy Central Fund	11,259
Fidelity Emerging Markets Debt Central Fund	349,874
Fidelity Emerging Markets Equity Central Fund	442,984
Fidelity Floating Rate Central Fund	2,149,726
Fidelity High Income Central Fund 1	3,464,817
Fidelity International Equity Central Fund	4,753,912
Fidelity Money Market Central Fund	77,804
Fidelity Securities Lending Cash Central Fund	107,210
Fidelity VIP Investment Grade Central Fund	17,801,249
Total	$ 29,234,221

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

Fund	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Commodity Strategy Central Fund	$ 22,829,987	$ 26,549,557	$ 28,964,427	$ 17,527,726	1.6%
Fidelity Emerging Markets Debt Central Fund	-	7,379,457	-	7,362,876	6.6%
Fidelity Emerging Markets Equity Central Fund	44,864,395	746,664	15,499,678	22,958,221	8.2%
Fidelity Floating Rate Central Fund	45,723,024	13,697,848	8,408,001	50,197,537	1.8%
Fidelity High Income Central Fund 1	52,973,765	3,464,169	15,208,618	40,230,514	8.1%
Fidelity International Equity Central Fund	162,878,293	15,803,760	31,835,959	121,293,806	8.4%
Fidelity VIP Investment Grade Central Fund	494,551,472	54,815,665	111,415,118	450,082,516	11.9%
Total	$ 823,820,936	$ 122,457,120	$ 211,331,801	$ 709,653,196

Other Information

The following is a summary of the inputs used, as of December 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 113,878,846	$ 111,349,534	$ 2,529,312	$ -
Consumer Staples	15,575,111	15,575,111	-	-
Energy	76,873,427	76,873,427	-	-
Financials	16,297,948	16,297,948	-	-
Health Care	44,923,882	44,923,882	-	-
Industrials	40,165,977	40,165,977	-	-
Information Technology	85,466,184	85,250,659	-	215,525
Materials	16,833,143	16,833,143	-	-
Telecommunication Services	3,096,516	3,096,516	-	-
Investment Companies	31,891,377	31,891,377	-	-
U.S. Government and Government Agency Obligations	2,749,951	-	2,749,951	-
Fixed-Income Funds	547,873,443	547,873,443	-	-
Money Market Funds	101,815,183	101,815,183	-	-
Equity Funds	161,779,753	161,779,753	-	-
Total Investments in Securities:	$ 1,259,220,741	$ 1,253,725,953	$ 5,279,263	$ 215,525
Derivative Instruments:
Liabilities
Futures Contracts	$ (1,656)	$ (1,656)	$ -	$ -

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

Investments in Securities:
Beginning Balance	$ 1,211,550
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(405)
Cost of Purchases	215,930
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	(1,211,550)
Ending Balance	$ 215,525
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2011	$ (405)

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

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of December 31, 2011. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (1,656)
Total Value of Derivatives	$ -	$ (1,656)

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

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

U.S. Government and U.S. Government Agency Obligations	24.1%
AAA,AA,A	6.4%
BBB	5.3%
BB	2.8%
B	4.3%
CCC,CC,C	0.5%
D	0.0%**
Not Rated	0.8%
Equities *	48.5%
Short-Term Investments and Net Other Assets	7.3%
	100.0%

* Includes investment in Fidelity Commodity Strategy Central Fund of 1.4%.

** Amount represents less than 0.1%

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

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

United States of America	82.0%
United Kingdom	2.9%
Japan	1.6%
Brazil	1.4%
Canada	1.2%
Others (Individually Less Than 1%)	10.9%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (including securities loaned of $5,723,701) - See accompanying schedule: Unaffiliated issuers (cost $415,556,374)	$ 447,752,362
Fidelity Central Funds (cost $820,759,933)	811,468,379
Total Investments (cost $1,236,316,307)		$ 1,259,220,741
Cash		23,405
Foreign currency held at value (cost $20)		20
Receivable for investments sold		117,471
Receivable for fund shares sold		133,998
Dividends receivable		401,987
Distributions receivable from Fidelity Central Funds		59,045
Prepaid expenses		3,529
Other receivables		74,982
Total assets		1,260,035,178

Liabilities
Payable for fund shares redeemed	1,028,197
Accrued management fee	533,011
Distribution and service plan fees payable	7,455
Payable for daily variation margin on futures contracts	18,482
Other affiliated payables	120,786
Other payables and accrued expenses	84,839
Collateral on securities loaned, at value	5,907,973
Total liabilities		7,700,743

Net Assets		$ 1,252,334,435
Net Assets consist of:
Paid in capital		$ 1,267,463,219
Distributions in excess of net investment income		(52,107)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(37,978,169)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		22,901,492
Net Assets		$ 1,252,334,435

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($1,108,494,466 ÷ 80,333,985 shares)		$ 13.80

Service Class: Net Asset Value, offering price and redemption price per share ($8,042,439 ÷ 586,579 shares)		$ 13.71

Service Class 2: Net Asset Value, offering price and redemption price per share ($32,507,838 ÷ 2,396,028 shares)		$ 13.57

Investor Class: Net Asset Value, offering price and redemption price per share ($103,289,692 ÷ 7,514,889 shares)		$ 13.74

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Dividends		$ 5,330,125
Interest		655
Income from Fidelity Central Funds		29,234,221
Total income		34,565,001

Expenses
Management fee	$ 6,942,504
Transfer agent fees	1,092,364
Distribution and service plan fees	97,657
Accounting and security lending fees	553,775
Custodian fees and expenses	30,187
Independent trustees' compensation	5,263
Appreciation in deferred trustee compensation account	13
Audit	50,425
Legal	10,678
Miscellaneous	13,596
Total expenses before reductions	8,796,462
Expense reductions	(142,804)	8,653,658
Net investment income (loss)		25,911,343
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	68,606,154
Fidelity Central Funds	6,508,074
Foreign currency transactions	(130,537)
Futures contracts	(789,641)
Capital gain distributions from Fidelity Central Funds	8,341,557
Total net realized gain (loss)		82,535,607
Change in net unrealized appreciation (depreciation) on: Investment securities	(140,550,894)
Assets and liabilities in foreign currencies	(2,290)
Futures contracts	(154,488)
Total change in net unrealized appreciation (depreciation)		(140,707,672)
Net gain (loss)		(58,172,065)
Net increase (decrease) in net assets resulting from operations		$ (32,260,722)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 25,911,343	$ 23,180,903
Net realized gain (loss)	82,535,607	111,599,649
Change in net unrealized appreciation (depreciation)	(140,707,672)	46,878,640
Net increase (decrease) in net assets resulting from operations	(32,260,722)	181,659,192
Distributions to shareholders from net investment income	(25,842,847)	(22,808,550)
Distributions to shareholders from net realized gain	(6,349,020)	(6,928,726)
Total distributions	(32,191,867)	(29,737,276)
Share transactions - net increase (decrease)	(108,450,453)	(91,985,209)
Total increase (decrease) in net assets	(172,903,042)	59,936,707

Net Assets
Beginning of period	1,425,237,477	1,365,300,770
End of period (including Distributions in excess of net investment income of $52,107 and undistributed net investment income of $13,054, respectively)	$ 1,252,334,435	$ 1,425,237,477

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.54	$ 13.00	$ 10.31	$ 16.58	$ 15.71
Income from Investment Operations
Net investment income (loss) ^C	.28	.23	.26	.36	.44
Net realized and unrealized gain (loss)	(.66)	1.62	2.73	(4.75)	1.88
Total from investment operations	(.38)	1.85	2.99	(4.39)	2.32
Distributions from net investment income	(.29)	(.24)	(.28)	(.37)	(1.00)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.51)	(.45)
Total distributions	(.36)	(.31)	(.30)	(1.88)	(1.45)
Net asset value, end of period	$ 13.80	$ 14.54	$ 13.00	$ 10.31	$ 16.58
Total Return^A,B	(2.56)%	14.26%	29.11%	(28.76)%	15.57%
Ratios to Average Net Assets^D,F
Expenses before reductions	.63%	.63%	.67%	.63%	.63%
Expenses net of fee waivers, if any	.63%	.63%	.67%	.63%	.63%
Expenses net of all reductions	.62%	.62%	.66%	.63%	.62%
Net investment income (loss)	1.91%	1.72%	2.31%	2.62%	2.75%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,108,494	$ 1,279,306	$ 1,249,955	$ 1,093,133	$ 1,791,647
Portfolio turnover rate^E	56%	54%	95%	90%	99%

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

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

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

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

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.45	$ 12.92	$ 10.25	$ 16.48	$ 15.61
Income from Investment Operations
Net investment income (loss)^C	.26	.22	.25	.34	.42
Net realized and unrealized gain (loss)	(.65)	1.60	2.71	(4.71)	1.86
Total from investment operations	(.39)	1.82	2.96	(4.37)	2.28
Distributions from net investment income	(.28)	(.22)	(.27)	(.35)	(.96)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.51)	(.45)
Total distributions	(.35)	(.29)	(.29)	(1.86)	(1.41)
Net asset value, end of period	$ 13.71	$ 14.45	$ 12.92	$ 10.25	$ 16.48
Total Return^A,B	(2.69)%	14.14%	28.94%	(28.82)%	15.36%
Ratios to Average Net Assets^D,F
Expenses before reductions	.75%	.75%	.79%	.75%	.74%
Expenses net of fee waivers, if any	.74%	.74%	.79%	.75%	.74%
Expenses net of all reductions	.74%	.73%	.78%	.75%	.74%
Net investment income (loss)	1.79%	1.60%	2.18%	2.50%	2.63%
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,042	$ 8,613	$ 8,230	$ 7,413	$ 13,530
Portfolio turnover rate^E	56%	54%	95%	90%	99%

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.30	$ 12.79	$ 10.15	$ 16.34	$ 15.47
Income from Investment Operations
Net investment income (loss)^C	.24	.19	.23	.32	.39
Net realized and unrealized gain (loss)	(.65)	1.59	2.68	(4.67)	1.85
Total from investment operations	(.41)	1.78	2.91	(4.35)	2.24
Distributions from net investment income	(.25)	(.20)	(.25)	(.33)	(.92)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.51)	(.45)
Total distributions	(.32)	(.27)	(.27)	(1.84)	(1.37)
Net asset value, end of period	$ 13.57	$ 14.30	$ 12.79	$ 10.15	$ 16.34
Total Return^A,B	(2.82)%	13.96%	28.76%	(28.95)%	15.24%
Ratios to Average Net Assets^D,F
Expenses before reductions	.90%	.90%	.93%	.90%	.89%
Expenses net of fee waivers, if any	.89%	.89%	.93%	.90%	.89%
Expenses net of all reductions	.89%	.88%	.92%	.89%	.89%
Net investment income (loss)	1.64%	1.46%	2.04%	2.36%	2.48%
Supplemental Data
Net assets, end of period (000 omitted)	$ 32,508	$ 39,148	$ 39,475	$ 37,360	$ 59,670
Portfolio turnover rate^E	56%	54%	95%	90%	99%

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

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

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

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

Financial Highlights - Investor Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.49	$ 12.96	$ 10.28	$ 16.53	$ 15.67
Income from Investment Operations
Net investment income (loss)^C	.27	.22	.25	.34	.42
Net realized and unrealized gain (loss)	(.67)	1.61	2.73	(4.72)	1.87
Total from investment operations	(.40)	1.83	2.98	(4.38)	2.29
Distributions from net investment income	(.28)	(.23)	(.28)	(.36)	(.98)
Distributions from net realized gain	(.07)	(.07)	(.02)	(1.51)	(.45)
Total distributions	(.35)	(.30)	(.30)	(1.87)	(1.43)
Net asset value, end of period	$ 13.74	$ 14.49	$ 12.96	$ 10.28	$ 16.53
Total Return^A,B	(2.72)%	14.16%	29.01%	(28.79)%	15.38%
Ratios to Average Net Assets^D,F
Expenses before reductions	.71%	.72%	.77%	.73%	.75%
Expenses net of fee waivers, if any	.71%	.71%	.77%	.73%	.75%
Expenses net of all reductions	.70%	.70%	.76%	.72%	.74%
Net investment income (loss)	1.82%	1.63%	2.21%	2.53%	2.63%
Supplemental Data
Net assets, end of period (000 omitted)	$ 103,290	$ 98,171	$ 67,641	$ 51,264	$ 46,555
Portfolio turnover rate^E	56%	54%	95%	90%	99%

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2011

1. Organization.

VIP Asset Manager Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but do 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	Expense Ratio*
Fidelity Commodity Strategy Central Fund	FMR Co., Inc. (FMRC)	Seeks to provide investment returns that correspond to the performance of the commodities market.	Investment in wholly-owned subsidiary organized under the laws of the Cayman Islands Repurchase Agreements Restricted Securities	.05%
Fidelity Emerging Markets Debt Central Fund	FMRC	Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities	.02%
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities	.12%
Fidelity International Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in non-U.S. based common stocks, including securities of issuers located in emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities	.02%
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
VIP Investment Grade Central Fund	Fidelity Investments Money Management, Inc. (FIMM)	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swap Agreements	.00%**
Fidelity Money Market Central Funds	FIMM	Seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments	.00%**

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

** Amount represents less than 0.01%.

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

Annual Report

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of December 31, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board of Trustees believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

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

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

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

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses of the Fidelity Central Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Fidelity Central Funds' expenses through the impact of these expenses on each Fidelity Central Fund's NAV. Based on their most recent shareholder report date, expenses of the Fidelity Central Funds ranged from 0.00% to 0.12%.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required. As of December 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation	$ 116,128,920
Gross unrealized depreciation	(72,615,754)
Net unrealized appreciation (depreciation) on securities and other investments	$ 43,513,166

Tax Cost	$ 1,215,707,575

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (46,050,301)
Net unrealized appreciation (depreciation)	$ 43,511,880

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration
2016	$ (12,728,760)
2017	(33,321,541)
Total with expiration	$ (46,050,301)

The tax character of distributions paid was as follows:

	December 31, 2011	December 31, 2010
Ordinary Income	$ 32,191,867	$ 29,737,276

4. Operating Policies.

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

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

Equity Risk

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

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

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

Annual Report

Notes to Financial Statements - continued

5. Derivative Instruments - continued

Futures Contracts - continued

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

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

During the period the Fund recognized net realized gain (loss) of ($789,641) and a change in net unrealized appreciation (depreciation) of ($154,488) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $724,149,634 and $861,984,720, respectively.

7. Fees and Other Transactions with Affiliates.

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

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

During the period, FMR waived a portion of its management fee as described in the Expense Reductions note.

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

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

Service Class	$ 8,450
Service Class 2	89,207
	$ 97,657

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0045% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. FIIOC voluntarily agreed to waive this fee for the period August 1, 2011 through December 31, 2011 (see Expense Reductions note). For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 886,498
Service Class	7,624
Service Class 2	31,800
Investor Class	166,442
	$ 1,092,364

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.

Annual Report

7. Fees and Other Transactions with Affiliates - continued

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 $9,483 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,281 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $107,210, including $351 from securities loaned to FCM.

10. Expense Reductions.

FMR has contractually agreed to waive the Fund's management fee in an amount equal to its proportionate share of the management fee paid to FMR by the subsidiary of Fidelity Commodity Strategy Central Fund based on the Fund's proportionate ownership of the Central Fund. During the period, this waiver reduced the Fund's management fee by $8,333.

FMR or its affiliates agreed to waive certain fees during the period as noted in the table below.

Initial Class	$ 21,424
Service Class	149
Service Class 2	627
Investor Class	1,849
	$ 24,049

In addition, 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 $110,422 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,	2011	2010
From net investment income
Initial Class	$ 23,022,892	$ 20,670,020
Service Class	160,851	130,466
Service Class 2	593,309	539,940
Investor Class	2,065,795	1,468,124
Total	$ 25,842,847	$ 22,808,550
From net realized gain
Initial Class	$ 5,619,969	$ 6,228,074
Service Class	41,281	42,354
Service Class 2	168,200	193,184
Investor Class	519,570	465,114
Total	$ 6,349,020	$ 6,928,726

Annual Report

Notes to Financial Statements - continued

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended December 31,	2011	2010	2011	2010
Initial Class
Shares sold	2,032,042	2,953,816	$ 29,814,044	$ 40,305,021
Reinvestment of distributions	2,095,692	1,875,132	28,642,861	26,898,094
Shares redeemed	(11,767,286)	(12,990,962)	(172,535,615)	(175,862,426)
Net increase (decrease)	(7,639,552)	(8,162,014)	$ (114,078,710)	$ (108,659,311)
Service Class
Shares sold	66,601	217,938	$ 965,850	$ 2,870,314
Reinvestment of distributions	14,888	12,117	202,132	172,820
Shares redeemed	(90,853)	(270,940)	(1,318,556)	(3,659,374)
Net increase (decrease)	(9,364)	(40,885)	$ (150,574)	$ (616,240)
Service Class 2
Shares sold	285,148	317,970	$ 4,083,615	$ 4,248,620
Reinvestment of distributions	56,660	51,977	761,509	733,124
Shares redeemed	(683,186)	(718,587)	(9,913,610)	(9,598,684)
Net increase (decrease)	(341,378)	(348,640)	$ (5,068,486)	$ (4,616,940)
Investor Class
Shares sold	1,843,689	2,175,761	$ 27,115,486	$ 30,128,589
Reinvestment of distributions	189,888	135,106	2,585,365	1,933,238
Shares redeemed	(1,295,411)	(754,597)	(18,853,534)	(10,154,545)
Net increase (decrease)	738,166	1,556,270	$ 10,847,317	$ 21,907,282

13. Other.

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

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

Annual Report

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of VIP Asset Manager Portfolio (the Fund), a fund of Variable Insurance Products Fund V, including the schedule of investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodians and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Asset Manager Portfolio as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 17, 2012

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 203 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Abigail P. Johnson (50)
	Year of Election or Appointment: 2009 Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

⁺ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Albert R. Gamper, Jr. (69)
	Year of Election or Appointment: 2007 Mr. Gamper is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (60)
	Year of Election or Appointment: 2010 Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (64)
	Year of Election or Appointment: 2008 Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.
Michael E. Kenneally (57)
	Year of Election or Appointment: 2009 Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (71)
	Year of Election or Appointment: 2007 Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (65)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (72)
	Year of Election or Appointment: 2007 Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
John R. Hebble (53)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.
Derek L. Young (47)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as President and a Director of Strategic Advisers, Inc. (2011-present), President of the Global Asset Allocation Group (2011-present), and as Vice Chairman of Pyramis Global Advisers, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of the Global Asset Allocation Group (2009-2011) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
David J. Carter (38)
	Year of Election or Appointment: 2010 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Michael H. Whitaker (44)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Jeffrey S. Christian (50)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Deputy Treasurer of other Fidelity funds (2008-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2009 Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of 6.52% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Initial Class designates 4% and 10%; Service Class designates 4% and 11%; Service Class 2 designates 4% and 12%; and Investor Class designates 4% and 11%; of the dividends distributed in February and December, respectively, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Asset Manager Portfolio

Each year, 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 relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Nominating and Governance, 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. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. 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 fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its 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.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 Fidelity's competitors, and that the fund's shareholders, who have 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel 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 to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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 adviser's 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 also 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 noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with 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 over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, 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 five-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 three asset classes according to their respective weightings in the fund's neutral mix.

VIP Asset Manager Portfolio

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Initial Class of the fund was in the first quartile for all the periods shown. The Board also noted that the investment performance of Initial Class of the fund compared favorably to 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. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio 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 ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. 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." 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 23% means that 77% 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.

VIP Asset Manager Portfolio

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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 2010.

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

Total Expense Ratio. In its review of each class's total expense ratio, 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 the current and historical total expense ratios 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 expense ratio of each of Initial Class, Investor Class, and Service Class ranked below its competitive median for 2010 and the total expense ratio of Service Class 2 ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Service Class 2 was above the median due to 12b-1 fees and that the funds and classes in the Total Mapped Group that have a similar sales load structure included classes with no 12b-1 fees. Excluding the 12b-1 fees, the total expense ratio of Service Class 2 ranked below its competitive median for 2010. The Board also noted that Investor Class has higher transfer agent fees than traditional variable annuity classes because it is designed for lower cost annuity products, where the majority of servicing costs are incorporated into the funds' total expense ratios rather than being paid at the annuity level. 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 expense ratios 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.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Service Class 2 was 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, including the findings of the Committee.

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 books and records of Fidelity on which Fidelity's audited financial statements are based. 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 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 concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and 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 was satisfied that the profitability was not excessive in the circumstances.

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 also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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 calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity 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 benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

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 certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures and rationale for recommending different fees among different categories of funds and classes, as well as Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes; (vi) the reasons why certain expenses affect various funds and classes differently; (vii) Fidelity's transfer agent fees, expenses, and services and how the benefits of decreased costs and new efficiencies can be shared across all of the Fidelity funds; (viii) the reasons for and consequences of changes to certain product lines compared to competitors; (ix) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAM-ANN-0212
1.540206.114

Fidelity® Variable Insurance Products:
Asset Manager: Growth Portfolio

Annual Report

December 31, 2011

vfv163

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years
VIP Asset Manager: Growth Portfolio - Initial Class	-6.17%	2.07%	3.12%
VIP Asset Manager: Growth Portfolio - Service Class	-6.26%	1.95%	3.01%
VIP Asset Manager: Growth Portfolio - Service Class 2	-6.39%	1.79%	2.82%
VIP Asset Manager: Growth Portfolio - Investor Class^A	-6.20%	1.97%	3.04%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Asset Manager: Growth Portfolio - Initial Class on December 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

vfv205

Annual Report

Management's Discussion of Fund Performance

Market Recap: Extreme market volatility took center stage during the 12 months ending December 31, 2011, stealing the spotlight from signs of progress in the global economy. Early in the year, aggressive monetary stimulus by the U.S. federal government, improving credit-market conditions and solid corporate earnings buoyed most major asset classes. As the period progressed, however, fresh worries about sovereign debt in Europe, inflation in China, gridlock over raising the debt ceiling in the U.S. - along with Standard & Poor's early-August downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth punctured investor confidence and ignited market instability. Domestic equities, as measured by the broad-based S&P 500® Index, gained 2.11%, easily outpacing the 13.61% decline of MSCI® ACWI® (All Country World Index) ex USA Index, a proxy for foreign stocks. Within the MSCI index, emerging markets declined the most (-18%), with investments here generally held back by a stronger U.S. dollar. The U.K. (-3%) fared better than the rest of Europe (-15%), which was the second-worst-performing index component. Bolstered by periodic flights to quality, U.S. investment-grade bonds posted a 7.84% advance, as reflected by the Barclays Capital® U.S. Aggregate Bond Index, outperforming the 4.37% gain of high-yield securities, as represented by The BofA Merrill Lynch^SM US High Yield Constrained Index. Hampered by financial woes in Europe, the sovereign debt of major developed markets outside the U.S. rose 4.86%, according to the Citigroup® Non-USD Group-of-Seven (G7) Equal Weighted Index, while the JPMorgan Emerging Markets Bond Index Global (EMBI Global) advanced 8.46%, despite the currency head wind.

Comments from Geoff Stein, Portfolio Manager of VIP Asset Manager: Growth Portfolio: For the year ending December 31, 2011, the fund's share classes sharply underperformed the 0.10% return of the Fidelity Asset Manager 70% Composite Index. (For specific portfolio results, please see the performance section of this report.) Poor domestic equity security selection overwhelmed the modest benefit of favorable weighting decisions here, and was, by far, the biggest reason for the fund's underperformance. The U.S. equity subportfolio suffered the most during the third quarter when investors moved out of growth and cyclical stocks, which represented the bulk of its holdings, in favor of defensive sectors, such as utilities, consumer staples and health care. Various factors drove this shift, but the overriding one was a growing fear that the sovereign debt crisis in Europe might spin out of control. On a sector basis, energy, information technology, consumer discretionary and industrials all had a significant negative impact on the subportfolio's results during the year, mainly because of stock selection. Adverse positioning in materials and health care, along with underexposure to utilities, also hurt. Modest out-of-benchmark exposure to emerging-markets (EM) equities also hampered performance. EM stocks responded to the global flight from risk with greater volatility than either U.S. or foreign developed-markets equities, and performed considerably worse in U.S. dollar terms. A small allocation to commodities was another detractor, as this economically sensitive asset class struggled amid heightened concern about a global economic slowdown. On the plus side, underweighting foreign developed-markets equities outweighed weak security selection in that category. I continued to have a dim view of European markets, given the sharp fiscal and economic contrasts between core and peripheral eurozone countries. Additionally, I thought the euro was relatively unattractive and, since we do not hedge foreign currency exposure, wanted to limit the fund's allocation to it. In the investment-grade bond central fund, out-of-index holdings in Treasury Inflation-Protected Securities (TIPS) provided a nice boost, as did my well-timed tactical allocation to the asset class. I added the TIPS position during the summer, in time to benefit from the bouts of investor risk aversion that ensued during the remainder of the period. Lastly, out-of-benchmark allocations to high-yield bonds and floating-rate bank-loan securities were additional contributors.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2011 to December 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
Initial Class	.72%
Actual		$ 1,000.00	$ 896.90	$ 3.44
Hypothetical^A		$ 1,000.00	$ 1,021.58	$ 3.67
Service Class	.82%
Actual		$ 1,000.00	$ 896.30	$ 3.92
Hypothetical^A		$ 1,000.00	$ 1,021.07	$ 4.18
Service Class 2	1.01%
Actual		$ 1,000.00	$ 895.60	$ 4.83
Hypothetical^A		$ 1,000.00	$ 1,020.11	$ 5.14
Investor Class	.80%
Actual		$ 1,000.00	$ 896.40	$ 3.82
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 4.08

^A 5% return per year before expenses

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.1	2.0
Chevron Corp.	1.2	1.3
United Continental Holdings, Inc.	1.2	1.2
Schlumberger Ltd.	0.9	1.2
Pioneer Natural Resources Co.	0.8	0.7
Delta Air Lines, Inc.	0.8	0.7
Deckers Outdoor Corp.	0.8	0.8
Occidental Petroleum Corp.	0.8	0.4
Continental Resources, Inc.	0.7	0.6
Humana, Inc.	0.7	0.5
	11.0
Market Sectors as of December 31, 2011
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	14.5	10.8
Information Technology	10.6	11.4
Energy	10.4	10.6
Industrials	6.5	8.8
Health Care	6.4	7.2
Financials	5.9	5.7
Materials	3.7	7.6
Consumer Staples	3.7	4.2
Telecommunication Services	1.4	1.1
Utilities	0.8	1.0

Asset Allocation (% of fund's net assets)
As of December 31, 2011*			As of June 30, 2011**
	Stock Class*** 65.2%			Stock Class and Equity Futures**** 69.7%
	Bond Class 28.3%			Bond Class 26.5%
	Short-Term Class 6.5%			Short-Term Class 3.8%
* Foreign investments		24.1%	** Foreign investments		30.4%

vfv216

*** Includes investment in Fidelity Commodity Strategy Central Fund of 1.7%

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

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

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying Fidelity Central Funds, other than the Commodity Strategy and Money Market Central Funds, is available at advisor.fidelity.com.

Annual Report

Investments December 31, 2011

Showing Percentage of Net Assets

Common Stocks - 46.6%
	Shares		Value
CONSUMER DISCRETIONARY - 12.9%
Auto Components - 1.0%
Autoliv, Inc.	9,000		$ 481,410
BorgWarner, Inc. (a)	5,900		376,066
TRW Automotive Holdings Corp. (a)	23,300		759,580
			1,617,056
Automobiles - 0.6%
Ford Motor Co.	88,100		947,956
Diversified Consumer Services - 0.4%
Anhanguera Educacional Participacoes SA	9,900		106,800
Weight Watchers International, Inc.	8,900		489,589
			596,389
Hotels, Restaurants & Leisure - 0.7%
Arcos Dorados Holdings, Inc.	11,300		231,989
Panera Bread Co. Class A (a)	3,800		537,510
Yum! Brands, Inc.	5,400		318,654
			1,088,153
Household Durables - 0.9%
Gafisa SA sponsored ADR	43,600		200,560
KB Home	35,500		238,560
PulteGroup, Inc. (a)	126,900		800,739
Toll Brothers, Inc. (a)	12,100		247,082
			1,486,941
Internet & Catalog Retail - 0.3%
Amazon.com, Inc. (a)	1,000		173,100
Groupon, Inc. Class A (a)(d)	14,100		290,883
			463,983
Media - 1.1%
CBS Corp. Class B	23,200		629,648
The Walt Disney Co.	29,100		1,091,250
			1,720,898
Multiline Retail - 1.5%
Dollar General Corp. (a)	2,900		119,306
Dollar Tree, Inc. (a)	6,000		498,660
Lojas Renner SA	4,800		124,714
Macy's, Inc.	34,900		1,123,082
Target Corp.	11,300		578,786
			2,444,548
Specialty Retail - 3.0%
Dick's Sporting Goods, Inc.	6,100		224,968
Home Depot, Inc.	21,900		920,676
Limited Brands, Inc.	26,300		1,061,205
PetSmart, Inc.	4,600		235,934
Tiffany & Co., Inc.	2,500		165,650
TJX Companies, Inc.	15,300		987,615
Vitamin Shoppe, Inc. (a)	3,800		151,544
Williams-Sonoma, Inc.	25,900		997,150
			4,744,742

	Shares		Value
Textiles, Apparel & Luxury Goods - 3.4%
Arezzo Industria e Comercio SA	16,400		$ 204,208
Burberry Group PLC	12,300		226,379
Coach, Inc.	6,800		415,072
Deckers Outdoor Corp. (a)	16,200		1,224,234
Fossil, Inc. (a)	8,500		674,560
Michael Kors Holdings Ltd.	1,000		27,250
Michael Kors Holdings Ltd.	20,634		506,049
Prada SpA	20,600		93,231
PVH Corp.	5,700		401,793
Ralph Lauren Corp.	2,700		372,816
Under Armour, Inc. Class A (sub. vtg.) (a)	2,500		179,475
Vera Bradley, Inc. (a)(d)	12,500		403,125
VF Corp.	5,700		723,843
			5,452,035
TOTAL CONSUMER DISCRETIONARY			20,562,701
CONSUMER STAPLES - 1.7%
Beverages - 0.4%
Hansen Natural Corp. (a)	7,800		718,692
Food & Staples Retailing - 0.1%
Drogasil SA	16,035		111,622
Food Products - 0.6%
Green Mountain Coffee Roasters, Inc. (a)	20,900		937,365
Personal Products - 0.6%
Hengan International Group Co. Ltd.	57,000		533,187
Nu Skin Enterprises, Inc. Class A	9,100		441,987
			975,174
TOTAL CONSUMER STAPLES			2,742,853
ENERGY - 8.6%
Energy Equipment & Services - 2.3%
Baker Hughes, Inc.	17,100		831,744
Carbo Ceramics, Inc.	2,500		308,325
Halliburton Co.	25,900		893,809
McDermott International, Inc. (a)	17,700		203,727
Schlumberger Ltd.	21,314		1,455,959
			3,693,564
Oil, Gas & Consumable Fuels - 6.3%
Anadarko Petroleum Corp.	9,300		709,869
Cabot Oil & Gas Corp.	3,600		273,240
Chevron Corp.	18,600		1,979,040
Concho Resources, Inc. (a)	11,200		1,050,000
Continental Resources, Inc. (a)(d)	18,100		1,207,451
Hess Corp.	4,000		227,200
HollyFrontier Corp.	11,300		264,420
Kosmos Energy Ltd.	11,100		136,086
Marathon Oil Corp.	9,400		275,138
Oasis Petroleum, Inc. (a)(d)	14,400		418,896
Occidental Petroleum Corp.	13,000		1,218,100
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co.	15,100		$ 1,351,148
Whiting Petroleum Corp. (a)	20,200		943,138
			10,053,726
TOTAL ENERGY			13,747,290
FINANCIALS - 1.9%
Capital Markets - 1.2%
Apollo Global Management LLC Class A	62,000		769,420
Morgan Stanley	73,900		1,118,107
			1,887,527
Diversified Financial Services - 0.5%
Citigroup, Inc.	31,600		831,396
Real Estate Management & Development - 0.2%
CBRE Group, Inc. (a)	14,300		217,646
TOTAL FINANCIALS			2,936,569
HEALTH CARE - 5.1%
Biotechnology - 1.0%
Alexion Pharmaceuticals, Inc. (a)	11,200		800,800
Clovis Oncology, Inc.	1,800		25,362
Inhibitex, Inc. (a)	10,800		118,152
InterMune, Inc. (a)	4,300		54,180
Vertex Pharmaceuticals, Inc. (a)	18,900		627,669
			1,626,163
Health Care Providers & Services - 2.5%
Accretive Health, Inc. (a)	16,300		374,574
HMS Holdings Corp. (a)	15,400		492,492
Humana, Inc.	13,000		1,138,930
UnitedHealth Group, Inc.	21,700		1,099,756
WellPoint, Inc.	13,400		887,750
			3,993,502
Health Care Technology - 0.2%
SXC Health Solutions Corp. (a)	4,700		264,306
Pharmaceuticals - 1.4%
Elan Corp. PLC sponsored ADR (a)	53,900		740,586
Shire PLC sponsored ADR	5,400		561,060
Valeant Pharmaceuticals International, Inc. (Canada)	18,006		842,661
			2,144,307
TOTAL HEALTH CARE			8,028,278
INDUSTRIALS - 4.5%
Airlines - 2.3%
Copa Holdings SA Class A	5,800		340,286
Delta Air Lines, Inc. (a)	152,800		1,236,152

	Shares		Value
Gol Linhas Aereas Inteligentes SA:
rights 1/26/12 (a)	941		$ 0
sponsored ADR	18,900		125,307
United Continental Holdings, Inc. (a)	100,085		1,888,604
			3,590,349
Building Products - 0.2%
Owens Corning (a)	12,200		350,384
Commercial Services & Supplies - 0.1%
Swisher Hygiene, Inc.	24,821		92,831
Electrical Equipment - 0.2%
Roper Industries, Inc.	3,400		295,358
Machinery - 0.9%
Caterpillar, Inc.	2,300		208,380
Dover Corp.	3,400		197,370
Kennametal, Inc.	9,700		354,244
Parker Hannifin Corp.	5,700		434,625
Sandvik AB	5,700		69,957
WABCO Holdings, Inc. (a)	1,800		78,120
Weg SA	14,700		148,168
			1,490,864
Professional Services - 0.4%
Qualicorp SA	19,000		170,808
Robert Half International, Inc.	18,400		523,664
			694,472
Trading Companies & Distributors - 0.4%
Air Lease Corp.:
Class A (a)(e)	10,900		258,439
Class A	10,600		251,326
Mills Estruturas e Servicos de Engenharia SA	17,000		161,496
			671,261
TOTAL INDUSTRIALS			7,185,519
INFORMATION TECHNOLOGY - 9.6%
Communications Equipment - 1.0%
Cisco Systems, Inc.	60,900		1,101,072
HTC Corp.	5,950		97,644
QUALCOMM, Inc.	2,800		153,160
Riverbed Technology, Inc. (a)	10,800		253,800
			1,605,676
Computers & Peripherals - 3.1%
Apple, Inc. (a)	12,200		4,941,002
Fusion-io, Inc.	1,300		31,460
			4,972,462
Internet Software & Services - 1.6%
Active Network, Inc.	9,100		123,760
Bankrate, Inc.	11,300		242,950
Cornerstone OnDemand, Inc.	12,100		220,704
Facebook, Inc. Class B (g)	1,580		39,500
Google, Inc. Class A (a)	1,700		1,098,030
Rackspace Hosting, Inc. (a)	9,700		417,197
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Renren, Inc. ADR (d)	5,600		$ 19,880
VeriSign, Inc.	8,900		317,908
YouKu.com, Inc. ADR (a)(d)	3,700		57,979
			2,537,908
IT Services - 0.8%
Cognizant Technology Solutions Corp. Class A (a)	13,700		881,047
MasterCard, Inc. Class A	1,300		484,666
			1,365,713
Semiconductors & Semiconductor Equipment - 1.2%
Altera Corp.	6,600		244,860
ASML Holding NV	15,200		635,208
Freescale Semiconductor Holdings I Ltd.	21,700		274,505
KLA-Tencor Corp.	4,400		212,300
NXP Semiconductors NV (a)	31,000		476,470
			1,843,343
Software - 1.9%
Ariba, Inc. (a)	3,800		106,704
Citrix Systems, Inc. (a)	9,900		601,128
CommVault Systems, Inc. (a)	4,300		183,696
Informatica Corp. (a)	21,400		790,302
Jive Software, Inc.	400		6,400
RealPage, Inc. (a)	9,700		245,119
salesforce.com, Inc. (a)	1,700		172,482
Taleo Corp. Class A (a)	7,400		286,306
VMware, Inc. Class A (a)	6,600		549,054
Zynga, Inc.	4,000		37,640
			2,978,831
TOTAL INFORMATION TECHNOLOGY			15,303,933
MATERIALS - 1.9%
Chemicals - 1.5%
Celanese Corp. Class A	14,900		659,623
Dow Chemical Co.	18,000		517,680
LyondellBasell Industries NV Class A	8,200		266,418
Rockwood Holdings, Inc. (a)	7,200		283,464
The Mosaic Co.	6,800		342,924
Westlake Chemical Corp.	9,200		370,208
			2,440,317
Metals & Mining - 0.4%
First Quantum Minerals Ltd.	21,100		415,411
Genel Energy PLC	13,400		161,295
			576,706
TOTAL MATERIALS			3,017,023

	Shares		Value
TELECOMMUNICATION SERVICES - 0.4%
Wireless Telecommunication Services - 0.4%
American Tower Corp. Class A	9,300		$ 558,093
TOTAL COMMON STOCKS (Cost $68,504,012)		74,082,259
Investment Companies - 2.0%

iShares Barclays TIPS Bond ETF (Cost $3,060,057)	26,900		3,138,961
Fixed-Income Funds - 27.0%

Fidelity Emerging Markets Debt Central Fund (f)	94,855		946,655
Fidelity Floating Rate Central Fund (f)	41,654		4,094,560
Fidelity High Income Central Fund 1 (f)	48,490		4,627,374
Fidelity VIP Investment Grade Central Fund (f)	308,149		33,169,163
TOTAL FIXED-INCOME FUNDS (Cost $40,888,776)		42,837,752
Equity Funds - 19.0%

Domestic Equity Funds - 1.7%
Fidelity Commodity Strategy Central Fund (f)	257,884		2,751,623
International Equity Funds - 17.3%
Fidelity Emerging Markets Equity Central Fund (f)	23,627		4,119,625
Fidelity International Equity Central Fund (f)	389,839		23,390,361
TOTAL INTERNATIONAL EQUITY FUNDS			27,509,986
TOTAL EQUITY FUNDS (Cost $39,198,133)		30,261,609

U.S. Treasury Obligations - 0.3%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.02% 2/23/12 (Cost $499,989)	$ 500,000	499,991

Money Market Funds - 6.6%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	8,312,809		$ 8,312,809
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	2,227,650		2,227,650
TOTAL MONEY MARKET FUNDS (Cost $10,540,459)		10,540,459

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $162,691,426)

161,361,031

NET OTHER ASSETS (LIABILITIES) - (1.5)%			(2,313,010)
NET ASSETS - 100%		$ 159,048,021

Security Type Abbreviations

ETFs - Exchange-Trade Funds

Legend

(a) Non-income producing

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

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

(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 $39,500 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Facebook, Inc. Class B	5/19/11	$ 39,574

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	$ 6,438
Fidelity Commodity Strategy Central Fund	1,705
Fidelity Emerging Markets Debt Central Fund	44,984
Fidelity Emerging Markets Equity Central Fund	79,802
Fidelity Floating Rate Central Fund	245,195
Fidelity High Income Central Fund 1	423,916
Fidelity International Equity Central Fund	855,733
Fidelity Securities Lending Cash Central Fund	33,763
Fidelity VIP Investment Grade Central Fund	1,319,175
Total	$ 3,010,711

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

Fund	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Commodity Strategy Central Fund	$ 2,907,291	$ 4,175,565	$ 3,911,444	$ 2,751,623	0.3%
Fidelity Emerging Markets Debt Central Fund	-	948,787	-	946,655	0.8%
Fidelity Emerging Markets Equity Central Fund	7,858,662	115,212	2,572,091	4,119,625	1.5%
Fidelity Floating Rate Central Fund	5,416,203	695,271	1,904,618	4,094,560	0.1%
Fidelity High Income Central Fund 1	6,768,440	423,916	2,461,454	4,627,374	0.9%
Fidelity International Equity Central Fund	26,462,332	5,199,347	3,209,818	23,390,361	1.6%
Fidelity VIP Investment Grade Central Fund	36,250,066	7,920,346	11,892,651	33,169,163	0.9%
Total	$ 85,662,994	$ 19,478,444	$ 25,952,076	$ 73,099,361

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 20,562,701	$ 20,056,652	$ 506,049	$ -
Consumer Staples	2,742,853	2,742,853	-	-
Energy	13,747,290	13,747,290	-	-
Financials	2,936,569	2,936,569	-	-
Health Care	8,028,278	8,028,278	-	-
Industrials	7,185,519	7,185,519	-	-
Information Technology	15,303,933	15,264,433	-	39,500
Materials	3,017,023	3,017,023	-	-
Telecommunication Services	558,093	558,093	-	-
Investment Companies	3,138,961	3,138,961	-	-
U.S. Government and Government Agency Obligations	499,991	-	499,991	-
Fixed-Income Funds	42,837,752	42,837,752	-	-
Money Market Funds	10,540,459	10,540,459	-	-
Equity Funds	30,261,609	30,261,609	-	-
Total Investments in Securities:	$ 161,361,031	$ 160,315,491	$ 1,006,040	$ 39,500

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

Investments in Securities:
Beginning Balance	$ 223,450
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(74)
Cost of Purchases	39,574
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	(223,450)
Ending Balance	$ 39,500
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2011	$ (74)

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

U.S. Government and U.S. Government Agency Obligations	13.9%
AAA,AA,A	3.8%
BBB	2.8%
BB	2.1%
B	3.3%
CCC,CC,C	0.3%
D	0.0%
Not Rated	0.4%
Equities*	67.8%
Short-Term Investments and Net Other Assets	5.6%
	100.0%

* Includes investment in Fidelity Commodity Strategy Central Fund of 1.7%

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

United States of America	75.9%
United Kingdom	3.9%
Japan	2.1%
Brazil	1.7%
Canada	1.5%
Netherlands	1.3%
Germany	1.2%
France	1.1%
Switzerland	1.1%
Others (Individually Less Than 1%)	10.2%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (including securities loaned of $2,154,489) - See accompanying schedule: Unaffiliated issuers (cost $72,064,058)	$ 77,721,211
Fidelity Central Funds (cost $90,627,368)	83,639,820
Total Investments (cost $162,691,426)		$ 161,361,031
Cash		54,037
Receivable for investments sold		6,134
Receivable for fund shares sold		9,959
Dividends receivable		72,338
Distributions receivable from Fidelity Central Funds		12,650
Prepaid expenses		479
Other receivables		4,357
Total assets		161,520,985

Liabilities
Payable for fund shares redeemed	$ 120,868
Accrued management fee	74,174
Distribution and service plan fees payable	1,337
Other affiliated payables	17,858
Other payables and accrued expenses	31,077
Collateral on securities loaned, at value	2,227,650
Total liabilities		2,472,964

Net Assets		$ 159,048,021
Net Assets consist of:
Paid in capital		$ 189,660,881
Distributions in excess of net investment income		(3,888)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(29,278,333)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,330,639)
Net Assets		$ 159,048,021

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($113,899,003 ÷ 8,533,806 shares)		$ 13.35

Service Class: Net Asset Value, offering price and redemption price per share ($5,653,848 ÷ 426,325 shares)		$ 13.26

Service Class 2: Net Asset Value, offering price and redemption price per share ($3,260,403 ÷ 246,897 shares)		$ 13.21

Investor Class: Net Asset Value, offering price and redemption price per share ($36,234,767 ÷ 2,725,325 shares)		$ 13.30

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Dividends		$ 888,275
Interest		184
Income from Fidelity Central Funds		3,010,711
Total income		3,899,170

Expenses
Management fee	$ 987,256
Transfer agent fees	170,974
Distribution and service plan fees	19,412
Accounting and security lending fees	87,480
Custodian fees and expenses	18,741
Independent trustees' compensation	676
Audit	48,993
Legal	1,696
Miscellaneous	1,516
Total expenses before reductions	1,336,744
Expense reductions	(23,750)	1,312,994
Net investment income (loss)		2,586,176
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	10,669,157
Fidelity Central Funds	888,255
Foreign currency transactions	(23,886)
Futures contracts	(186,402)
Capital gain distributions from Fidelity Central Funds	641,197
Total net realized gain (loss)		11,988,321
Change in net unrealized appreciation (depreciation) on: Investment securities	(25,444,375)
Assets and liabilities in foreign currencies	(665)
Futures contracts	(51,463)
Total change in net unrealized appreciation (depreciation)		(25,496,503)
Net gain (loss)		(13,508,182)
Net increase (decrease) in net assets resulting from operations		$ (10,922,006)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,586,176	$ 2,006,745
Net realized gain (loss)	11,988,321	15,906,125
Change in net unrealized appreciation (depreciation)	(25,496,503)	8,032,692
Net increase (decrease) in net assets resulting from operations	(10,922,006)	25,945,562
Distributions to shareholders from net investment income	(2,772,096)	(1,957,332)
Distributions to shareholders from net realized gain	(339,717)	(557,354)
Total distributions	(3,111,813)	(2,514,686)
Share transactions - net increase (decrease)	(8,641,746)	(16,470,726)
Total increase (decrease) in net assets	(22,675,565)	6,960,150

Net Assets
Beginning of period	181,723,586	174,763,436
End of period (including distributions in excess of net investment income of $3,888 and distributions in excess of net investment income of $7,498, respectively)	$ 159,048,021	$ 181,723,586

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.52	$ 12.66	$ 9.68	$ 15.51	$ 13.60
Income from Investment Operations
Net investment income (loss)^C	.22	.16	.17	.26	.29
Net realized and unrealized gain (loss)	(1.12)	1.91	3.01	(5.82)	2.24
Total from investment operations	(.90)	2.07	3.18	(5.56)	2.53
Distributions from net investment income	(.24)	(.16)	(.18)	(.26)	(.62)
Distributions from net realized gain	(.03)	(.05)	(.02)	(.01)	-
Total distributions	(.27)	(.21)	(.20)	(.27)	(.62)
Net asset value, end of period	$ 13.35	$ 14.52	$ 12.66	$ 9.68	$ 15.51
Total Return^{A, B}	(6.17)%	16.34%	32.91%	(35.81)%	18.97%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.73%	.74%	.78%	.74%	.74%
Expenses net of fee waivers, if any	.72%	.73%	.78%	.74%	.74%
Expenses net of all reductions	.71%	.72%	.77%	.73%	.73%
Net investment income (loss)	1.49%	1.20%	1.57%	1.90%	1.98%
Supplemental Data
Net assets, end of period (000 omitted)	$ 113,899	$ 138,051	$ 136,479	$ 118,672	$ 211,867
Portfolio turnover rate^E	71%	68%	126%	110%	132%

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

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

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.42	$ 12.58	$ 9.62	$ 15.41	$ 13.51
Income from Investment Operations
Net investment income (loss)^C	.20	.14	.16	.24	.27
Net realized and unrealized gain (loss)	(1.11)	1.89	2.99	(5.77)	2.22
Total from investment operations	(.91)	2.03	3.15	(5.53)	2.49
Distributions from net investment income	(.22)	(.15)	(.17)	(.25)	(.59)
Distributions from net realized gain	(.03)	(.05)	(.02)	(.01)	-
Total distributions	(.25)	(.19)^G	(.19)	(.26)	(.59)
Net asset value, end of period	$ 13.26	$ 14.42	$ 12.58	$ 9.62	$ 15.41
Total Return^{A, B}	(6.26)%	16.18%	32.79%	(35.88)%	18.79%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.83%	.84%	.88%	.84%	.84%
Expenses net of fee waivers, if any	.82%	.84%	.88%	.84%	.84%
Expenses net of all reductions	.81%	.82%	.87%	.83%	.83%
Net investment income (loss)	1.39%	1.09%	1.47%	1.80%	1.88%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,654	$ 3,999	$ 3,838	$ 2,911	$ 5,113
Portfolio turnover rate^E	71%	68%	126%	110%	132%

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.36	$ 12.51	$ 9.57	$ 15.34	$ 13.42
Income from Investment Operations
Net investment income (loss)^C	.17	.12	.14	.22	.25
Net realized and unrealized gain (loss)	(1.09)	1.88	2.97	(5.75)	2.21
Total from investment operations	(.92)	2.00	3.11	(5.53)	2.46
Distributions from net investment income	(.20)	(.11)	(.15)	(.23)	(.54)
Distributions from net realized gain	(.03)	(.05)	(.02)	(.01)	-
Total distributions	(.23)	(.15)^G	(.17)	(.24)	(.54)
Net asset value, end of period	$ 13.21	$ 14.36	$ 12.51	$ 9.57	$ 15.34
Total Return^{A, B}	(6.39)%	16.02%	32.55%	(36.05)%	18.68%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.01%	1.02%	1.06%	1.01%	1.02%
Expenses net of fee waivers, if any	1.01%	1.02%	1.06%	1.01%	1.02%
Expenses net of all reductions	1.00%	1.00%	1.05%	1.01%	1.01%
Net investment income (loss)	1.20%	.91%	1.29%	1.62%	1.70%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,260	$ 6,046	$ 8,139	$ 6,545	$ 8,622
Portfolio turnover rate^E	71%	68%	126%	110%	132%

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

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

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

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

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

Financial Highlights - Investor Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 14.46	$ 12.61	$ 9.65	$ 15.46	$ 13.56
Income from Investment Operations
Net investment income (loss)^C	.20	.15	.16	.24	.27
Net realized and unrealized gain (loss)	(1.10)	1.90	2.99	(5.78)	2.23
Total from investment operations	(.90)	2.05	3.15	(5.54)	2.50
Distributions from net investment income	(.23)	(.15)	(.17)	(.26)	(.60)
Distributions from net realized gain	(.03)	(.05)	(.02)	(.01)	-
Total distributions	(.26)	(.20)	(.19)	(.27)	(.60)
Net asset value, end of period	$ 13.30	$ 14.46	$ 12.61	$ 9.65	$ 15.46
Total Return^{A, B}	(6.20)%	16.25%	32.68%	(35.85)%	18.78%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.81%	.83%	.89%	.83%	.86%
Expenses net of fee waivers, if any	.81%	.82%	.89%	.83%	.86%
Expenses net of all reductions	.80%	.81%	.87%	.83%	.86%
Net investment income (loss)	1.41%	1.11%	1.47%	1.81%	1.86%
Supplemental Data
Net assets, end of period (000 omitted)	$ 36,235	$ 33,627	$ 26,307	$ 20,137	$ 16,370
Portfolio turnover rate^E	71%	68%	126%	110%	132%

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2011

1. Organization.

VIP Asset Manager: Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices	Expense Ratio*
Fidelity Commodity Strategy Central Fund	FMR Co., Inc. (FMRC)	Seeks to provide investment returns that correspond to the performance of the commodities market.	Investment in wholly-owned subsidiary organized under the laws of the Cayman Islands Repurchase Agreements Restricted Securities	.05%
Fidelity Emerging Markets Debt Central Fund	FMRC	Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities	.02%
Fidelity Emerging Markets Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities	.12%
Fidelity International Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in non-U.S. based common stocks, including securities of issuers located in emerging markets.	Foreign Securities Repurchase Agreements Restricted Securities	.02%
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities	.00%**
VIP Investment Grade Central Fund	Fidelity Investments Money Management, Inc. (FIMM)	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Repurchase Agreements Restricted Securities Swap Agreements	.00%**
Fidelity Money Market Central Funds	FIMM	Seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments	.00%**

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

** Amount represents less than .01%.

Annual Report

2. Investments in Fidelity Central Funds - continued

In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 17,899,762
Gross unrealized depreciation	(13,851,139)
Net unrealized appreciation (depreciation) on securities and other investments	$ 4,048,623

Tax Cost	$ 157,312,408

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (34,237,954)
Net unrealized appreciation (depreciation)	$ 4,048,379

Fiscal year of expiration
2016	$ (12,878,795)
2017	(21,359,159)
Total with expiration	$ (34,237,954)

The tax character of distributions paid was as follows:

	December 31, 2011	December 31, 2010
Ordinary Income	$ 3,111,813	$ 2,514,686

4. Operating Policies.

5. Derivative Instruments.

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

Equity Risk

Annual Report

Notes to Financial Statements - continued

5. Derivative Instruments - continued

The underlying face amount at value of open futures contracts at period end, if any, 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. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Certain risks arise upon entering into futures contracts, including the risk that an illiquid market limits the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of ($186,402) and a change in net unrealized appreciation (depreciation) of ($51,463) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $122,595,207 and $135,964,170, respectively.

7. Fees and Other Transactions with Affiliates.

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

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

During the period, FMR waived a portion of its management fee as described in the Expense Reductions note.

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

Service Class	$ 3,629
Service Class 2	15,783
	$ 19,412

Initial Class	$ 100,021
Service Class	2,867
Service Class 2	7,279
Investor Class	60,807
	$ 170,974

Annual Report

7. Fees and Other Transactions with Affiliates - continued

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $552 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $33,763, including $305 from securities loaned to FCM.

10. Expense Reductions.

FMR or its affiliates agreed to waive certain fees during the period as noted in the table below.

Initial Class	$ 2,253
Service Class	63
Service Class 2	110
Investor Class	651
	$ 3,077

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,	2011	2010
From net investment income
Initial Class	$ 2,018,353	$ 1,524,495
Service Class	50,378	40,585
Service Class 2	86,587	44,899
Investor Class	616,778	347,353
Total	$ 2,772,096	$ 1,957,332

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders - continued

Years ended December 31,	2011	2010
From net realized gain
Initial Class	$ 242,872	$ 423,471
Service Class	6,522	12,340
Service Class 2	12,555	18,708
Investor Class	77,768	102,835
Total	$ 339,717	$ 557,354

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended December 31,	2011	2010	2011	2010
Initial Class
Shares sold	324,970	314,056	$ 4,775,569	$ 4,175,708
Reinvestment of distributions	171,956	135,558	2,261,225	1,947,966
Shares redeemed	(1,472,410)	(1,723,443)	(21,398,844)	(22,677,836)
Net increase (decrease)	(975,484)	(1,273,829)	$ (14,362,050)	$ (16,554,162)
Service Class
Shares sold	209,255	27,481	$ 2,776,259	$ 366,364
Reinvestment of distributions	4,353	3,706	56,900	52,925
Shares redeemed	(64,541)	(59,096)	(925,999)	(772,171)
Net increase (decrease)	149,067	(27,909)	$ 1,907,160	$ (352,882)
Service Class 2
Shares sold	149,932	229,882	$ 2,168,633	$ 3,022,061
Reinvestment of distributions	7,620	4,473	99,142	63,607
Shares redeemed	(331,565)	(463,914)	(4,516,196)	(6,116,111)
Net increase (decrease)	(174,013)	(229,559)	$ (2,248,421)	$ (3,030,443)
Investor Class
Shares sold	881,525	645,314	$ 12,860,103	$ 8,630,814
Reinvestment of distributions	53,019	31,438	694,546	450,188
Shares redeemed	(534,217)	(437,500)	(7,493,084)	(5,614,241)
Net increase (decrease)	400,327	239,252	$ 6,061,565	$ 3,466,761

13. Other.

At the end of the period, FMR or its affiliates were the owners of record of 77% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of VIP Asset Manager: Growth Portfolio (the Fund), a fund of Variable Insurance Products Fund V, including the schedule of investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodians. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Asset Manager: Growth Portfolio as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2012

Annual Report

Trustees and Officers

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Abigail P. Johnson (50)
	Year of Election or Appointment: 2009 Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Albert R. Gamper, Jr. (69)
	Year of Election or Appointment: 2007 Mr. Gamper is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (60)
	Year of Election or Appointment: 2010 Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (64)
	Year of Election or Appointment: 2008 Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.
Michael E. Kenneally (57)
	Year of Election or Appointment: 2009 Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (71)
	Year of Election or Appointment: 2007 Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (65)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (72)
	Year of Election or Appointment: 2007 Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
John R. Hebble (53)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.
Derek L. Young (47)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as President and a Director of Strategic Advisers, Inc. (2011-present), President of the Global Asset Allocation Group (2011-present), and as Vice Chairman of Pyramis Global Advisers, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of the Global Asset Allocation Group (2009-2011) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
David J. Carter (38)
	Year of Election or Appointment: 2010 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Michael H. Whitaker (44)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Jeffrey S. Christian (50)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Deputy Treasurer of other Fidelity funds (2008-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2009 Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of 4.89% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Initial Class designates 17%, Service Class designates 18%, Service Class 2 designates 20%, and Investor Class designates 18%, of the dividends distributed in December 2011, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Asset Manager: Growth Portfolio

Annual Report

VIP Asset Manager: Growth Portfolio

vfv218

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Initial Class of the fund was in the first quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the 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. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Management Fee. 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." 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 31% means that 69% 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.

VIP Asset Manager: Growth Portfolio

vfv220

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 2010.

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

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

Fidelity Investments Money Management, Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAMG-ANN-0212
1.540207.114

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

Annual Report

December 31, 2011

vfv163

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
VIP Freedom Income Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2005 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2010 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2015 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2020 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2025 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2030 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2035 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2040 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2045 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP Freedom 2050 Portfolio^SM	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

Annual Report

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

VIP Freedom Income Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom Income Portfolio^SM - Initial Class	1.63%	3.60%	4.41%
VIP Freedom Income Portfolio - Service Class	1.56%	3.50%	4.31%
VIP Freedom Income Portfolio - Service Class 2	1.39%	3.35%	4.15%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

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

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Annual Report

VIP Freedom 2005 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom 2005 Portfolio^SM - Initial Class	0.18%	2.58%	4.52%
VIP Freedom 2005 Portfolio - Service Class	-0.04%	2.46%	4.40%
VIP Freedom 2005 Portfolio - Service Class 2	-0.09%	2.30%	4.25%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

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

vfv266

Annual Report

VIP Freedom 2010 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom 2010 Portfolio^SM - Initial Class	-0.19%	2.68%	4.69%
VIP Freedom 2010 Portfolio - Service Class	-0.28%	2.58%	4.58%
VIP Freedom 2010 Portfolio - Service Class 2	-0.43%	2.42%	4.41%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

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

vfv268

Annual Report

VIP Freedom 2015 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom 2015 Portfolio^SM - Initial Class	-0.36%	2.41%	4.90%
VIP Freedom 2015 Portfolio - Service Class	-0.41%	2.31%	4.80%
VIP Freedom 2015 Portfolio - Service Class 2	-0.52%	2.15%	4.65%

^A From April 26, 2005.

$10,000 Over Life of Fund

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

vfv270

Annual Report

VIP Freedom 2020 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom 2020 Portfolio^SM - Initial Class	-1.03%	1.66%	4.63%
VIP Freedom 2020 Portfolio - Service Class	-1.12%	1.57%	4.53%
VIP Freedom 2020 Portfolio - Service Class 2	-1.24%	1.41%	4.38%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

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

vfv272

Annual Report

VIP Freedom 2025 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom 2025 Portfolio^SM - Initial Class	-2.11%	1.41%	4.64%
VIP Freedom 2025 Portfolio - Service Class	-2.26%	1.30%	4.53%
VIP Freedom 2025 Portfolio - Service Class 2	-2.35%	1.16%	4.38%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

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

vfv274

Annual Report

VIP Freedom 2030 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of Fund^A
VIP Freedom 2030 Portfolio^SM - Initial Class	-2.60%	0.54%	4.22%
VIP Freedom 2030 Portfolio - Service Class	-2.70%	0.42%	4.12%
VIP Freedom 2030 Portfolio - Service Class 2	-2.83%	0.29%	3.96%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

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

vfv276

Annual Report

VIP Freedom 2035 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Life of Fund^A
VIP Freedom 2035 Portfolio^SM - Initial Class	-3.99%	18.04%
VIP Freedom 2035 Portfolio - Service Class	-4.10%	17.92%
VIP Freedom 2035 Portfolio - Service Class 2	-4.25%	17.73%

^AFrom April 8, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2035 Portfolio - Initial Class on April 8, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

vfv278

Annual Report

VIP Freedom 2040 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Life of Fund^A
VIP Freedom 2040 Portfolio^SM - Initial Class	-4.02%	18.35%
VIP Freedom 2040 Portfolio - Service Class	-4.17%	18.21%
VIP Freedom 2040 Portfolio - Service Class 2	-4.32%	18.05%

^AFrom April 8, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2040 Portfolio - Initial Class on April 8, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

vfv280

Annual Report

VIP Freedom 2045 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Life of Fund^A
VIP Freedom 2045 Portfolio^SM - Initial Class	-4.41%	18.37%
VIP Freedom 2045 Portfolio - Service Class	-4.52%	18.24%
VIP Freedom 2045 Portfolio - Service Class 2	-4.64%	18.08%

^AFrom April 8, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2045 Portfolio - Initial Class on April 8, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

vfv282

Annual Report

VIP Freedom 2050 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Life of Fund^A
VIP Freedom 2050 Portfolio^SM - Initial Class	-4.93%	18.64%
VIP Freedom 2050 Portfolio - Service Class	-5.06%	18.51%
VIP Freedom 2050 Portfolio - Service Class 2	-5.16%	18.33%

^AFrom April 8, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2050 Portfolio - Initial Class on April 8, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

vfv284

Annual Report

Management's Discussion of Fund Performance

Market Recap: Extreme market volatility took center stage during the 12 months ending December 31, 2011, stealing the spotlight from signs of progress in the global economy. Early in the year, aggressive monetary stimulus by the U.S. federal government, improving credit-market conditions and solid corporate earnings buoyed most major asset classes. As the period progressed, however, fresh worries about sovereign debt in Europe, inflation in China, gridlock over raising the debt ceiling in the U.S. - along with Standard & Poor's early-August downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth punctured investor confidence and ignited market instability. Domestic equities, as measured by the broad-based S&P 500® Index, gained 2.11%, easily outpaced the 13.61% decline of MSCI® ACWI® (All Country World Index) ex USA Index, a proxy for foreign stocks. Within the MSCI index, emerging markets declined the most (-18%), with investments here generally held back by a stronger U.S. dollar. The U.K. (-3%) fared better than the rest of Europe (-15%), which was the second-worst-performing index component. Bolstered by periodic flights to quality, U.S. investment-grade bonds posted a 7.84% advance, as reflected by the Barclays Capital® U.S. Aggregate Bond Index, outperforming the 4.37% gain of high-yield securities, as represented by The BofA Merrill Lynch^SM US High Yield Constrained Index. Hampered by financial woes in Europe, the sovereign debt of major developed markets outside the U.S. rose 4.86%, according to the Citigroup® Non-USD Group-of-Seven (G7) Equal Weighted Index, while the JPMorgan Emerging Markets Bond Index Global (EMBI Global) advanced 8.46%, despite the currency head wind.

Comments from Christopher Sharpe, Co-Portfolio Manager of VIP Freedom Funds, and Andrew Dierdorf, who became Co-Portfolio Manager on June 21, 2011: For the year ending December 31, 2011, only the two shortest-dated, most-conservative Funds - VIP Freedom Income Fund and VIP Freedom 2005 Fund - delivered a positive absolute return. VIP Freedom Income Fund performed best, buoyed by its higher allocation to investment-grade bonds, which did very well during the year. In contrast, the more-equity-focused Funds declined. VIP Freedom 2030 Fund, which has the highest allocation to U.S. and non-U.S. equities, saw the biggest decline. (For specific Fund results, please refer to the performance section of this report.) As volatility picked up throughout the year, returns for equities seesawed. The Funds' underlying equity funds - both U.S. and non-U.S. - also struggled to deliver positive results and keep pace with their respective benchmark indexes, due to unfavorable security selection overall. In aggregate, the Funds' U.S. equity asset class underperformed the Dow Jones U.S. Total Stock Market Index^SM, which rose 1.08% for the one-year period. Turning to the Funds' non-U.S. holdings, VIP Overseas Portfolio and VIP Emerging Markets Portfolio each experienced a double-digit decline. While financial woes across Europe plagued stocks globally, holding back the performance of VIP Overseas Portfolio, monetary tightening and signs of an economic slowdown in China, India and other developing countries presented head winds for emerging-markets stocks. In aggregate, the non-U.S. equity asset class lagged the MSCI® EAFE® (Europe, Australasia, Far East) Index, which fell 12.04%. With headline events and disappointing U.S. economic data - such as continued high levels of unemployment and a stagnant housing market - taking their toll on the equity markets, investors shifted their focus to higher-quality bonds, especially U.S. Treasuries. The performance of VIP Investment Grade Bond Portfolio fell just short of the Barclays Capital® U.S. Aggregate Bond Index, and the Funds' high-yield debt allocation to VIP High Income Portfolio underperformed by an even greater degree. As a result, the Funds' bond asset class, in aggregate, detracted from overall results. Lastly, representing the Funds' short-term debt asset class, VIP Money Market Portfolio performed on par with the Barclays Capital U.S. 3 Month Treasury Bellwether Index, which increased 0.11%.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2011 to December 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
VIP Freedom Income
Initial Class	.00%
Actual		$ 1,000.00	$ 991.20	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 991.50	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 990.70	$ 1.25
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2005
Initial Class	.00%
Actual		$ 1,000.00	$ 967.20	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 966.10	$ .50
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 965.60	$ 1.24
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
VIP Freedom 2010
Initial Class	.00%
Actual		$ 1,000.00	$ 959.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 958.70	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 958.10	$ 1.23
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2015
Initial Class	.00%
Actual		$ 1,000.00	$ 957.10	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 956.50	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 956.20	$ 1.23
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2020
Initial Class	.00%
Actual		$ 1,000.00	$ 945.90	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 945.80	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 945.50	$ 1.23
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2025
Initial Class	.00%
Actual		$ 1,000.00	$ 932.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 932.10	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 931.90	$ 1.22
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2030
Initial Class	.00%
Actual		$ 1,000.00	$ 926.80	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 926.70	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 926.20	$ 1.21
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
VIP Freedom 2035
Initial Class	.00%
Actual		$ 1,000.00	$ 913.00	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 912.00	$ .48
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 911.10	$ 1.20
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2040
Initial Class	.00%
Actual		$ 1,000.00	$ 911.60	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 910.90	$ .48
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 910.70	$ 1.20
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2045
Initial Class	.00%
Actual		$ 1,000.00	$ 907.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 907.20	$ .48
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 906.60	$ 1.20
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28
VIP Freedom 2050
Initial Class	.00%
Actual		$ 1,000.00	$ 902.70	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 901.50	$ .48
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 901.10	$ 1.20
Hypothetical^A		$ 1,000.00	$ 1,023.95	$ 1.28

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 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.

Annual Report

VIP Freedom Income Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	2.3	2.4
VIP Equity-Income Portfolio Initial Class	2.8	2.8
VIP Growth & Income Portfolio Initial Class	2.8	2.8
VIP Growth Portfolio Initial Class	2.7	2.9
VIP Mid Cap Portfolio Initial Class	1.0	1.0
VIP Value Portfolio Initial Class	2.4	2.4
VIP Value Strategies Portfolio Initial Class	1.0	1.0
	15.0	15.3
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	4.1	4.5
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	1.0	0.8
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.1	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	35.3	34.7
Short-Term Funds
VIP Money Market Portfolio Initial Class	39.5	39.8
Net Other Assets (Liabilities)	0.0*	(0.1)
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	15.0%
	Developed International Equity Funds	4.1%
	Emerging Markets Equity Funds	1.0%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	35.3%
	Short-Term Funds	39.5%

vfv298

Six months ago
	Domestic Equity Funds	15.3%
	Developed International Equity Funds	4.5%
	Emerging Markets Equity Funds	0.8%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.7%
	Short-Term Funds	39.8%
	Net Other Assets ^†	(0.1)%

vfv309

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

vfv317

The six months ago allocation is based on the fund's holdings as of June 30, 2011. The current allocation is based on the fund's holdings as of December 31, 2011. The expected allocation represents the fund's anticipated allocation at June 30, 2012.

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

Annual Report

VIP Freedom Income Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 15.0%
	Shares		Value
Domestic Equity Funds - 15.0%
VIP Contrafund Portfolio Initial Class	21,477		$ 494,405
VIP Equity-Income Portfolio Initial Class	31,611		590,805
VIP Growth & Income Portfolio Initial Class	47,244		594,797
VIP Growth Portfolio Initial Class	15,562		574,097
VIP Mid Cap Portfolio Initial Class	6,818		198,253
VIP Value Portfolio Initial Class	48,006		508,862
VIP Value Strategies Portfolio Initial Class	23,658		207,714
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,572,399)		3,168,933
International Equity Funds - 5.1%

Developed International Equity Funds - 4.1%
VIP Overseas Portfolio Initial Class	62,995		858,617
Emerging Markets Equity Funds - 1.0%
VIP Emerging Markets Portfolio Initial Class	28,552		220,990
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,144,076)		1,079,607
Bond Funds - 40.4%
	Shares		Value
High Yield Bond Funds - 5.1%
VIP High Income Portfolio Initial Class	202,737		$ 1,092,753
Investment Grade Bond Funds - 35.3%
VIP Investment Grade Bond Portfolio Initial Class	576,162		7,472,820
TOTAL BOND FUNDS (Cost $8,403,359)		8,565,573
Short-Term Funds - 39.5%

VIP Money Market Portfolio Initial Class (Cost $8,361,572)	8,361,572		8,361,572
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $21,481,406)			21,175,685
NET OTHER ASSETS (LIABILITIES) - 0.0%			(2,079)
NET ASSETS - 100%		$ 21,173,606

Other Information

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

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

Annual Report

VIP Freedom Income Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $21,481,406) - See accompanying schedule		$ 21,175,685
Cash		3,775
Receivable for investments sold		99,929
Receivable for fund shares sold		364,829
Total assets		21,644,218

Liabilities
Payable for investments purchased	$ 367,256
Payable for fund shares redeemed	101,541
Distribution and service plan fees payable	1,815
Total liabilities		470,612

Net Assets		$ 21,173,606
Net Assets consist of:
Paid in capital		$ 21,474,267
Undistributed net investment income		537
Accumulated undistributed net realized gain (loss) on investments		4,523
Net unrealized appreciation (depreciation) on investments		(305,721)
Net Assets		$ 21,173,606

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($10,937,521 ÷ 1,071,396 shares)		$ 10.21

Service Class: Net Asset Value, offering price and redemption price per share ($2,505,447 ÷ 245,242 shares)		$ 10.22

Service Class 2: Net Asset Value, offering price and redemption price per share ($7,730,638 ÷ 759,720 shares)		$ 10.18

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

Annual Report

VIP Freedom Income Portfolio

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 378,641

Expenses
Distribution and service plan fees	$ 20,493
Independent trustees' compensation	73
Total expenses before reductions	20,566
Expense reductions	(73)	20,493
Net investment income (loss)		358,148
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	1,156
Capital gain distributions from underlying funds	183,072
Total net realized gain (loss)		184,228
Change in net unrealized appreciation (depreciation) on underlying funds		(299,503)
Net gain (loss)		(115,275)
Net increase (decrease) in net assets resulting from operations		$ 242,873

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 358,148	$ 324,248
Net realized gain (loss)	184,228	453,688
Change in net unrealized appreciation (depreciation)	(299,503)	547,661
Net increase (decrease) in net assets resulting from operations	242,873	1,325,597
Distributions to shareholders from net investment income	(357,612)	(329,236)
Distributions to shareholders from net realized gain	(78,451)	(476,604)
Total distributions	(436,063)	(805,840)
Share transactions - net increase (decrease)	2,716,306	(1,464,915)
Total increase (decrease) in net assets	2,523,116	(945,158)

Net Assets
Beginning of period	18,650,490	19,595,648
End of period (including undistributed net investment income of $537 and undistributed net investment income of $0, respectively)	$ 21,173,606	$ 18,650,490

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.27	$ 10.00	$ 9.14	$ 10.80	$ 10.71
Income from Investment Operations
Net investment income (loss) ^C	.19	.19	.39	.36	.43
Net realized and unrealized gain (loss)	(.02)	.56	.96	(1.48)	.22
Total from investment operations	.17	.75	1.35	(1.12)	.65
Distributions from net investment income	(.19)	(.20)	(.35)	(.37)	(.44)
Distributions from net realized gain	(.04)	(.28)	(.15)	(.17)	(.12)
Total distributions	(.23)	(.48)	(.49) ^G	(.54)	(.56)
Net asset value, end of period	$ 10.21	$ 10.27	$ 10.00	$ 9.14	$ 10.80
Total Return ^{A, B}	1.63%	7.49%	14.95%	(10.45)%	6.10%
Ratios to Average Net Assets ^{D, F}
Expenses before reductions ^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	1.85%	1.88%	4.00%	3.50%	3.93%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,938	$ 11,165	$ 12,679	$ 8,976	$ 10,035
Portfolio turnover rate	49%	41%	32%	55%	56%

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

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

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

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

^E Amount represents less than .01%.

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.28	$ 10.00	$ 9.14	$ 10.81	$ 10.71
Income from Investment Operations
Net investment income (loss) ^C	.18	.18	.37	.35	.42
Net realized and unrealized gain (loss)	(.02)	.56	.97	(1.50)	.23
Total from investment operations	.16	.74	1.34	(1.15)	.65
Distributions from net investment income	(.18)	(.19)	(.33)	(.35)	(.43)
Distributions from net realized gain	(.04)	(.28)	(.15)	(.17)	(.12)
Total distributions	(.22)	(.46) ^G	(.48) ^F	(.52)	(.55)
Net asset value, end of period	$ 10.22	$ 10.28	$ 10.00	$ 9.14	$ 10.81
Total Return ^{A, B}	1.56%	7.46%	14.81%	(10.65)%	6.10%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	1.75%	1.78%	3.90%	3.40%	3.83%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,505	$ 172	$ 163	$ 258	$ 414
Portfolio turnover rate	49%	41%	32%	55%	56%

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

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.24	$ 9.97	$ 9.12	$ 10.78	$ 10.69
Income from Investment Operations
Net investment income (loss) ^C	.17	.17	.36	.33	.40
Net realized and unrealized gain (loss)	(.03)	.55	.96	(1.48)	.23
Total from investment operations	.14	.72	1.32	(1.15)	.63
Distributions from net investment income	(.16)	(.18)	(.33)	(.34)	(.42)
Distributions from net realized gain	(.04)	(.28)	(.15)	(.17)	(.12)
Total distributions	(.20)	(.45) ^G	(.47) ^F	(.51)	(.54)
Net asset value, end of period	$ 10.18	$ 10.24	$ 9.97	$ 9.12	$ 10.78
Total Return ^{A, B}	1.39%	7.25%	14.64%	(10.70)%	5.92%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	1.60%	1.63%	3.76%	3.25%	3.68%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,731	$ 7,313	$ 6,753	$ 4,836	$ 3,589
Portfolio turnover rate	49%	41%	32%	55%	56%

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

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

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

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

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

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

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

Annual Report

VIP Freedom 2005 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	4.6	4.8
VIP Equity-Income Portfolio Initial Class	5.6	5.6
VIP Growth & Income Portfolio Initial Class	5.6	5.6
VIP Growth Portfolio Initial Class	5.4	5.8
VIP Mid Cap Portfolio Initial Class	1.8	2.0
VIP Value Portfolio Initial Class	4.8	4.8
VIP Value Strategies Portfolio Initial Class	2.0	2.0
	29.8	30.6
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	7.8	9.2
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.0	1.6
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.2	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	30.5	30.5
Short-Term Funds
VIP Money Market Portfolio Initial Class	24.7	23.1
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	29.8%
	Developed International Equity Funds	7.8%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	5.2%
	Investment Grade Bond Funds	30.5%
	Short-Term Funds	24.7%

vfv325

Six months ago
	Domestic Equity Funds	30.6%
	Developed International Equity Funds	9.2%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	30.5%
	Short-Term Funds	23.1%

vfv333

Expected
	Domestic Equity Funds	27.2%
	Developed International Equity Funds	8.4%
	Emerging Markets Equity Funds	1.5%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	29.7%
	Short-Term Funds	28.2%

vfv341

The fund invests according to an asset allocation strategy that becomes increasingly conservative over time. The six months ago allocation is based on the fund's holdings as of June 30, 2011. The current allocation is based on the fund's holdings as of December 31, 2011. The expected allocation represents the fund's anticipated allocation at June 30, 2012.

Annual Report

VIP Freedom 2005 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 29.8%
	Shares		Value
Domestic Equity Funds - 29.8%
VIP Contrafund Portfolio Initial Class	11,143		$ 256,507
VIP Equity-Income Portfolio Initial Class	16,525		308,861
VIP Growth & Income Portfolio Initial Class	24,727		311,308
VIP Growth Portfolio Initial Class	8,065		297,533
VIP Mid Cap Portfolio Initial Class	3,513		102,153
VIP Value Portfolio Initial Class	25,104		266,103
VIP Value Strategies Portfolio Initial Class	12,345		108,385
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,878,259)		1,650,850
International Equity Funds - 9.8%

Developed International Equity Funds - 7.8%
VIP Overseas Portfolio Initial Class	31,810		433,576
Emerging Markets Equity Funds - 2.0%
VIP Emerging Markets Portfolio Initial Class	14,064		108,859
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $736,651)		542,435
Bond Funds - 35.7%
	Shares		Value
High Yield Bond Funds - 5.2%
VIP High Income Portfolio Initial Class	53,302		$ 287,296
Investment Grade Bond Funds - 30.5%
VIP Investment Grade Bond Portfolio Initial Class	130,566		1,693,436
TOTAL BOND FUNDS (Cost $1,953,446)		1,980,732
Short-Term Funds - 24.7%

VIP Money Market Portfolio Initial Class (Cost $1,370,831)	1,370,831		1,370,831
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $5,939,187)			5,544,848
NET OTHER ASSETS (LIABILITIES) - 0.0%			(311)
NET ASSETS - 100%		$ 5,544,537

Other Information

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

Annual Report

VIP Freedom 2005 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $5,939,187) - See accompanying schedule		$ 5,544,848
Receivable for investments sold		29,863
Receivable for fund shares sold		278
Total assets		5,574,989

Liabilities
Payable for fund shares redeemed	$ 30,130
Distribution and service plan fees payable	322
Total liabilities		30,452

Net Assets		$ 5,544,537
Net Assets consist of:
Paid in capital		$ 6,211,008
Accumulated undistributed net realized gain (loss) on investments		(272,132)
Net unrealized appreciation (depreciation) on investments		(394,339)
Net Assets		$ 5,544,537

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($5,223,845 ÷ 530,052 shares)		$ 9.86

Service Class: Net Asset Value, offering price and redemption price per share ($94,841 ÷ 9,617 shares)		$ 9.86

Service Class 2: Net Asset Value, offering price and redemption price per share ($225,851 ÷ 22,930 shares)		$ 9.85

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 130,334

Expenses
Distribution and service plan fees	$ 1,244
Independent trustees' compensation	21
Total expenses before reductions	1,265
Expense reductions	(21)	1,244
Net investment income (loss)		129,090
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(91,461)
Capital gain distributions from underlying funds	52,736
Total net realized gain (loss)		(38,725)
Change in net unrealized appreciation (depreciation) on underlying funds		(73,018)
Net gain (loss)		(111,743)
Net increase (decrease) in net assets resulting from operations		$ 17,347

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 129,090	$ 117,868
Net realized gain (loss)	(38,725)	(54,409)
Change in net unrealized appreciation (depreciation)	(73,018)	602,863
Net increase (decrease) in net assets resulting from operations	17,347	666,322
Distributions to shareholders from net investment income	(128,904)	(118,355)
Distributions to shareholders from net realized gain	(25,204)	(79,802)
Total distributions	(154,108)	(198,157)
Share transactions - net increase (decrease)	(386,788)	(1,588,370)
Total increase (decrease) in net assets	(523,549)	(1,120,205)

Net Assets
Beginning of period	6,068,086	7,188,291
End of period	$ 5,544,537	$ 6,068,086

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.07	$ 9.34	$ 8.14	$ 11.59	$ 11.41
Income from Investment Operations
Net investment income (loss) ^C	.22	.18	.34	.34	.38
Net realized and unrealized gain (loss)	(.20)	.87	1.48	(3.06)	.60
Total from investment operations	.02	1.05	1.82	(2.72)	.98
Distributions from net investment income	(.19)	(.20)	(.35)	(.34)	(.34)
Distributions from net realized gain	(.04)	(.12)	(.26)	(.39)	(.47)
Total distributions	(.23)	(.32)	(.62) ^H	(.73)	(.80) ^G
Net asset value, end of period	$ 9.86	$ 10.07	$ 9.34	$ 8.14	$ 11.59
Total Return ^{A, B}	.18%	11.34%	23.02%	(23.83)%	8.65%
Ratios to Average Net Assets ^{D, F}
Expenses before reductions ^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.17%	1.90%	3.95%	3.29%	3.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,224	$ 5,733	$ 6,833	$ 5,993	$ 9,203
Portfolio turnover rate	54%	42%	50%	51%	51%

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

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

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

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

^E Amount represents less than .01%.

^G Total distributions of $.80 per share is comprised of distributions from net investment income of $.335 and distributions from net realized gain of $.465 per share.

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.08	$ 9.35	$ 8.14	$ 11.59	$ 11.41
Income from Investment Operations
Net investment income (loss) ^C	.21	.17	.33	.33	.37
Net realized and unrealized gain (loss)	(.21)	.87	1.48	(3.06)	.60
Total from investment operations	- ^F	1.04	1.81	(2.73)	.97
Distributions from net investment income	(.18)	(.19)	(.34)	(.33)	(.32)
Distributions from net realized gain	(.04)	(.12)	(.26)	(.39)	(.47)
Total distributions	(.22)	(.31)	(.60) ^H	(.72)	(.79) ^G
Net asset value, end of period	$ 9.86	$ 10.08	$ 9.35	$ 8.14	$ 11.59
Total Return ^{A, B}	(.04)%	11.24%	23.00%	(23.95)%	8.55%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	2.07%	1.80%	3.85%	3.19%	3.10%
Supplemental Data
Net assets, end of period (000 omitted)	$ 95	$ 179	$ 172	$ 250	$ 449
Portfolio turnover rate	54%	42%	50%	51%	51%

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

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

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

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

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

^G Total distributions of $.79 per share is comprised of distributions from net investment income of $.323 and distributions from net realized gain of $.465 per share.

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.08	$ 9.35	$ 8.14	$ 11.59	$ 11.41
Income from Investment Operations
Net investment income (loss) ^C	.19	.16	.32	.31	.35
Net realized and unrealized gain (loss)	(.20)	.86	1.48	(3.06)	.60
Total from investment operations	(.01)	1.02	1.80	(2.75)	.95
Distributions from net investment income	(.18)	(.18)	(.32)	(.31)	(.31)
Distributions from net realized gain	(.04)	(.12)	(.26)	(.39)	(.47)
Total distributions	(.22)	(.29) ^H	(.59) ^G	(.70)	(.77) ^F
Net asset value, end of period	$ 9.85	$ 10.08	$ 9.35	$ 8.14	$ 11.59
Total Return ^{A, B}	(.09)%	11.06%	22.78%	(24.12)%	8.40%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	1.92%	1.65%	3.70%	3.04%	2.95%
Supplemental Data
Net assets, end of period (000 omitted)	$ 226	$ 157	$ 183	$ 271	$ 456
Portfolio turnover rate	54%	42%	50%	51%	51%

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

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

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

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

^F Total distributions of $.77 per share is comprised of distributions from net investment income of $.306 and distributions from net realized gain of $.465 per share.

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

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

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

Annual Report

VIP Freedom 2010 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	5.7	5.8
VIP Equity-Income Portfolio Initial Class	6.9	6.7
VIP Growth & Income Portfolio Initial Class	6.9	6.7
VIP Growth Portfolio Initial Class	6.7	6.9
VIP Mid Cap Portfolio Initial Class	2.3	2.4
VIP Value Portfolio Initial Class	5.9	5.8
VIP Value Strategies Portfolio Initial Class	2.4	2.4
	36.8	36.7
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	9.8	11.2
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.5	1.9
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.1	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.8	34.6
Short-Term Funds
VIP Money Market Portfolio Initial Class	11.0	10.7
Net Other Assets (Liabilities)	0.0*	(0.1)
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	36.8%
	Developed International Equity Funds	9.8%
	Emerging Markets Equity Funds	2.5%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	34.8%
	Short-Term Funds	11.0%

vfv349

Six months ago
	Domestic Equity Funds	36.7%
	Developed International Equity Funds	11.2%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.6%
	Short-Term Funds	10.7%
	Net Other Assets ^†	(0.1)%

vfv358

Expected
	Domestic Equity Funds	35.7%
	Developed International Equity Funds	11.1%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.5%
	Short-Term Funds	11.8%

vfv366

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

Annual Report

VIP Freedom 2010 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 36.8%
	Shares		Value
Domestic Equity Funds - 36.8%
VIP Contrafund Portfolio Initial Class	447,769		$ 10,307,654
VIP Equity-Income Portfolio Initial Class	658,010		12,298,203
VIP Growth & Income Portfolio Initial Class	983,379		12,380,740
VIP Growth Portfolio Initial Class	324,016		11,952,961
VIP Mid Cap Portfolio Initial Class	142,866		4,154,557
VIP Value Portfolio Initial Class	1,000,345		10,603,652
VIP Value Strategies Portfolio Initial Class	495,359		4,349,255
TOTAL DOMESTIC EQUITY FUNDS (Cost $72,553,479)		66,047,022
International Equity Funds - 12.3%

Developed International Equity Funds - 9.8%
VIP Overseas Portfolio Initial Class	1,295,684		17,660,169
Emerging Markets Equity Funds - 2.5%
VIP Emerging Markets Portfolio Initial Class	587,849		4,549,949
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $28,043,632)		22,210,118
Bond Funds - 39.9%
	Shares		Value
High Yield Bond Funds - 5.1%
VIP High Income Portfolio Initial Class	1,711,503		$ 9,224,999
Investment Grade Bond Funds - 34.8%
VIP Investment Grade Bond Portfolio Initial Class	4,817,528		62,483,334
TOTAL BOND FUNDS (Cost $71,047,536)		71,708,333
Short-Term Funds - 11.0%

VIP Money Market Portfolio Initial Class (Cost $19,724,734)	19,724,734		19,724,734
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $191,369,381)			179,690,207
NET OTHER ASSETS (LIABILITIES) - 0.0%			(73,145)
NET ASSETS - 100%		$ 179,617,062

Other Information

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

Annual Report

VIP Freedom 2010 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $191,369,381) - See accompanying schedule		$ 179,690,207
Cash		370
Receivable for investments sold		434,579
Receivable for fund shares sold		38,619
Total assets		180,163,775

Liabilities
Payable for fund shares redeemed	$ 517,263
Distribution and service plan fees payable	29,450
Total liabilities		546,713

Net Assets		$ 179,617,062
Net Assets consist of:
Paid in capital		$ 191,344,636
Undistributed net investment income		3,257
Accumulated undistributed net realized gain (loss) on investments		(51,657)
Net unrealized appreciation (depreciation) on investments		(11,679,174)
Net Assets		$ 179,617,062

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($22,337,671 ÷ 2,167,592 shares)		$ 10.31

Service Class: Net Asset Value, offering price and redemption price per share ($20,926,880 ÷ 2,032,470 shares)		$ 10.30

Service Class 2: Net Asset Value, offering price and redemption price per share ($136,352,511 ÷ 13,291,287 shares)		$ 10.26

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 3,841,239

Expenses
Distribution and service plan fees	$ 335,799
Independent trustees' compensation	602
Total expenses before reductions	336,401
Expense reductions	(602)	335,799
Net investment income (loss)		3,505,440
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	123,432
Capital gain distributions from underlying funds	1,602,132
Total net realized gain (loss)		1,725,564
Change in net unrealized appreciation (depreciation) on underlying funds		(6,181,305)
Net gain (loss)		(4,455,741)
Net increase (decrease) in net assets resulting from operations		$ (950,301)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,505,440	$ 3,027,486
Net realized gain (loss)	1,725,564	2,094,428
Change in net unrealized appreciation (depreciation)	(6,181,305)	11,980,452
Net increase (decrease) in net assets resulting from operations	(950,301)	17,102,366
Distributions to shareholders from net investment income	(3,501,665)	(3,027,992)
Distributions to shareholders from net realized gain	(930,001)	(2,711,578)
Total distributions	(4,431,666)	(5,739,570)
Share transactions - net increase (decrease)	25,200,781	20,210,504
Total increase (decrease) in net assets	19,818,814	31,573,300

Net Assets
Beginning of period	159,798,248	128,224,948
End of period (including undistributed net investment income of $3,257 and undistributed net investment income of $7,845, respectively)	$ 179,617,062	$ 159,798,248

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.61	$ 9.77	$ 8.23	$ 11.96	$ 11.59
Income from Investment Operations
Net investment income (loss) ^C	.24	.24	.38	.35	.36
Net realized and unrealized gain (loss)	(.26)	1.02	1.60	(3.32)	.64
Total from investment operations	(.02)	1.26	1.98	(2.97)	1.00
Distributions from net investment income	(.23)	(.23)	(.37)	(.31)	(.30)
Distributions from net realized gain	(.06)	(.19)	(.07)	(.45)	(.33)
Total distributions	(.28) ^G	(.42)	(.44)	(.76)	(.63)
Net asset value, end of period	$ 10.31	$ 10.61	$ 9.77	$ 8.23	$ 11.96
Total Return ^{A, B}	(.19)%	12.95%	24.27%	(25.05)%	8.71%
Ratios to Average Net Assets ^{D, F}
Expenses before reductions ^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.27%	2.38%	4.22%	3.27%	2.95%
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,338	$ 22,573	$ 21,197	$ 24,962	$ 26,629
Portfolio turnover rate	17%	29%	28%	34%	21%

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

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

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

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

^E Amount represents less than .01%.

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.60	$ 9.77	$ 8.23	$ 11.95	$ 11.58
Income from Investment Operations
Net investment income (loss) ^C	.23	.23	.37	.33	.35
Net realized and unrealized gain (loss)	(.26)	1.01	1.60	(3.30)	.64
Total from investment operations	(.03)	1.24	1.97	(2.97)	.99
Distributions from net investment income	(.22)	(.21)	(.36)	(.30)	(.29)
Distributions from net realized gain	(.06)	(.19)	(.07)	(.45)	(.33)
Total distributions	(.27) ^G	(.41) ^F	(.43)	(.75)	(.62)
Net asset value, end of period	$ 10.30	$ 10.60	$ 9.77	$ 8.23	$ 11.95
Total Return ^{A, B}	(.28)%	12.74%	24.15%	(25.08)%	8.65%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	2.17%	2.28%	4.12%	3.17%	2.85%
Supplemental Data
Net assets, end of period (000 omitted)	$ 20,927	$ 19,259	$ 19,238	$ 17,137	$ 19,295
Portfolio turnover rate	17%	29%	28%	34%	21%

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.56	$ 9.74	$ 8.21	$ 11.92	$ 11.56
Income from Investment Operations
Net investment income (loss) ^C	.22	.22	.35	.32	.33
Net realized and unrealized gain (loss)	(.26)	.99	1.60	(3.29)	.64
Total from investment operations	(.04)	1.21	1.95	(2.97)	.97
Distributions from net investment income	(.20)	(.20)	(.35)	(.29)	(.28)
Distributions from net realized gain	(.06)	(.19)	(.07)	(.45)	(.33)
Total distributions	(.26)	(.39)	(.42)	(.74)	(.61)
Net asset value, end of period	$ 10.26	$ 10.56	$ 9.74	$ 8.21	$ 11.92
Total Return ^{A, B}	(.43)%	12.55%	23.95%	(25.17)%	8.42%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	2.02%	2.13%	3.97%	3.02%	2.70%
Supplemental Data
Net assets, end of period (000 omitted)	$ 136,353	$ 117,966	$ 87,791	$ 66,370	$ 62,510
Portfolio turnover rate	17%	29%	28%	34%	21%

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

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

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

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

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

Annual Report

VIP Freedom 2015 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	5.9	5.9
VIP Equity-Income Portfolio Initial Class	7.0	6.9
VIP Growth & Income Portfolio Initial Class	7.1	6.9
VIP Growth Portfolio Initial Class	6.8	7.1
VIP Mid Cap Portfolio Initial Class	2.4	2.4
VIP Value Portfolio Initial Class	6.1	5.9
VIP Value Strategies Portfolio Initial Class	2.5	2.5
	37.8	37.6
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	10.1	11.4
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	2.6	2.0
High Yield Bond Funds
VIP High Income Portfolio Initial Class	5.2	5.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	34.9	34.4
Short-Term Funds
VIP Money Market Portfolio Initial Class	9.5	9.5

Net Other Assets (Liabilities)	(0.1)	0.0*
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	37.8%
	Developed International Equity Funds	10.1%
	Emerging Markets Equity Funds	2.6%
	High Yield Bond Funds	5.2%
	Investment Grade Bond Funds	34.9%
	Short-Term Funds	9.5%
	Net Other Assets ^†	(0.1)%

vfv375

Six months ago
	Domestic Equity Funds	37.6%
	Developed International Equity Funds	11.4%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	34.4%
	Short-Term Funds	9.5%

vfv383

Expected
	Domestic Equity Funds	36.8%
	Developed International Equity Funds	11.4%
	Emerging Markets Equity Funds	2.0%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	34.9%
	Short-Term Funds	9.9%

vfv391

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

Annual Report

VIP Freedom 2015 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 37.8%
	Shares		Value
Domestic Equity Funds - 37.8%
VIP Contrafund Portfolio Initial Class	260,703		$ 6,001,373
VIP Equity-Income Portfolio Initial Class	383,406		7,165,855
VIP Growth & Income Portfolio Initial Class	573,067		7,214,919
VIP Growth Portfolio Initial Class	188,867		6,967,303
VIP Mid Cap Portfolio Initial Class	83,105		2,416,689
VIP Value Portfolio Initial Class	582,566		6,175,203
VIP Value Strategies Portfolio Initial Class	288,222		2,530,592
TOTAL DOMESTIC EQUITY FUNDS (Cost $39,870,452)		38,471,934
International Equity Funds - 12.7%

Developed International Equity Funds - 10.1%
VIP Overseas Portfolio Initial Class	754,549		10,284,508
Emerging Markets Equity Funds - 2.6%
VIP Emerging Markets Portfolio Initial Class	342,242		2,648,952
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $15,720,908)		12,933,460
Bond Funds - 40.1%
	Shares		Value
High Yield Bond Funds - 5.2%
VIP High Income Portfolio Initial Class	976,522		$ 5,263,452
Investment Grade Bond Funds - 34.9%
VIP Investment Grade Bond Portfolio Initial Class	2,739,479		35,531,039
TOTAL BOND FUNDS (Cost $40,132,859)		40,794,491
Short-Term Funds - 9.5%

VIP Money Market Portfolio Initial Class (Cost $9,724,413)	9,724,413		9,724,413
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $105,448,632)			101,924,298
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(55,936)
NET ASSETS - 100%		$ 101,868,362

Other Information

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

Annual Report

Fidelity VIP Freedom 2015 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $105,448,632) - See accompanying schedule		$ 101,924,298
Receivable for investments sold		515,823
Receivable for fund shares sold		27,886
Total assets		102,468,007

Liabilities
Payable to custodian bank	$ 79
Payable for fund shares redeemed	587,600
Distribution and service plan fees payable	11,966
Total liabilities		599,645

Net Assets		$ 101,868,362
Net Assets consist of:
Paid in capital		$ 105,294,793
Accumulated undistributed net realized gain (loss) on investments		97,903
Net unrealized appreciation (depreciation) on investments		(3,524,334)
Net Assets		$ 101,868,362

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($38,879,425 ÷ 3,744,150 shares)		$ 10.38

Service Class: Net Asset Value, offering price and redemption price per share ($7,743,053 ÷ 746,396 shares)		$ 10.37

Service Class 2: Net Asset Value, offering price and redemption price per share ($55,245,884 ÷ 5,342,327 shares)		$ 10.34

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

Annual Report

Fidelity VIP Freedom 2015 Portfolio

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 2,189,456

Expenses
Distribution and service plan fees	$ 145,878
Independent trustees' compensation	363
Total expenses before reductions	146,241
Expense reductions	(363)	145,878
Net investment income (loss)		2,043,578
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	169,820
Capital gain distributions from underlying funds	964,139
Total net realized gain (loss)		1,133,959
Change in net unrealized appreciation (depreciation) on underlying funds		(3,546,950)
Net gain (loss)		(2,412,991)
Net increase (decrease) in net assets resulting from operations		$ (369,413)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,043,578	$ 1,902,444
Net realized gain (loss)	1,133,959	866,011
Change in net unrealized appreciation (depreciation)	(3,546,950)	8,117,654
Net increase (decrease) in net assets resulting from operations	(369,413)	10,886,109
Distributions to shareholders from net investment income	(2,043,772)	(1,907,875)
Distributions to shareholders from net realized gain	(530,501)	(1,118,696)
Total distributions	(2,574,273)	(3,026,571)
Share transactions - net increase (decrease)	6,442,512	9,160,517
Total increase (decrease) in net assets	3,498,826	17,020,055

Net Assets
Beginning of period	98,369,536	81,349,481
End of period	$ 101,868,362	$ 98,369,536

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.70	$ 9.78	$ 8.19	$ 12.29	$ 11.93
Income from Investment Operations
Net investment income (loss) ^C	.23	.23	.38	.33	.37
Net realized and unrealized gain (loss)	(.27)	1.04	1.67	(3.61)	.73
Total from investment operations	(.04)	1.27	2.05	(3.28)	1.10
Distributions from net investment income	(.23)	(.23)	(.34)	(.30)	(.36)
Distributions from net realized gain	(.06)	(.13)	(.12)	(.52)	(.38)
Total distributions	(.28) ^H	(.35) ^G	(.46)	(.82) ^F	(.74)
Net asset value, end of period	$ 10.38	$ 10.70	$ 9.78	$ 8.19	$ 12.29
Total Return ^{A, B}	(.36)%	13.09%	25.28%	(27.03)%	9.33%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions ^I	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.16%	2.30%	4.21%	3.11%	2.93%
Supplemental Data
Net assets, end of period (000 omitted)	$ 38,879	$ 39,535	$ 37,291	$ 25,977	$ 33,780
Portfolio turnover rate	26%	30%	23%	27%	18%

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

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

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

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

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

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

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

^I Amount represents less than .01%.

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.69	$ 9.77	$ 8.19	$ 12.29	$ 11.93
Income from Investment Operations
Net investment income (loss) ^C	.22	.22	.37	.31	.35
Net realized and unrealized gain (loss)	(.26)	1.05	1.66	(3.60)	.74
Total from investment operations	(.04)	1.27	2.03	(3.29)	1.09
Distributions from net investment income	(.22)	(.22)	(.33)	(.29)	(.35)
Distributions from net realized gain	(.06)	(.13)	(.12)	(.52)	(.38)
Total distributions	(.28)	(.35)	(.45)	(.81) ^F	(.73)
Net asset value, end of period	$ 10.37	$ 10.69	$ 9.77	$ 8.19	$ 12.29
Total Return ^{A, B}	(.41)%	13.00%	25.06%	(27.10)%	9.23%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	2.06%	2.20%	4.12%	3.01%	2.83%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,743	$ 2,723	$ 1,524	$ 936	$ 477
Portfolio turnover rate	26%	30%	23%	27%	18%

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.65	$ 9.74	$ 8.16	$ 12.26	$ 11.91
Income from Investment Operations
Net investment income (loss) ^C	.21	.21	.35	.30	.33
Net realized and unrealized gain (loss)	(.26)	1.03	1.67	(3.61)	.74
Total from investment operations	(.05)	1.24	2.02	(3.31)	1.07
Distributions from net investment income	(.20)	(.20)	(.32)	(.28)	(.34)
Distributions from net realized gain	(.06)	(.13)	(.12)	(.52)	(.38)
Total distributions	(.26)	(.33)	(.44)	(.79) ^F	(.72)
Net asset value, end of period	$ 10.34	$ 10.65	$ 9.74	$ 8.16	$ 12.26
Total Return ^{A, B}	(.52)%	12.79%	25.02%	(27.30)%	9.07%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	1.91%	2.05%	3.97%	2.86%	2.68%
Supplemental Data
Net assets, end of period (000 omitted)	$ 55,246	$ 56,112	$ 42,534	$ 25,855	$ 24,497
Portfolio turnover rate	26%	30%	23%	27%	18%

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

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

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

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

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

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

Annual Report

VIP Freedom 2020 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.8	7.0
VIP Equity-Income Portfolio Initial Class	8.1	8.1
VIP Growth & Income Portfolio Initial Class	8.1	8.1
VIP Growth Portfolio Initial Class	7.9	8.3
VIP Mid Cap Portfolio Initial Class	2.7	2.8
VIP Value Portfolio Initial Class	7.0	6.9
VIP Value Strategies Portfolio Initial Class	2.9	2.9
	43.5	44.1
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	11.6	13.5
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.0	2.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	6.4	6.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	30.7	29.5
Short-Term Funds
VIP Money Market Portfolio Initial Class	4.8	4.1
Net Other Assets (Liabilities) *	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	43.5%
	Developed International Equity Funds	11.6%
	Emerging Markets Equity Funds	3.0%
	High Yield Bond Funds	6.4%
	Investment Grade Bond Funds	30.7%
	Short-Term Funds	4.8%

vfv399

Six months ago
	Domestic Equity Funds	44.1%
	Developed International Equity Funds	13.5%
	Emerging Markets Equity Funds	2.3%
	High Yield Bond Funds	6.5%
	Investment Grade Bond Funds	29.5%
	Short-Term Funds	4.1%

vfv407

Expected
	Domestic Equity Funds	41.2%
	Developed International Equity Funds	12.9%
	Emerging Markets Equity Funds	2.2%
	High Yield Bond Funds	6.0%
	Investment Grade Bond Funds	31.7%
	Short-Term Funds	6.0%

vfv415

Annual Report

VIP Freedom 2020 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 43.5%
	Shares		Value
Domestic Equity Funds - 43.5%
VIP Contrafund Portfolio Initial Class	1,504,474		$ 34,632,985
VIP Equity-Income Portfolio Initial Class	2,213,856		41,376,968
VIP Growth & Income Portfolio Initial Class	3,308,668		41,656,135
VIP Growth Portfolio Initial Class	1,090,025		40,211,016
VIP Mid Cap Portfolio Initial Class	479,220		13,935,729
VIP Value Portfolio Initial Class	3,361,392		35,630,759
VIP Value Strategies Portfolio Initial Class	1,661,721		14,589,908
TOTAL DOMESTIC EQUITY FUNDS (Cost $226,369,852)		222,033,500
International Equity Funds - 14.6%

Developed International Equity Funds - 11.6%
VIP Overseas Portfolio Initial Class	4,355,134		59,360,471
Emerging Markets Equity Funds - 3.0%
VIP Emerging Markets Portfolio Initial Class	1,973,334		15,273,606
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $89,553,127)		74,634,077
Bond Funds - 37.1%
	Shares		Value
High Yield Bond Funds - 6.4%
VIP High Income Portfolio Initial Class	6,096,910		$ 32,862,346
Investment Grade Bond Funds - 30.7%
VIP Investment Grade Bond Portfolio Initial Class	12,096,102		156,886,440
TOTAL BOND FUNDS (Cost $189,548,943)		189,748,786
Short-Term Funds - 4.8%

VIP Money Market Portfolio Initial Class (Cost $24,739,026)	24,739,026		24,739,026
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $530,210,948)			511,155,389
NET OTHER ASSETS (LIABILITIES) - 0.0%			(129,937)
NET ASSETS - 100%		$ 511,025,452

Other Information

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

Annual Report

Fidelity VIP Freedom 2020 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $530,210,948) - See accompanying schedule		$ 511,155,389
Cash		160
Receivable for fund shares sold		1,141,807
Total assets		512,297,356

Liabilities
Payable for investments purchased	$ 1,001,227
Payable for fund shares redeemed	180,652
Distribution and service plan fees payable	90,025
Total liabilities		1,271,904

Net Assets		$ 511,025,452
Net Assets consist of:
Paid in capital		$ 530,320,773
Accumulated undistributed net realized gain (loss) on investments		(239,762)
Net unrealized appreciation (depreciation) on investments		(19,055,559)
Net Assets		$ 511,025,452

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($47,730,562 ÷ 4,673,414 shares)		$ 10.21

Service Class: Net Asset Value, offering price and redemption price per share ($36,817,620 ÷ 3,610,661 shares)		$ 10.20

Service Class 2: Net Asset Value, offering price and redemption price per share ($426,477,270 ÷ 41,952,268 shares)		$ 10.17

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

Annual Report

Fidelity VIP Freedom 2020 Portfolio

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 11,339,995
Interest		3
Total income		11,339,998

Expenses
Distribution and service plan fees	$ 970,454
Independent trustees' compensation	1,609
Total expenses before reductions	972,063
Expense reductions	(1,609)	970,454
Net investment income (loss)		10,369,544
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	91,798
Capital gain distributions from underlying funds	3,729,006
Total net realized gain (loss)		3,820,804
Change in net unrealized appreciation (depreciation) on underlying funds		(22,099,443)
Net gain (loss)		(18,278,639)
Net increase (decrease) in net assets resulting from operations		$ (7,909,095)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 10,369,544	$ 7,410,113
Net realized gain (loss)	3,820,804	1,627,031
Change in net unrealized appreciation (depreciation)	(22,099,443)	35,177,912
Net increase (decrease) in net assets resulting from operations	(7,909,095)	44,215,056
Distributions to shareholders from net investment income	(10,386,172)	(7,414,198)
Distributions to shareholders from net realized gain	(1,960,572)	(2,619,651)
Total distributions	(12,346,744)	(10,033,849)
Share transactions - net increase (decrease)	142,556,761	100,585,667
Total increase (decrease) in net assets	122,300,922	134,766,874

Net Assets
Beginning of period	388,724,530	253,957,656
End of period	$ 511,025,452	$ 388,724,530

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.59	$ 9.52	$ 7.71	$ 12.63	$ 12.10
Income from Investment Operations
Net investment income (loss) ^C	.26	.26	.33	.32	.35
Net realized and unrealized gain (loss)	(.37)	1.11	1.88	(4.38)	.88
Total from investment operations	(.11)	1.37	2.21	(4.06)	1.23
Distributions from net investment income	(.23)	(.22)	(.29)	(.28)	(.27)
Distributions from net realized gain	(.04)	(.08)	(.11)	(.59)	(.43)
Total distributions	(.27)	(.30)	(.40) ^I	(.86) ^H	(.70) ^G
Net asset value, end of period	$ 10.21	$ 10.59	$ 9.52	$ 7.71	$ 12.63
Total Return ^{A, B}	(1.03)%	14.49%	28.97%	(32.60)%	10.23%
Ratios to Average Net Assets ^{D, F}
Expenses before reductions ^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.47%	2.61%	3.93%	3.07%	2.76%
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,731	$ 45,225	$ 38,330	$ 33,089	$ 31,465
Portfolio turnover rate	10%	21%	18%	24%	12%

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

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

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

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

^E Amount represents less than .01%.

^G Total distributions of $.70 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.425 per share.

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.58	$ 9.50	$ 7.70	$ 12.62	$ 12.09
Income from Investment Operations
Net investment income (loss) ^C	.25	.25	.32	.31	.34
Net realized and unrealized gain (loss)	(.37)	1.12	1.87	(4.38)	.88
Total from investment operations	(.12)	1.37	2.19	(4.07)	1.22
Distributions from net investment income	(.22)	(.21)	(.29)	(.27)	(.26)
Distributions from net realized gain	(.04)	(.08)	(.11)	(.59)	(.43)
Total distributions	(.26)	(.29)	(.39) ^H	(.85) ^G	(.69) ^F
Net asset value, end of period	$ 10.20	$ 10.58	$ 9.50	$ 7.70	$ 12.62
Total Return ^{A, B}	(1.12)%	14.52%	28.78%	(32.71)%	10.17%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	2.37%	2.51%	3.83%	2.97%	2.66%
Supplemental Data
Net assets, end of period (000 omitted)	$ 36,818	$ 33,244	$ 25,941	$ 18,325	$ 19,881
Portfolio turnover rate	10%	21%	18%	24%	12%

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

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

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

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

^F Total distributions of $.69 per share is comprised of distributions from net investment income of $.264 and distributions from net realized gain of $.425 per share.

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.55	$ 9.48	$ 7.69	$ 12.60	$ 12.08
Income from Investment Operations
Net investment income (loss) ^C	.24	.23	.31	.30	.32
Net realized and unrealized gain (loss)	(.37)	1.12	1.86	(4.37)	.87
Total from investment operations	(.13)	1.35	2.17	(4.07)	1.19
Distributions from net investment income	(.21)	(.20)	(.28)	(.26)	(.25)
Distributions from net realized gain	(.04)	(.08)	(.11)	(.59)	(.43)
Total distributions	(.25)	(.28)	(.38) ^H	(.84) ^G	(.67) ^F
Net asset value, end of period	$ 10.17	$ 10.55	$ 9.48	$ 7.69	$ 12.60
Total Return ^{A, B}	(1.24)%	14.33%	28.55%	(32.80)%	9.97%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	2.22%	2.36%	3.68%	2.82%	2.51%
Supplemental Data
Net assets, end of period (000 omitted)	$ 426,477	$ 310,255	$ 189,686	$ 106,530	$ 119,395
Portfolio turnover rate	10%	21%	18%	24%	12%

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

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

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

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

^F Total distributions of $.67 per share is comprised of distributions from net investment income of $.249 and distributions from net realized gain of $.425 per share.

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

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

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

Annual Report

VIP Freedom 2025 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.0	8.1
VIP Equity-Income Portfolio Initial Class	9.5	9.4
VIP Growth & Income Portfolio Initial Class	9.6	9.4
VIP Growth Portfolio Initial Class	9.3	9.6
VIP Mid Cap Portfolio Initial Class	3.2	3.3
VIP Value Portfolio Initial Class	8.2	8.0
VIP Value Strategies Portfolio Initial Class	3.4	3.4
	51.2	51.2
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	13.7	15.7
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.6	2.7
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.7	7.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	23.6	22.8
Short-Term Funds
VIP Money Market Portfolio Initial Class	0.2	0.1
Net Other Assets (Liabilities) *	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	51.2%
	Developed International Equity Funds	13.7%
	Emerging Markets Equity Funds	3.6%
	High Yield Bond Funds	7.7%
	Investment Grade Bond Funds	23.6%
	Short-Term Funds	0.2%

vfv423

Six months ago
	Domestic Equity Funds	51.2%
	Developed International Equity Funds	15.7%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	22.8%
	Short-Term Funds	0.1%

vfv431

Expected
	Domestic Equity Funds	49.9%
	Developed International Equity Funds	15.5%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	7.4%
	Investment Grade Bond Funds	24.1%
	Short-Term Funds	0.4%

vfv439

Annual Report

VIP Freedom 2025 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 51.2%
	Shares		Value
Domestic Equity Funds - 51.2%
VIP Contrafund Portfolio Initial Class	168,490		$ 3,878,644
VIP Equity-Income Portfolio Initial Class	247,735		4,630,169
VIP Growth & Income Portfolio Initial Class	370,266		4,661,653
VIP Growth Portfolio Initial Class	122,153		4,506,214
VIP Mid Cap Portfolio Initial Class	53,826		1,565,248
VIP Value Portfolio Initial Class	376,180		3,987,504
VIP Value Strategies Portfolio Initial Class	186,460		1,637,120
TOTAL DOMESTIC EQUITY FUNDS (Cost $25,753,680)		24,866,552
International Equity Funds - 17.3%

Developed International Equity Funds - 13.7%
VIP Overseas Portfolio Initial Class	489,210		6,667,936
Emerging Markets Equity Funds - 3.6%
VIP Emerging Markets Portfolio Initial Class	221,634		1,715,446
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $10,107,608)		8,383,382
Bond Funds - 31.3%
	Shares		Value
High Yield Bond Funds - 7.7%
VIP High Income Portfolio Initial Class	689,307		$ 3,715,367
Investment Grade Bond Funds - 23.6%
VIP Investment Grade Bond Portfolio Initial Class	885,213		11,481,215
TOTAL BOND FUNDS (Cost $15,361,409)		15,196,582
Short-Term Funds - 0.2%

VIP Money Market Portfolio Initial Class (Cost $124,047)	124,047		124,047
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $51,346,744)			48,570,563
NET OTHER ASSETS (LIABILITIES) - 0.0%			(16,314)
NET ASSETS - 100%		$ 48,554,249

Other Information

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

Annual Report

Fidelity VIP Freedom 2025 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $51,346,744) - See accompanying schedule		$ 48,570,563
Cash		67
Receivable for investments sold		435,262
Receivable for fund shares sold		33,858
Total assets		49,039,750

Liabilities
Payable for fund shares redeemed	$ 479,798
Distribution and service plan fees payable	5,703
Total liabilities		485,501

Net Assets		$ 48,554,249
Net Assets consist of:
Paid in capital		$ 51,454,726
Accumulated undistributed net realized gain (loss) on investments		(124,296)
Net unrealized appreciation (depreciation) on investments		(2,776,181)
Net Assets		$ 48,554,249

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($15,536,509 ÷ 1,551,124 shares)		$ 10.02

Service Class: Net Asset Value, offering price and redemption price per share ($7,149,002 ÷ 714,369 shares)		$ 10.01

Service Class 2: Net Asset Value, offering price and redemption price per share ($25,868,738 ÷ 2,595,164 shares)		$ 9.97

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 1,037,270

Expenses
Distribution and service plan fees	$ 65,477
Independent trustees' compensation	162
Total expenses before reductions	65,639
Expense reductions	(162)	65,477
Net investment income (loss)		971,793
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	4,069
Capital gain distributions from underlying funds	305,332
Total net realized gain (loss)		309,401
Change in net unrealized appreciation (depreciation) on underlying funds		(2,312,775)
Net gain (loss)		(2,003,374)
Net increase (decrease) in net assets resulting from operations		$ (1,031,581)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 971,793	$ 797,639
Net realized gain (loss)	309,401	159,679
Change in net unrealized appreciation (depreciation)	(2,312,775)	3,475,839
Net increase (decrease) in net assets resulting from operations	(1,031,581)	4,433,157
Distributions to shareholders from net investment income	(970,164)	(799,512)
Distributions to shareholders from net realized gain	(158,174)	(217,768)
Total distributions	(1,128,338)	(1,017,280)
Share transactions - net increase (decrease)	9,114,938	14,354,269
Total increase (decrease) in net assets	6,955,019	17,770,146

Net Assets
Beginning of period	41,599,230	23,829,084
End of period	$ 48,554,249	$ 41,599,230

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 9.30	$ 7.49	$ 12.71	$ 12.18
Income from Investment Operations
Net investment income (loss) ^C	.24	.28	.32	.31	.38
Net realized and unrealized gain (loss)	(.46)	1.19	1.89	(4.58)	.89
Total from investment operations	(.22)	1.47	2.21	(4.27)	1.27
Distributions from net investment income	(.22)	(.21)	(.29)	(.28)	(.27)
Distributions from net realized gain	(.03)	(.06)	(.12)	(.67)	(.47)
Total distributions	(.25)	(.28) ^G	(.40) ^F	(.95)	(.74)
Net asset value, end of period	$ 10.02	$ 10.49	$ 9.30	$ 7.49	$ 12.71
Total Return ^{A, B}	(2.11)%	15.79%	30.05%	(34.16)%	10.50%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions ^H	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.25%	2.91%	3.84%	2.90%	2.95%
Supplemental Data
Net assets, end of period (000 omitted)	$ 15,537	$ 17,388	$ 14,888	$ 11,015	$ 15,197
Portfolio turnover rate	21%	25%	30%	36%	20%

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

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

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

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

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

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

^H Amount represents less than .01%.

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 9.30	$ 7.49	$ 12.70	$ 12.18
Income from Investment Operations
Net investment income (loss) ^C	.23	.27	.31	.29	.37
Net realized and unrealized gain (loss)	(.47)	1.19	1.90	(4.56)	.87
Total from investment operations	(.24)	1.46	2.21	(4.27)	1.24
Distributions from net investment income	(.21)	(.21)	(.28)	(.27)	(.25)
Distributions from net realized gain	(.03)	(.06)	(.12)	(.67)	(.47)
Total distributions	(.24)	(.27)	(.40) ^F	(.94)	(.72)
Net asset value, end of period	$ 10.01	$ 10.49	$ 9.30	$ 7.49	$ 12.70
Total Return ^{A, B}	(2.26)%	15.70%	29.96%	(34.20)%	10.31%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	2.16%	2.81%	3.74%	2.80%	2.85%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,149	$ 1,429	$ 679	$ 403	$ 497
Portfolio turnover rate	21%	25%	30%	36%	20%

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.44	$ 9.27	$ 7.47	$ 12.68	$ 12.17
Income from Investment Operations
Net investment income (loss) ^C	.21	.26	.30	.28	.35
Net realized and unrealized gain (loss)	(.45)	1.17	1.89	(4.57)	.89
Total from investment operations	(.24)	1.43	2.19	(4.29)	1.24
Distributions from net investment income	(.19)	(.20)	(.27)	(.25)	(.26)
Distributions from net realized gain	(.03)	(.06)	(.12)	(.67)	(.47)
Total distributions	(.23) ^G	(.26)	(.39) ^F	(.92)	(.73)
Net asset value, end of period	$ 9.97	$ 10.44	$ 9.27	$ 7.47	$ 12.68
Total Return ^{A, B}	(2.35)%	15.47%	29.79%	(34.36)%	10.26%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	2.00%	2.67%	3.59%	2.65%	2.70%
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,869	$ 22,782	$ 8,262	$ 3,676	$ 3,998
Portfolio turnover rate	21%	25%	30%	36%	20%

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

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

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

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

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

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

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

Annual Report

VIP Freedom 2030 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.4	8.5
VIP Equity-Income Portfolio Initial Class	10.0	10.0
VIP Growth & Income Portfolio Initial Class	10.1	9.9
VIP Growth Portfolio Initial Class	9.8	10.1
VIP Mid Cap Portfolio Initial Class	3.4	3.5
VIP Value Portfolio Initial Class	8.6	8.5
VIP Value Strategies Portfolio Initial Class	3.5	3.6
	53.8	54.1
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	14.4	16.6
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	3.7	2.9
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.7	7.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	20.4	18.9
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	53.8%
	Developed International Equity Funds	14.4%
	Emerging Markets Equity Funds	3.7%
	High Yield Bond Funds	7.7%
	Investment Grade Bond Funds	20.4%

vfv447

Six months ago
	Domestic Equity Funds	54.1%
	Developed International Equity Funds	16.6%
	Emerging Markets Equity Funds	2.9%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	18.9%

vfv454

Expected
	Domestic Equity Funds	52.0%
	Developed International Equity Funds	16.1%
	Emerging Markets Equity Funds	2.9%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	21.5%

vfv461

Annual Report

VIP Freedom 2030 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 53.8%
	Shares		Value
Domestic Equity Funds - 53.8%
VIP Contrafund Portfolio Initial Class	433,539		$ 9,980,060
VIP Equity-Income Portfolio Initial Class	638,259		11,929,065
VIP Growth & Income Portfolio Initial Class	954,045		12,011,431
VIP Growth Portfolio Initial Class	314,364		11,596,880
VIP Mid Cap Portfolio Initial Class	138,439		4,025,820
VIP Value Portfolio Initial Class	968,786		10,269,128
VIP Value Strategies Portfolio Initial Class	480,214		4,216,277
TOTAL DOMESTIC EQUITY FUNDS (Cost $68,168,369)		64,028,661
International Equity Funds - 18.1%

Developed International Equity Funds - 14.4%
VIP Overseas Portfolio Initial Class	1,255,186		17,108,183
Emerging Markets Equity Funds - 3.7%
VIP Emerging Markets Portfolio Initial Class	568,106		4,397,137
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $26,675,452)		21,505,320
Bond Funds - 28.1%
	Shares		Value
High Yield Bond Funds - 7.7%
VIP High Income Portfolio Initial Class	1,696,666		$ 9,145,031
Investment Grade Bond Funds - 20.4%
VIP Investment Grade Bond Portfolio Initial Class	1,871,976		24,279,525
TOTAL BOND FUNDS (Cost $33,755,097)		33,424,556
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $128,598,918)			118,958,537
NET OTHER ASSETS (LIABILITIES) - 0.0%			(21,252)
NET ASSETS - 100%		$ 118,937,285

Other Information

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

Annual Report

VIP Freedom 2030 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $128,598,918) - See accompanying schedule		$ 118,958,537
Cash		40,632
Receivable for fund shares sold		193,204
Total assets		119,192,373

Liabilities
Payable for investments purchased	$ 60,222
Payable for fund shares redeemed	180,268
Distribution and service plan fees payable	14,598
Total liabilities		255,088

Net Assets		$ 118,937,285
Net Assets consist of:
Paid in capital		$ 129,430,130
Accumulated undistributed net realized gain (loss) on investments		(852,464)
Net unrealized appreciation (depreciation) on investments		(9,640,381)
Net Assets		$ 118,937,285

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($30,601,046 ÷ 3,155,255 shares)		$ 9.70

Service Class: Net Asset Value, offering price and redemption price per share ($28,665,627 ÷ 2,958,693 shares)		$ 9.69

Service Class 2: Net Asset Value, offering price and redemption price per share ($59,670,612 ÷ 6,173,786 shares)		$ 9.67

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

Annual Report

VIP Freedom 2030 Portfolio

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 2,578,106
Interest		1
Total income		2,578,107

Expenses
Distribution and service plan fees	$ 166,458
Independent trustees' compensation	402
Total expenses before reductions	166,860
Expense reductions	(402)	166,458
Net investment income (loss)		2,411,649
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(64,882)
Capital gain distributions from underlying funds	636,278
Total net realized gain (loss)		571,396
Change in net unrealized appreciation (depreciation) on underlying funds		(6,493,930)
Net gain (loss)		(5,922,534)
Net increase (decrease) in net assets resulting from operations		$ (3,510,885)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,411,649	$ 1,775,471
Net realized gain (loss)	571,396	472,595
Change in net unrealized appreciation (depreciation)	(6,493,930)	10,749,816
Net increase (decrease) in net assets resulting from operations	(3,510,885)	12,997,882
Distributions to shareholders from net investment income	(2,415,727)	(1,775,488)
Distributions to shareholders from net realized gain	(360,538)	(668,951)
Total distributions	(2,776,265)	(2,444,439)
Share transactions - net increase (decrease)	23,596,541	16,267,172
Total increase (decrease) in net assets	17,309,391	26,820,615

Net Assets
Beginning of period	101,627,894	74,807,279
End of period	$ 118,937,285	$ 101,627,894

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.21	$ 9.03	$ 7.12	$ 13.02	$ 12.44
Income from Investment Operations
Net investment income (loss) ^C	.23	.21	.24	.28	.34
Net realized and unrealized gain (loss)	(.49)	1.24	1.96	(5.14)	1.06
Total from investment operations	(.26)	1.45	2.20	(4.86)	1.40
Distributions from net investment income	(.22)	(.20)	(.18)	(.25)	(.28)
Distributions from net realized gain	(.03)	(.07)	(.11)	(.80)	(.54)
Total distributions	(.25)	(.27)	(.29)	(1.04) ^F	(.82)
Net asset value, end of period	$ 9.70	$ 10.21	$ 9.03	$ 7.12	$ 13.02
Total Return ^{A, B}	(2.60)%	16.08%	31.66%	(38.04)%	11.37%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions ^G	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.27%	2.25%	3.13%	2.69%	2.56%
Supplemental Data
Net assets, end of period (000 omitted)	$ 30,601	$ 28,917	$ 23,836	$ 19,592	$ 23,767
Portfolio turnover rate	16%	25%	24%	23%	17%

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

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

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

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

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

^G Amount represents less than .01%.

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 9.02	$ 7.12	$ 13.01	$ 12.44
Income from Investment Operations
Net investment income (loss) ^C	.22	.20	.24	.27	.33
Net realized and unrealized gain (loss)	(.49)	1.24	1.94	(5.13)	1.05
Total from investment operations	(.27)	1.44	2.18	(4.86)	1.38
Distributions from net investment income	(.21)	(.19)	(.17)	(.24)	(.27)
Distributions from net realized gain	(.03)	(.07)	(.11)	(.80)	(.54)
Total distributions	(.24)	(.26)	(.28)	(1.03) ^F	(.81)
Net asset value, end of period	$ 9.69	$ 10.20	$ 9.02	$ 7.12	$ 13.01
Total Return ^{A, B}	(2.70)%	16.00%	31.40%	(38.08)%	11.21%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	2.17%	2.15%	3.03%	2.59%	2.46%
Supplemental Data
Net assets, end of period (000 omitted)	$ 28,666	$ 23,137	$ 16,162	$ 10,298	$ 12,884
Portfolio turnover rate	16%	25%	24%	23%	17%

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

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

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

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

^F Total distributions of $1.03 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.795 per share.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.18	$ 9.00	$ 7.11	$ 12.99	$ 12.42
Income from Investment Operations
Net investment income (loss) ^C	.21	.19	.23	.26	.31
Net realized and unrealized gain (loss)	(.50)	1.24	1.93	(5.12)	1.05
Total from investment operations	(.29)	1.43	2.16	(4.86)	1.36
Distributions from net investment income	(.19)	(.17)	(.16)	(.22)	(.25)
Distributions from net realized gain	(.03)	(.07)	(.11)	(.80)	(.54)
Total distributions	(.22)	(.25) ^F	(.27)	(1.02) ^G	(.79)
Net asset value, end of period	$ 9.67	$ 10.18	$ 9.00	$ 7.11	$ 12.99
Total Return ^{A, B}	(2.83)%	15.89%	31.18%	(38.17)%	11.08%
Ratios to Average Net Assets ^{D, E}
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%	.25%
Expenses net of all reductions	.25%	.25%	.25%	.25%	.25%
Net investment income (loss)	2.02%	2.01%	2.88%	2.44%	2.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 59,671	$ 49,574	$ 34,809	$ 19,273	$ 24,148
Portfolio turnover rate	16%	25%	24%	23%	17%

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

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

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

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

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

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

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

Annual Report

Fidelity VIP Freedom 2035 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.6	9.7
VIP Equity-Income Portfolio Initial Class	11.4	11.2
VIP Growth & Income Portfolio Initial Class	11.5	11.2
VIP Growth Portfolio Initial Class	11.1	11.4
VIP Mid Cap Portfolio Initial Class	3.9	3.9
VIP Value Portfolio Initial Class	9.9	9.6
VIP Value Strategies Portfolio Initial Class	4.0	4.1
	61.4	61.1
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	16.4	18.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.2	3.2
High Yield Bond Funds
VIP High Income Portfolio Initial Class	7.7	7.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	10.3	9.4
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	61.4%
	Developed International Equity Funds	16.4%
	Emerging Markets Equity Funds	4.2%
	High Yield Bond Funds	7.7%
	Investment Grade Bond Funds	10.3%

vfv468

Six months ago
	Domestic Equity Funds	61.1%
	Developed International Equity Funds	18.8%
	Emerging Markets Equity Funds	3.2%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	9.4%

vfv475

Expected
	Domestic Equity Funds	60.1%
	Developed International Equity Funds	18.6%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	10.5%

vfv482

Annual Report

Fidelity VIP Freedom 2035 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 61.4%
	Shares		Value
Domestic Equity Funds - 61.4%
VIP Contrafund Portfolio Initial Class	1,927		$ 44,363
VIP Equity-Income Portfolio Initial Class	2,833		52,952
VIP Growth & Income Portfolio Initial Class	4,235		53,323
VIP Growth Portfolio Initial Class	1,395		51,479
VIP Mid Cap Portfolio Initial Class	615		17,876
VIP Value Portfolio Initial Class	4,307		45,654
VIP Value Strategies Portfolio Initial Class	2,133		18,725
TOTAL DOMESTIC EQUITY FUNDS (Cost $193,362)		284,372
International Equity Funds - 20.6%

Developed International Equity Funds - 16.4%
VIP Overseas Portfolio Initial Class	5,572		75,945
Emerging Markets Equity Funds - 4.2%
VIP Emerging Markets Portfolio Initial Class	2,523		19,530
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $87,752)		95,475
Bond Funds - 18.0%
	Shares		Value
High Yield Bond Funds - 7.7%
VIP High Income Portfolio Initial Class	6,608		$ 35,618
Investment Grade Bond Funds - 10.3%
VIP Investment Grade Bond Portfolio Initial Class	3,666		47,553
TOTAL BOND FUNDS (Cost $74,270)		83,171
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $355,384)			463,018
NET OTHER ASSETS (LIABILITIES) - 0.0%			(68)
NET ASSETS - 100%		$ 462,950

Other Information

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

Annual Report

Fidelity VIP Freedom 2035 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $355,384) - See accompanying schedule		$ 463,018
Cash		1
Receivable for investments sold		88
Total assets		463,107

Liabilities
Payable for fund shares redeemed	$ 92
Distribution and service plan fees payable	65
Total liabilities		157

Net Assets		$ 462,950
Net Assets consist of:
Paid in capital		$ 359,404
Accumulated undistributed net realized gain (loss) on investments		(4,088)
Net unrealized appreciation (depreciation) on investments		107,634
Net Assets		$ 462,950

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($97,180 ÷ 7,033 shares)		$ 13.82

Service Class: Net Asset Value, offering price and redemption price per share ($89,761 ÷ 6,494 shares)		$ 13.82

Service Class 2: Net Asset Value, offering price and redemption price per share ($276,009 ÷ 19,994 shares)		$ 13.80

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 9,199

Expenses
Distribution and service plan fees	$ 835
Total expenses		835
Net investment income (loss)		8,364
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(4,398)
Capital gain distributions from underlying funds	1,756
Total net realized gain (loss)		(2,642)
Change in net unrealized appreciation (depreciation) on underlying funds		(29,065)
Net gain (loss)		(31,707)
Net increase (decrease) in net assets resulting from operations		$ (23,343)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 8,364	$ 7,448
Net realized gain (loss)	(2,642)	25,939
Change in net unrealized appreciation (depreciation)	(29,065)	27,693
Net increase (decrease) in net assets resulting from operations	(23,343)	61,080
Distributions to shareholders from net investment income	(8,242)	(7,448)
Distributions to shareholders from net realized gain	(2,047)	(29,333)
Total distributions	(10,289)	(36,781)
Share transactions - net increase (decrease)	48,994	(3,350)
Total increase (decrease) in net assets	15,362	20,949

Net Assets
Beginning of period	447,588	426,639
End of period	$ 462,950	$ 447,588

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.74	$ 13.74	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.27	.27	.25
Net realized and unrealized gain (loss)	(.85)	2.04	3.76
Total from investment operations	(.58)	2.31	4.01
Distributions from net investment income	(.28)	(.28)	(.25)
Distributions from net realized gain	(.06)	(1.03)	(.01)
Total distributions	(.34)	(1.31)	(.27) ^H
Net asset value, end of period	$ 13.82	$ 14.74	$ 13.74
Total Return ^{B, C}	(3.99)%	17.01%	40.04%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00%	.00%	.00% ^A
Expenses net of all reductions	.00%	.00%	.00% ^A
Net investment income (loss)	1.82%	1.92%	2.78% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 97	$ 121	$ 144
Portfolio turnover rate	38%	38%	5% ^A

^A Annualized

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

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

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

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

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

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.74	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.25	.26	.24
Net realized and unrealized gain (loss)	(.85)	2.04	3.75
Total from investment operations	(.60)	2.30	3.99
Distributions from net investment income	(.26)	(.26)	(.24)
Distributions from net realized gain	(.06)	(1.03)	(.01)
Total distributions	(.32)	(1.29)	(.26) ^H
Net asset value, end of period	$ 13.82	$ 14.74	$ 13.73
Total Return ^{B, C}	(4.10)%	16.97%	39.85%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10%	.10%	.10% ^A
Expenses net of all reductions	.10%	.10%	.10% ^A
Net investment income (loss)	1.72%	1.82%	2.68% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 90	$ 116	$ 140
Portfolio turnover rate	38%	38%	5% ^A

^A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.72	$ 13.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.23	.24	.23
Net realized and unrealized gain (loss)	(.85)	2.03	3.74
Total from investment operations	(.62)	2.27	3.97
Distributions from net investment income	(.24)	(.26)	(.23)
Distributions from net realized gain	(.06)	(1.03)	(.01)
Total distributions	(.30)	(1.28) ^I	(.24) ^H
Net asset value, end of period	$ 13.80	$ 14.72	$ 13.73
Total Return ^{B, C}	(4.25)%	16.76%	39.72%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25%	.25%	.25% ^A
Expenses net of all reductions	.25%	.25%	.25% ^A
Net investment income (loss)	1.57%	1.67%	2.53% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 276	$ 211	$ 143
Portfolio turnover rate	38%	38%	5% ^A

^A Annualized

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

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

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

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

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

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

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

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

Annual Report

Fidelity VIP Freedom 2040 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.7	9.7
VIP Equity-Income Portfolio Initial Class	11.5	11.3
VIP Growth & Income Portfolio Initial Class	11.6	11.2
VIP Growth Portfolio Initial Class	11.2	11.4
VIP Mid Cap Portfolio Initial Class	3.9	3.9
VIP Value Portfolio Initial Class	10.0	9.7
VIP Value Strategies Portfolio Initial Class	4.1	4.1
	62.0	61.3
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	16.5	18.8
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.2	3.3
High Yield Bond Funds
VIP High Income Portfolio Initial Class	8.2	8.3
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	9.1	8.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	62.0%
	Developed International Equity Funds	16.5%
	Emerging Markets Equity Funds	4.2%
	High Yield Bond Funds	8.2%
	Investment Grade Bond Funds	9.1%

vfv489

Six months ago
	Domestic Equity Funds	61.3%
	Developed International Equity Funds	18.8%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	8.3%
	Investment Grade Bond Funds	8.3%

vfv496

Expected
	Domestic Equity Funds	60.6%
	Developed International Equity Funds	18.8%
	Emerging Markets Equity Funds	3.3%
	High Yield Bond Funds	7.8%
	Investment Grade Bond Funds	9.5%

vfv503

Annual Report

Fidelity VIP Freedom 2040 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 62.0%
	Shares		Value
Domestic Equity Funds - 62.0%
VIP Contrafund Portfolio Initial Class	11,558		$ 266,072
VIP Equity-Income Portfolio Initial Class	17,023		318,163
VIP Growth & Income Portfolio Initial Class	25,452		320,445
VIP Growth Portfolio Initial Class	8,377		309,026
VIP Mid Cap Portfolio Initial Class	3,679		106,999
VIP Value Portfolio Initial Class	25,858		274,091
VIP Value Strategies Portfolio Initial Class	12,785		112,252
TOTAL DOMESTIC EQUITY FUNDS (Cost $1,713,404)		1,707,048
International Equity Funds - 20.7%

Developed International Equity Funds - 16.5%
VIP Overseas Portfolio Initial Class	33,383		455,007
Emerging Markets Equity Funds - 4.2%
VIP Emerging Markets Portfolio Initial Class	15,082		116,731
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $680,806)		571,738
Bond Funds - 17.3%
	Shares		Value
High Yield Bond Funds - 8.2%
VIP High Income Portfolio Initial Class	41,966		$ 226,195
Investment Grade Bond Funds - 9.1%
VIP Investment Grade Bond Portfolio Initial Class	19,254		249,727
TOTAL BOND FUNDS (Cost $477,903)		475,922
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $2,872,113)			2,754,708
NET OTHER ASSETS (LIABILITIES) - 0.0%			(125)
NET ASSETS - 100%		$ 2,754,583

Other Information

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

Annual Report

Fidelity VIP Freedom 2040 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $2,872,113) - See accompanying schedule		$ 2,754,708
Receivable for investments sold		6,593
Receivable for fund shares sold		1,666
Total assets		2,762,967

Liabilities
Payable for investments purchased	$ 1,545
Payable for fund shares redeemed	6,716
Distribution and service plan fees payable	123
Total liabilities		8,384

Net Assets		$ 2,754,583
Net Assets consist of:
Paid in capital		$ 2,892,853
Accumulated undistributed net realized gain (loss) on investments		(20,865)
Net unrealized appreciation (depreciation) on investments		(117,405)
Net Assets		$ 2,754,583

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($1,559,299 ÷ 118,513.5 shares)		$ 13.16

Service Class: Net Asset Value, offering price and redemption price per share ($1,057,887 ÷ 80,417.4 shares)		$ 13.15

Service Class 2: Net Asset Value, offering price and redemption price per share ($137,397 ÷ 10,448.2 shares)		$ 13.15

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

Annual Report

Fidelity VIP Freedom 2040 Portfolio

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 56,782

Expenses
Distribution and service plan fees	$ 1,155
Independent trustees' compensation	7
Total expenses before reductions	1,162
Expense reductions	(7)	1,155
Net investment income (loss)		55,627
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(21,325)
Capital gain distributions from underlying funds	5,926
Total net realized gain (loss)		(15,399)
Change in net unrealized appreciation (depreciation) on underlying funds		(265,954)
Net gain (loss)		(281,353)
Net increase (decrease) in net assets resulting from operations		$ (225,726)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 55,627	$ 8,762
Net realized gain (loss)	(15,399)	56,775
Change in net unrealized appreciation (depreciation)	(265,954)	37,318
Net increase (decrease) in net assets resulting from operations	(225,726)	102,855
Distributions to shareholders from net investment income	(55,567)	(8,846)
Distributions to shareholders from net realized gain	(4,556)	(62,347)
Total distributions	(60,123)	(71,193)
Share transactions - net increase (decrease)	2,502,045	80,183
Total increase (decrease) in net assets	2,216,196	111,845

Net Assets
Beginning of period	538,387	426,542
End of period	$ 2,754,583	$ 538,387

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.35	.20	.26
Net realized and unrealized gain (loss)	(.91)	2.15	3.83
Total from investment operations	(.56)	2.35	4.09
Distributions from net investment income	(.27)	(.28)	(.26)
Distributions from net realized gain	(.02)	(1.87)	(.01)
Total distributions	(.30) ^J	(2.15)	(.27) ^I
Net asset value, end of period	$ 13.16	$ 14.02	$ 13.82
Total Return ^{B, C}	(4.02)%	17.19%	40.89%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.00% ^F	.00%	.00% ^A
Expenses net of fee waivers, if any	.00%	.00%	.00% ^A
Expenses net of all reductions	.00%	.00%	.00% ^A
Net investment income (loss)	2.50%	1.46%	2.81% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,559	$ 278	$ 145
Portfolio turnover rate	42%	194%	5% ^A

^A Annualized

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

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

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

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

^F Amount represents less than .01%.

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

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

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.33	.19	.25
Net realized and unrealized gain (loss)	(.91)	2.14	3.83
Total from investment operations	(.58)	2.33	4.08
Distributions from net investment income	(.26)	(.26)	(.25)
Distributions from net realized gain	(.02)	(1.87)	(.01)
Total distributions	(.29) ^I	(2.13)	(.26) ^H
Net asset value, end of period	$ 13.15	$ 14.02	$ 13.82
Total Return ^{B, C}	(4.17)%	17.05%	40.80%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10%	.10%	.10% ^A
Expenses net of all reductions	.10%	.10%	.10% ^A
Net investment income (loss)	2.41%	1.36%	2.71% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,058	$ 116	$ 141
Portfolio turnover rate	42%	194%	5% ^A

^A Annualized

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

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

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.02	$ 13.82	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.32	.17	.23
Net realized and unrealized gain (loss)	(.92)	2.14	3.84
Total from investment operations	(.60)	2.31	4.07
Distributions from net investment income	(.24)	(.24)	(.23)
Distributions from net realized gain	(.02)	(1.87)	(.01)
Total distributions	(.27) ^I	(2.11)	(.25) ^H
Net asset value, end of period	$ 13.15	$ 14.02	$ 13.82
Total Return ^{B, C}	(4.32)%	16.92%	40.66%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25%	.25%	.25% ^A
Expenses net of all reductions	.25%	.25%	.25% ^A
Net investment income (loss)	2.25%	1.21%	2.56% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 137	$ 144	$ 141
Portfolio turnover rate	42%	194%	5% ^A

^A Annualized

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

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

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

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

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

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

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

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

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

Annual Report

Fidelity VIP Freedom 2045 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.9	9.9
VIP Equity-Income Portfolio Initial Class	11.8	11.6
VIP Growth & Income Portfolio Initial Class	11.9	11.6
VIP Growth Portfolio Initial Class	11.5	11.8
VIP Mid Cap Portfolio Initial Class	4.0	4.0
VIP Value Portfolio Initial Class	10.2	9.9
VIP Value Strategies Portfolio Initial Class	4.1	4.2
	63.4	63.0
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	16.9	19.3
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.4	3.4
High Yield Bond Funds
VIP High Income Portfolio Initial Class	10.2	10.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	5.1	4.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	63.4%
	Developed International Equity Funds	16.9%
	Emerging Markets Equity Funds	4.4%
	High Yield Bond Funds	10.2%
	Investment Grade Bond Funds	5.1%

vfv510

Six months ago
	Domestic Equity Funds	63.0%
	Developed International Equity Funds	19.3%
	Emerging Markets Equity Funds	3.4%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	4.3%

vfv517

Expected
	Domestic Equity Funds	62.2%
	Developed International Equity Funds	19.3%
	Emerging Markets Equity Funds	3.4%
	High Yield Bond Funds	9.9%
	Investment Grade Bond Funds	5.2%

vfv524

Annual Report

Fidelity VIP Freedom 2045 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 63.4%
	Shares		Value
Domestic Equity Funds - 63.4%
VIP Contrafund Portfolio Initial Class	1,409		$ 32,432
VIP Equity-Income Portfolio Initial Class	2,073		38,745
VIP Growth & Income Portfolio Initial Class	3,099		39,017
VIP Growth Portfolio Initial Class	1,021		37,664
VIP Mid Cap Portfolio Initial Class	449		13,069
VIP Value Portfolio Initial Class	3,149		33,377
VIP Value Strategies Portfolio Initial Class	1,559		13,690
TOTAL DOMESTIC EQUITY FUNDS (Cost $131,574)		207,994
International Equity Funds - 21.3%

Developed International Equity Funds - 16.9%
VIP Overseas Portfolio Initial Class	4,076		55,553
Emerging Markets Equity Funds - 4.4%
VIP Emerging Markets Portfolio Initial Class	1,848		14,301
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $59,456)		69,854
Bond Funds - 15.3%
	Shares		Value
High Yield Bond Funds - 10.2%
VIP High Income Portfolio Initial Class	6,207		$ 33,458
Investment Grade Bond Funds - 5.1%
VIP Investment Grade Bond Portfolio Initial Class	1,286		16,679
TOTAL BOND FUNDS (Cost $42,136)		50,137
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $233,166)			327,985
NET OTHER ASSETS (LIABILITIES) - 0.0%			(36)
NET ASSETS - 100%		$ 327,949

Other Information

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

Annual Report

Fidelity VIP Freedom 2045 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $233,166) - See accompanying schedule		$ 327,985
Cash		1
Receivable for investments sold		2
Receivable for fund shares sold		89
Total assets		328,077

Liabilities
Payable for investments purchased	$ 61
Payable for fund shares redeemed	29
Distribution and service plan fees payable	38
Total liabilities		128

Net Assets		$ 327,949
Net Assets consist of:
Paid in capital		$ 223,058
Accumulated undistributed net realized gain (loss) on investments		10,072
Net unrealized appreciation (depreciation) on investments		94,819
Net Assets		$ 327,949

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($94,727 ÷ 7,079 shares)		$ 13.38

Service Class: Net Asset Value, offering price and redemption price per share ($90,399 ÷ 6,755 shares)		$ 13.38

Service Class 2: Net Asset Value, offering price and redemption price per share ($142,823 ÷ 10,677 shares)		$ 13.38

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

Annual Report

Fidelity VIP Freedom 2045 Portfolio

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 6,686

Expenses
Distribution and service plan fees	$ 460
Total expenses		460
Net investment income (loss)		6,226
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	10,053
Capital gain distributions from underlying funds	753
Total net realized gain (loss)		10,806
Change in net unrealized appreciation (depreciation) on underlying funds		(34,585)
Net gain (loss)		(23,779)
Net increase (decrease) in net assets resulting from operations		$ (17,553)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,226	$ 6,151
Net realized gain (loss)	10,806	34,905
Change in net unrealized appreciation (depreciation)	(34,585)	16,858
Net increase (decrease) in net assets resulting from operations	(17,553)	57,914
Distributions to shareholders from net investment income	(6,231)	(6,187)
Distributions to shareholders from net realized gain	(8,346)	(31,255)
Total distributions	(14,577)	(37,442)
Share transactions - net increase (decrease)	(3,769)	(84,084)
Total increase (decrease) in net assets	(35,899)	(63,612)

Net Assets
Beginning of period	363,848	427,460
End of period	$ 327,949	$ 363,848

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.27	.24	.26
Net realized and unrealized gain (loss)	(.89)	2.14	3.87
Total from investment operations	(.62)	2.38	4.13
Distributions from net investment income	(.28)	(.29)	(.26)
Distributions from net realized gain	(.34)	(1.34)	(.01)
Total distributions	(.61) ^H	(1.63)	(.27)
Net asset value, end of period	$ 13.38	$ 14.61	$ 13.86
Total Return ^{B, C}	(4.41)%	17.37%	41.28%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00%	.00%	.00% ^A
Expenses net of all reductions	.00%	.00%	.00% ^A
Net investment income (loss)	1.88%	1.65%	2.83% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 95	$ 121	$ 145
Portfolio turnover rate	29%	17%	5% ^A

^A Annualized

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

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

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

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

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.61	$ 13.86	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.26	.22	.25
Net realized and unrealized gain (loss)	(.89)	2.14	3.87
Total from investment operations	(.63)	2.36	4.12
Distributions from net investment income	(.26)	(.28)	(.25)
Distributions from net realized gain	(.34)	(1.34)	(.01)
Total distributions	(.60)	(1.61) ^H	(.26)
Net asset value, end of period	$ 13.38	$ 14.61	$ 13.86
Total Return ^{B, C}	(4.52)%	17.23%	41.19%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10%	.10%	.10% ^A
Expenses net of all reductions	.10%	.10%	.10% ^A
Net investment income (loss)	1.78%	1.55%	2.73% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 90	$ 117	$ 141
Portfolio turnover rate	29%	17%	5% ^A

^A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 14.61	$ 13.85	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.23	.20	.24
Net realized and unrealized gain (loss)	(.88)	2.15	3.86
Total from investment operations	(.65)	2.35	4.10
Distributions from net investment income	(.25)	(.25)	(.24)
Distributions from net realized gain	(.34)	(1.34)	(.01)
Total distributions	(.58) ^H	(1.59)	(.25)
Net asset value, end of period	$ 13.38	$ 14.61	$ 13.85
Total Return ^{B, C}	(4.64)%	17.15%	40.96%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25%	.25%	.25% ^A
Expenses net of all reductions	.25%	.25%	.25% ^A
Net investment income (loss)	1.63%	1.40%	2.58% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 143	$ 126	$ 141
Portfolio turnover rate	29%	17%	5% ^A

^A Annualized

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

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

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

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

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

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

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

Annual Report

Fidelity VIP Freedom 2050 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.3	10.4
VIP Equity-Income Portfolio Initial Class	12.2	12.1
VIP Growth & Income Portfolio Initial Class	12.3	12.1
VIP Growth Portfolio Initial Class	11.9	12.3
VIP Mid Cap Portfolio Initial Class	4.1	4.2
VIP Value Portfolio Initial Class	10.6	10.4
VIP Value Strategies Portfolio Initial Class	4.3	4.3
	65.7	65.8
Developed International Equity Funds
VIP Overseas Portfolio Initial Class	17.6	20.2
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Initial Class	4.5	3.5
High Yield Bond Funds
VIP High Income Portfolio Initial Class	10.3	10.1
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Initial Class	1.9	0.4
Net Other Assets (Liabilities) *	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	65.7%
	Developed International Equity Funds	17.6%
	Emerging Markets Equity Funds	4.5%
	High Yield Bond Funds	10.3%
	Investment Grade Bond Funds	1.9%

vfv531

Six months ago
	Domestic Equity Funds	65.8%
	Developed International Equity Funds	20.2%
	Emerging Markets Equity Funds	3.5%
	High Yield Bond Funds	10.1%
	Investment Grade Bond Funds	0.4%

vfv538

Expected
	Domestic Equity Funds	63.6%
	Developed International Equity Funds	19.7%
	Emerging Markets Equity Funds	3.5%
	High Yield Bond Funds	10.0%
	Investment Grade Bond Funds	3.2%

vfv545

Annual Report

Fidelity VIP Freedom 2050 Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 65.7%
	Shares		Value
Domestic Equity Funds - 65.7%
VIP Contrafund Portfolio Initial Class	2,257		$ 51,955
VIP Equity-Income Portfolio Initial Class	3,319		62,026
VIP Growth & Income Portfolio Initial Class	4,959		62,432
VIP Growth Portfolio Initial Class	1,636		60,341
VIP Mid Cap Portfolio Initial Class	721		20,969
VIP Value Portfolio Initial Class	5,041		53,430
VIP Value Strategies Portfolio Initial Class	2,500		21,946
TOTAL DOMESTIC EQUITY FUNDS (Cost $255,906)		333,099
International Equity Funds - 22.1%

Developed International Equity Funds - 17.6%
VIP Overseas Portfolio Initial Class	6,534		89,063
Emerging Markets Equity Funds - 4.5%
VIP Emerging Markets Portfolio Initial Class	2,964		22,944
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $104,536)		112,007
Bond Funds - 12.2%
	Shares		Value
High Yield Bond Funds - 10.3%
VIP High Income Portfolio Initial Class	9,638		$ 51,948
Investment Grade Bond Funds - 1.9%
VIP Investment Grade Bond Portfolio Initial Class	756		9,804
TOTAL BOND FUNDS (Cost $54,850)		61,752
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $415,292)			506,858
NET OTHER ASSETS (LIABILITIES) - 0.0%			(37)
NET ASSETS - 100%		$ 506,821

Other Information

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

Annual Report

Fidelity VIP Freedom 2050 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $415,292) - See accompanying schedule		$ 506,858
Receivable for investments sold		100
Total assets		506,958

Liabilities
Payable for fund shares redeemed	$ 99
Distribution and service plan fees payable	38
Total liabilities		137

Net Assets		$ 506,821
Net Assets consist of:
Paid in capital		$ 352,723
Accumulated undistributed net realized gain (loss) on investments		62,532
Net unrealized appreciation (depreciation) on investments		91,566
Net Assets		$ 506,821

Statement of Assets and Liabilities - continued

	December 31, 2011

Initial Class: Net Asset Value, offering price and redemption price per share ($252,675 ÷ 18,940 shares)		$ 13.34

Service Class: Net Asset Value, offering price and redemption price per share ($90,931 ÷ 6,814 shares)		$ 13.34

Service Class 2: Net Asset Value, offering price and redemption price per share ($163,215 ÷ 12,243 shares)		$ 13.33

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 9,576

Expenses
Distribution and service plan fees	$ 479
Total expenses		479
Net investment income (loss)		9,097
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	108,343
Capital gain distributions from underlying funds	935
Total net realized gain (loss)		109,278
Change in net unrealized appreciation (depreciation) on underlying funds		(124,717)
Net gain (loss)		(15,439)
Net increase (decrease) in net assets resulting from operations		$ (6,342)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,097	$ 15,147
Net realized gain (loss)	109,278	22,127
Change in net unrealized appreciation (depreciation)	(124,717)	95,990
Net increase (decrease) in net assets resulting from operations	(6,342)	133,264
Distributions to shareholders from net investment income	(9,104)	(15,204)
Distributions to shareholders from net realized gain	(51,618)	(18,973)
Total distributions	(60,722)	(34,177)
Share transactions - net increase (decrease)	(352,075)	378,806
Total increase (decrease) in net assets	(419,139)	477,893

Net Assets
Beginning of period	925,960	448,067
End of period	$ 506,821	$ 925,960

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.82	$ 14.01	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.26	.39	.26
Net realized and unrealized gain (loss)	(1.03)	2.06	4.01
Total from investment operations	(.77)	2.45	4.27
Distributions from net investment income	(.28)	(.28)	(.25)
Distributions from net realized gain	(1.43)	(.36)	(.01)
Total distributions	(1.71)	(.64)	(.26)
Net asset value, end of period	$ 13.34	$ 15.82	$ 14.01
Total Return ^{B, C}	(4.93)%	17.58%	42.70%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.00%	.00%	.00% ^A
Expenses net of fee waivers, if any	.00%	.00%	.00% ^A
Expenses net of all reductions	.00%	.00%	.00% ^A
Net investment income (loss)	1.67%	2.64%	2.76% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 253	$ 666	$ 159
Portfolio turnover rate	92%	50%	4% ^A

^A Annualized

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

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

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

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

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

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.82	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.25	.37	.25
Net realized and unrealized gain (loss)	(1.04)	2.07	4.00
Total from investment operations	(.79)	2.44	4.25
Distributions from net investment income	(.26)	(.26)	(.24)
Distributions from net realized gain	(1.43)	(.36)	(.01)
Total distributions	(1.69)	(.62)	(.25)
Net asset value, end of period	$ 13.34	$ 15.82	$ 14.00
Total Return ^{B, C}	(5.06)%	17.53%	42.51%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.10%	.10%	.10% ^A
Expenses net of fee waivers, if any	.10%	.10%	.10% ^A
Expenses net of all reductions	.10%	.10%	.10% ^A
Net investment income (loss)	1.57%	2.54%	2.66% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 91	$ 118	$ 143
Portfolio turnover rate	92%	50%	4% ^A

^A Annualized

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 15.81	$ 14.00	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.22	.35	.23
Net realized and unrealized gain (loss)	(1.02)	2.06	4.01
Total from investment operations	(.80)	2.41	4.24
Distributions from net investment income	(.25)	(.24)	(.23)
Distributions from net realized gain	(1.43)	(.36)	(.01)
Total distributions	(1.68)	(.60)	(.24)
Net asset value, end of period	$ 13.33	$ 15.81	$ 14.00
Total Return ^{B, C}	(5.16)%	17.30%	42.37%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.25%	.25%	.25% ^A
Expenses net of all reductions	.25%	.25%	.25% ^A
Net investment income (loss)	1.42%	2.39%	2.51% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 163	$ 142	$ 147
Portfolio turnover rate	92%	50%	4% ^A

^A Annualized

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

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2011

1. Organization.

VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, VIP Freedom 2030 Portfolio, VIP Freedom 2035 Portfolio, VIP Freedom 2040 Portfolio, VIP Freedom 2045 Portfolio and VIP Freedom 2050 Portfolio (the Funds) are funds of Variable Insurance Products Fund V. Variable Insurance Products Fund V (the Trust) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, bond, and short-term funds (the Underlying Funds) managed by Fidelity Management & Research Company (FMR). Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each Fund offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Significant Accounting Policies.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required. As of December 31, 2011, each Fund did not have any unrecognized tax benefits in the financial statements; nor is each Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities and other investments
VIP Freedom Income	$ 21,594,473	$ 369,269	$ (788,057)	$ (418,788)
VIP Freedom 2005	6,059,493	103,777	(618,422)	(514,645)
VIP Freedom 2010	192,369,781	5,102,465	(17,782,039)	(12,679,574)
VIP Freedom 2015	105,994,375	5,383,063	(9,453,140)	(4,070,077)
VIP Freedom 2020	532,461,855	22,856,647	(44,163,113)	(21,306,466)
VIP Freedom 2025	51,655,090	1,849,222	(4,933,749)	(3,084,527)
VIP Freedom 2030	129,789,535	4,824,747	(15,655,745)	(10,830,998)
VIP Freedom 2035	357,234	113,301	(7,517)	105,784
VIP Freedom 2040	2,894,716	126,265	(266,273)	(140,008)
VIP Freedom 2045	233,844	95,942	(1,801)	94,141
VIP Freedom 2050	419,555	97,886	(10,583)	87,303

The tax-based components of distributable earnings as of period end were as follows for each Fund:

	Undistributed ordinary income	Undistributed long-term capital gain	Capital loss carryforward	Net unrealized appreciation (depreciation)
VIP Freedom Income	$ 3,740	$ 114,389	$ -	$ (418,788)
VIP Freedom 2005	-	-	(151,827)	(514,645)
VIP Freedom 2010	3,257	948,742	-	(12,679,574)
VIP Freedom 2015	22,222	621,424	-	(4,070,077)
VIP Freedom 2020	59	2,011,087	-	(21,306,466)
VIP Freedom 2025	-	184,049	-	(3,084,527)
VIP Freedom 2030	-	338,153	-	(10,830,998)
VIP Freedom 2035	-	-	(2,237)	105,784
VIP Freedom 2040	-	1,738	-	(140,008)
VIP Freedom 2045	-	10,750	-	94,141
VIP Freedom 2050	-	69,911	-	87,303

Capital loss carryforwards are only available to offset future capital gains of the Funds to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

	Fiscal year of expiration
	2018	Total with expiration
VIP Freedom 2005	$ (86,373)	$ (86,373)

	No expiration			Total capital
	Short-term	Long-term	Total no expiration	loss carryfoward
VIP Freedom 2005	$ (20,603)	$ (44,851)	$ (65,454)	$ (151,827)
VIP Freedom 2035	(2,237)	-	(2,237)	(2,237)

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

December 31, 2011
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Income	$ 436,063	$ -	$ 436,063
VIP Freedom 2005	154,108	-	154,108
VIP Freedom 2010	4,416,607	15,059	4,431,666
VIP Freedom 2015	2,574,274	-	2,574,274
VIP Freedom 2020	12,346,744	-	12,346,744
VIP Freedom 2025	1,128,338	-	1,128,338
VIP Freedom 2030	2,776,265	-	2,776,265
VIP Freedom 2035	9,742	547	10,289
VIP Freedom 2040	60,123	-	60,123
VIP Freedom 2045	6,710	7,867	14,577
VIP Freedom 2050	60,722	-	60,722
December 31, 2010
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Income	$ 513,223	$ 292,617	$ 805,840
VIP Freedom 2005	198,157	-	198,157
VIP Freedom 2010	4,963,086	776,484	5,739,570
VIP Freedom 2015	2,892,227	134,344	3,026,571
VIP Freedom 2020	9,854,211	179,638	10,033,849
VIP Freedom 2025	1,001,759	15,521	1,017,280
VIP Freedom 2030	2,346,989	97,450	2,444,439
VIP Freedom 2035	15,387	21,394	36,781
VIP Freedom 2040	54,058	17,135	71,193
VIP Freedom 2045	13,928	23,514	37,442
VIP Freedom 2050	23,223	10,954	34,177

3. Purchases and Sales of Investments.

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

	Purchases ($)	Redemptions ($)
VIP Freedom Income	12,872,273	10,029,121
VIP Freedom 2005	3,260,114	3,618,918
VIP Freedom 2010	54,341,201	28,417,603
VIP Freedom 2015	33,187,760	26,267,547
VIP Freedom 2020	191,775,242	47,403,283
VIP Freedom 2025	18,826,438	9,550,765
VIP Freedom 2030	41,986,614	18,109,188
VIP Freedom 2035	241,423	192,582
VIP Freedom 2040	3,440,421	936,863
VIP Freedom 2045	102,979	114,350
VIP Freedom 2050	528,640	931,426

4. Fees and Other Transactions with Affiliates.

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

Other Transactions. Strategic Advisers has entered into an administration agreement with FMR under which FMR provides management and administrative services (other than investment advisory services) necessary for the operation of each Fund. Pursuant to this agreement, FMR pays all expenses of each Fund, excluding the distribution and service fees, the compensation of the independent Trustees and certain other expenses such as

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Other Transactions - continued

interest expense. FMR also contracts with other Fidelity companies to perform the services necessary for the operation of each Fund. The Funds do not pay any fees for these services.

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

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

	Service Class	Service Class 2	Total
VIP Freedom Income	$ 1,556	$ 18,937	$ 20,493
VIP Freedom 2005	151	1,093	1,244
VIP Freedom 2010	20,030	315,769	335,799
VIP Freedom 2015	4,794	141,084	145,878
VIP Freedom 2020	36,528	933,926	970,454
VIP Freedom 2025	4,718	60,759	65,477
VIP Freedom 2030	27,309	139,149	166,458
VIP Freedom 2035	104	731	835
VIP Freedom 2040	772	383	1,155
VIP Freedom 2045	104	356	460
VIP Freedom 2050	105	374	479

5. Expense Reductions.

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

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

	Expense Limitations	Reimbursement from adviser

VIP Freedom Income
Initial Class	-%	$ 40
Service Class	.10%	6
Service Class 2	.25%	27
VIP Freedom 2005
Initial Class	-%	18
Service Class	.10%	1
Service Class 2	.25%	2
VIP Freedom 2010
Initial Class	-%	81
Service Class	.10%	71
Service Class 2	.25%	450
VIP Freedom 2015
Initial Class	-%	144
Service Class	.10%	17
Service Class 2	.25%	202
VIP Freedom 2020
Initial Class	-%	172
Service Class	.10%	128
Service Class 2	.25%	1,309

Annual Report

Notes to Financial Statements - continued

5. Expense Reductions - continued

	Expense Limitations	Reimbursement from adviser

VIP Freedom 2025
Initial Class	-%	$ 60
Service Class	.10%	16
Service Class 2	.25%	86
VIP Freedom 2030
Initial Class	-%	109
Service Class	.10%	96
Service Class 2	.25%	197
VIP Freedom 2040
Initial Class	-%	4
Service Class	.10%	2
Service Class 2	.25%	1

6. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,	2011	2010
VIP Freedom Income
From net investment income
Initial Class	$ 195,722	$ 210,386
Service Class	37,230	3,035
Service Class 2	124,660	115,815
Total	$ 357,612	$ 329,236
From net realized gain
Initial Class	$ 40,602	$ 290,719
Service Class	8,022	4,582
Service Class 2	29,827	181,303
Total	$ 78,451	$ 476,604
VIP Freedom 2005
From net investment income
Initial Class	$ 98,956	$ 112,320
Service Class	2,218	3,344
Service Class 2	27,730	2,691
Total	$ 128,904	$ 118,355
From net realized gain
Initial Class	$ 19,170	$ 76,130
Service Class	458	2,040
Service Class 2	5,576	1,632
Total	$ 25,204	$ 79,802
VIP Freedom 2010
From net investment income
Initial Class	$ 476,833	$ 463,722
Service Class	427,907	377,308
Service Class 2	2,596,925	2,186,962
Total	$ 3,501,665	$ 3,027,992
From net realized gain
Initial Class	$ 116,725	$ 398,603
Service Class	108,547	350,127
Service Class 2	704,729	1,962,848
Total	$ 930,001	$ 2,711,578

Annual Report

6. Distributions to Shareholders - continued

Years ended December 31,	2011	2010
VIP Freedom 2015
From net investment income
Initial Class	$ 826,838	$ 813,676
Service Class	171,855	54,230
Service Class 2	1,045,079	1,039,969
Total	$ 2,043,772	$ 1,907,875
From net realized gain
Initial Class	$ 200,335	$ 461,272
Service Class	42,769	28,463
Service Class 2	287,397	628,961
Total	$ 530,501	$ 1,118,696
VIP Freedom 2020
From net investment income
Initial Class	$ 1,049,292	$ 930,464
Service Class	778,227	654,671
Service Class 2	8,558,653	5,829,063
Total	$ 10,386,172	$ 7,414,198
From net realized gain
Initial Class	$ 181,696	$ 331,668
Service Class	140,856	235,505
Service Class 2	1,638,020	2,052,478
Total	$ 1,960,572	$ 2,619,651
VIP Freedom 2025
From net investment income
Initial Class	$ 332,511	$ 346,092
Service Class	150,864	27,402
Service Class 2	486,789	426,018
Total	$ 970,164	$ 799,512
VIP Freedom 2025
From net realized gain
Initial Class	$ 50,800	$ 98,389
Service Class	23,707	7,360
Service Class 2	83,667	112,019
Total	$ 158,174	$ 217,768
VIP Freedom 2030
From net investment income
Initial Class	$ 662,495	$ 539,256
Service Class	589,888	411,502
Service Class 2	1,163,344	824,730
Total	$ 2,415,727	$ 1,775,488
From net realized gain
Initial Class	$ 92,441	$ 194,726
Service Class	86,325	151,508
Service Class 2	181,772	322,717
Total	$ 360,538	$ 668,951
VIP Freedom 2035
From net investment income
Initial Class	$ 1,899	$ 2,136
Service Class	1,654	1,918
Service Class 2	4,689	3,394
Total	$ 8,242	$ 7,448
From net realized gain
Initial Class	$ 445	$ 8,162
Service Class	420	7,842
Service Class 2	1,182	13,329
Total	$ 2,047	$ 29,333

Annual Report

Notes to Financial Statements - continued

6. Distributions to Shareholders - continued

VIP Freedom 2040
Years ended December 31,	2011	2010
From net investment income
Initial Class	$ 31,680	$ 4,811
Service Class	20,912	1,884
Service Class 2	2,975	2,151
Total	$ 55,567	$ 8,846
From net realized gain
Initial Class	$ 2,544	$ 31,376
Service Class	1,743	13,997
Service Class 2	269	16,974
Total	$ 4,556	$ 62,347
VIP Freedom 2045
From net investment income
Initial Class	$ 1,932	$ 2,203
Service Class	1,740	2,006
Service Class 2	2,559	1,978
Total	$ 6,231	$ 6,187
From net realized gain
Initial Class	$ 2,739	$ 10,391
Service Class	2,654	10,084
Service Class 2	2,953	10,780
Total	$ 8,346	$ 31,255
VIP Freedom 2050
From net investment income
Initial Class	$ 4,684	$ 11,275
Service Class	1,588	1,872
Service Class 2	2,832	2,057
Total	$ 9,104	$ 15,204
From net realized gain
Initial Class	$ 26,549	$ 12,930
Service Class	8,828	2,793
Service Class 2	16,241	3,250
Total	$ 51,618	$ 18,973

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended December 31,	2011	2010	2011	2010
VIP Freedom Income
Initial Class
Shares sold	543,622	258,557	$ 5,666,542	$ 2,671,849
Reinvestment of distributions	23,169	48,930	236,324	501,105
Shares redeemed	(582,469)	(488,726)	(6,065,963)	(5,003,766)
Net increase (decrease)	(15,678)	(181,239)	$ (163,097)	$ (1,830,812)
Service Class
Shares sold	316,591	14,564	$ 3,328,350	$ 146,987
Reinvestment of distributions	4,432	743	45,252	7,617
Shares redeemed	(92,529)	(14,887)	(964,609)	(152,852)
Net increase (decrease)	228,494	420	$ 2,408,993	$ 1,752
Service Class 2
Shares sold	402,000	357,073	$ 4,158,851	$ 3,636,152
Reinvestment of distributions	15,190	29,093	154,487	297,118
Shares redeemed	(371,665)	(349,472)	(3,842,928)	(3,569,125)
Net increase (decrease)	45,525	36,694	$ 470,410	$ 364,145

Annual Report

7. Share Transactions - continued

	Shares		Dollars
Years ended December 31,	2011	2010	2011	2010
VIP Freedom 2005
Initial Class
Shares sold	127,726	134,064	$ 1,305,070	$ 1,286,624
Reinvestment of distributions	11,980	19,288	118,126	188,450
Shares redeemed	(178,877)	(315,687)	(1,815,207)	(3,018,853)
Net increase (decrease)	(39,171)	(162,335)	$ (392,011)	$ (1,543,779)
Service Class
Shares sold	7,624	6,760	$ 77,113	$ 68,354
Reinvestment of distributions	271	549	2,676	5,384
Shares redeemed	(16,002)	(7,984)	(161,474)	(77,087)
Net increase (decrease)	(8,107)	(675)	$ (81,685)	$ (3,349)
Service Class 2
Shares sold	142,912	9,995	$ 1,423,341	$ 93,487
Reinvestment of distributions	3,381	440	33,306	4,323
Shares redeemed	(138,887)	(14,517)	(1,369,739)	(139,052)
Net increase (decrease)	7,406	(4,082)	$ 86,908	$ (41,242)
VIP Freedom 2010
Initial Class
Shares sold	464,447	436,778	$ 4,963,243	$ 4,483,599
Reinvestment of distributions	57,516	82,723	593,558	862,325
Shares redeemed	(482,640)	(559,697)	(5,181,548)	(5,705,979)
Net increase (decrease)	39,323	(40,196)	$ 375,253	$ (360,055)
Service Class
Shares sold	588,287	560,883	$ 6,354,925	$ 5,683,418
Reinvestment of distributions	52,037	69,957	536,454	727,435
Shares redeemed	(425,148)	(783,131)	(4,547,355)	(8,010,814)
Net increase (decrease)	215,176	(152,291)	$ 2,344,024	$ (1,599,961)
Service Class 2
Shares sold	3,362,539	3,191,303	$ 35,801,452	$ 32,493,399
Reinvestment of distributions	321,514	398,872	3,301,654	4,149,810
Shares redeemed	(1,562,905)	(1,434,821)	(16,621,602)	(14,472,689)
Net increase (decrease)	2,121,148	2,155,354	$ 22,481,504	$ 22,170,520
VIP Freedom 2015
Initial Class
Shares sold	850,771	670,873	$ 9,246,584	$ 6,860,434
Reinvestment of distributions	98,957	120,777	1,027,173	1,274,948
Shares redeemed	(901,866)	(909,179)	(9,801,615)	(9,208,564)
Net increase (decrease)	47,862	(117,529)	$ 472,142	$ (1,073,182)
Service Class
Shares sold	717,209	156,503	$ 7,691,501	$ 1,583,510
Reinvestment of distributions	20,697	7,803	214,624	82,693
Shares redeemed	(246,215)	(65,542)	(2,641,295)	(664,170)
Net increase (decrease)	491,691	98,764	$ 5,264,830	$ 1,002,033
Service Class 2
Shares sold	1,160,410	1,421,812	$ 12,483,558	$ 14,400,184
Reinvestment of distributions	128,866	158,545	1,332,475	1,668,930
Shares redeemed	(1,214,512)	(678,716)	(13,110,493)	(6,837,448)
Net increase (decrease)	74,764	901,641	$ 705,540	$ 9,231,666
VIP Freedom 2020
Initial Class
Shares sold	1,431,567	920,774	$ 15,478,055	$ 9,150,944
Reinvestment of distributions	120,449	120,936	1,230,988	1,262,132
Shares redeemed	(1,147,522)	(799,922)	(12,307,636)	(7,947,958)
Net increase (decrease)	404,494	241,788	$ 4,401,407	$ 2,465,118

Annual Report

Notes to Financial Statements - continued

7. Share Transactions - continued

	Shares		Dollars
Years ended December 31,	2011	2010	2011	2010
VIP Freedom 2020
Service Class
Shares sold	1,052,615	1,051,011	$ 11,359,843	$ 10,406,571
Reinvestment of distributions	90,106	85,322	919,083	890,176
Shares redeemed	(674,788)	(722,926)	(7,210,331)	(7,208,777)
Net increase (decrease)	467,933	413,407	$ 5,068,595	$ 4,087,970
Service Class 2
Shares sold	13,613,924	10,438,161	$ 144,846,404	$ 103,574,788
Reinvestment of distributions	1,002,623	756,007	10,196,673	7,881,541
Shares redeemed	(2,071,647)	(1,785,393)	(21,956,318)	(17,423,750)
Net increase (decrease)	12,544,900	9,408,775	$ 133,086,759	$ 94,032,579
VIP Freedom 2025
Initial Class
Shares sold	316,493	210,663	$ 3,360,409	$ 2,056,243
Reinvestment of distributions	38,255	42,774	383,311	444,481
Shares redeemed	(460,823)	(197,611)	(4,896,785)	(1,893,385)
Net increase (decrease)	(106,075)	55,826	$ (1,153,065)	$ 607,339
Service Class
Shares sold	664,334	96,750	$ 6,956,093	$ 938,977
Reinvestment of distributions	17,440	3,336	174,571	34,762
Shares redeemed	(103,678)	(36,867)	(1,089,627)	(368,024)
Net increase (decrease)	578,096	63,219	$ 6,041,037	$ 605,715
Service Class 2
Shares sold	722,933	1,456,760	$ 7,498,084	$ 14,706,194
Reinvestment of distributions	57,217	51,796	570,455	538,037
Shares redeemed	(366,230)	(218,947)	(3,841,573)	(2,103,016)
Net increase (decrease)	413,920	1,289,609	$ 4,226,966	$ 13,141,215
VIP Freedom 2030
Initial Class
Shares sold	804,180	775,263	$ 8,224,380	$ 7,430,999
Reinvestment of distributions	77,829	73,020	754,936	733,982
Shares redeemed	(558,805)	(656,437)	(5,715,678)	(6,157,596)
Net increase (decrease)	323,204	191,846	$ 3,263,638	$ 2,007,385
Service Class
Shares sold	1,124,643	826,988	$ 11,604,879	$ 7,926,058
Reinvestment of distributions	69,785	56,031	676,213	563,009
Shares redeemed	(503,954)	(406,449)	(5,160,071)	(3,785,635)
Net increase (decrease)	690,474	476,570	$ 7,121,021	$ 4,703,432
Service Class 2
Shares sold	2,397,724	1,644,957	$ 24,438,048	$ 15,476,635
Reinvestment of distributions	139,102	114,453	1,345,116	1,147,447
Shares redeemed	(1,233,591)	(754,936)	(12,571,282)	(7,067,727)
Net increase (decrease)	1,303,235	1,004,474	$ 13,211,882	$ 9,556,355
VIP Freedom 2035
Initial Class
Shares sold	517	169	$ 7,378	$ 2,393
Reinvestment of distributions	168	710	2,344	10,298
Shares redeemed	(1,837)	(3,191)	(27,110)	(45,336)
Net increase (decrease)	(1,152)	(2,312)	$ (17,388)	$ (32,645)
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	148	673	2,074	9,760
Shares redeemed	(1,496)	(3,018)	(22,170)	(42,843)
Net increase (decrease)	(1,348)	(2,345)	$ (20,096)	$ (33,083)

Annual Report

7. Share Transactions - continued

	Shares		Dollars
Years ended December 31,	2011	2010	2011	2010
VIP Freedom 2035
Service Class 2
Shares sold	16,012	6,219	$ 233,514	$ 94,194
Reinvestment of distributions	420	1,147	5,871	16,723
Shares redeemed	(10,794)	(3,391)	(152,907)	(48,539)
Net increase (decrease)	5,638	3,975	$ 86,478	$ 62,378
VIP Freedom 2040
Initial Class
Shares sold	114,034	70,337	$ 1,616,680	$ 989,272
Reinvestment of distributions	2,599	2,586	34,224	36,187
Shares redeemed	(17,949)	(63,590)	(248,395)	(920,096)
Net increase (decrease)	98,684	9,333	$ 1,402,509	$ 105,363
Service Class
Shares sold	111,915	-	$ 1,670,332	$ -
Reinvestment of distributions	1,720	1,138	22,655	15,881
Shares redeemed	(41,524)	(3,021)	(597,686)	(43,092)
Net increase (decrease)	72,111	(1,883)	$ 1,095,301	$ (27,211)
Service Class 2
Shares sold	5,669	1,870	$ 78,289	$ 28,133
Reinvestment of distributions	247	1,370	3,244	19,125
Shares redeemed	(5,726)	(3,161)	(77,298)	(45,227)
Net increase (decrease)	190	79	$ 4,235	$ 2,031
VIP Freedom 2045
Initial Class
Shares sold	215	38	$ 3,017	$ 576
Reinvestment of distributions	328	872	4,671	12,594
Shares redeemed	(1,725)	(3,131)	(24,843)	(44,833)
Net increase (decrease)	(1,182)	(2,221)	$ (17,155)	$ (31,663)
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	308	837	4,394	12,090
Shares redeemed	(1,560)	(3,018)	(22,468)	(43,180)
Net increase (decrease)	(1,252)	(2,181)	$ (18,074)	$ (31,090)
Service Class 2
Shares sold	5,549	617	$ 79,835	$ 9,521
Reinvestment of distributions	390	883	5,512	12,757
Shares redeemed	(3,892)	(3,049)	(53,887)	(43,609)
Net increase (decrease)	2,047	(1,549)	$ 31,460	$ (21,331)
VIP Freedom 2050
Initial Class
Shares sold	25,741	38,491	$ 405,897	$ 556,062
Reinvestment of distributions	2,281	1,539	31,233	24,205
Shares redeemed	(51,164)	(9,291)	(826,168)	(141,310)
Net increase (decrease)	(23,142)	30,739	$ (389,038)	$ 438,957
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	770	302	10,416	4,665
Shares redeemed	(1,439)	(2,999)	(22,752)	(43,436)
Net increase (decrease)	(669)	(2,697)	$ (12,336)	$ (38,771)
Service Class 2
Shares sold	6,757	1,782	$ 103,745	$ 26,095
Reinvestment of distributions	1,417	343	19,073	5,307
Shares redeemed	(4,906)	(3,620)	(73,519)	(52,782)
Net increase (decrease)	3,268	(1,495)	$ 49,299	$ (21,380)

Annual Report

Notes to Financial Statements - continued

8. Other.

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

The Funds do not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Funds within their principal investment strategies may represent a significant portion of the Underlying Fund's net assets. At the end of the period, VIP Freedom 2020 was the owner of record of approximately 25% of the total outstanding shares of VIP Value Portfolio, and approximately 17% of the total outstanding shares of VIP Emerging Markets Portfolio.

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

Fund	% of shares held
VIP Emerging Markets Portfolio	33%
VIP Value Portfolio	47%

In addition, at the end of the period, FMR or its affiliates and certain otherwise unaffiliated shareholders each were owners of record of more than 10% of the outstanding shares of the following funds:

	Affiliated%	Number of Unaffiliated Shareholders	Unaffiliated Shareholders%
VIP Freedom Income	49%	1	18%
VIP Freedom 2005	95%	-	-
VIP Freedom 2010	-	1	73%
VIP Freedom 2015	32%	1	35%
VIP Freedom 2020	-	1	74%
VIP Freedom 2025	25%	3	57%
VIP Freedom 2030	12%	2	62%
VIP Freedom 2035	42%	2	53%
VIP Freedom 2040	-	3	90%
VIP Freedom 2045	75%	1	16%
VIP Freedom 2050	31%	2	61%

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products Fund V and the Shareholders of VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, VIP Freedom 2030 Portfolio, VIP Freedom 2035 Portfolio, VIP Freedom 2040 Portfolio, VIP Freedom 2045 Portfolio and VIP Freedom 2050 Portfolio:

We have audited the accompanying statements of assets and liabilities of VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, VIP Freedom 2030 Portfolio, VIP Freedom 2035 Portfolio, VIP Freedom 2040 Portfolio, VIP Freedom 2045 Portfolio and VIP Freedom 2050 Portfolio (the Funds), each a fund of Variable Insurance Products Fund V, including the schedules of investments, as of December 31, 2011, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodians. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, VIP Freedom 2030 Portfolio, VIP Freedom 2035 Portfolio, VIP Freedom 2040 Portfolio, VIP Freedom 2045 Portfolio and VIP Freedom 2050 Portfolio as of December 31, 2011, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2012

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each VIP Freedom Portfolio and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each VIP Freedom Portfolio's activities, review contractual arrangements with companies that provide services to each VIP Freedom Portfolio, oversee management of the risks associated with such activities and contractual arrangements, and review each VIP Freedom Portfolio's performance. If the interests of a VIP Freedom Portfolio and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the VIP Freedom Portfolios to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers and the Trustees would take reasonable steps to minimize and, if possible, eliminate the conflict. Except for James C. Curvey, each of the Trustees oversees 203 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Abigail P. Johnson (50)
	Year of Election or Appointment: 2009 Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Albert R. Gamper, Jr. (69)
	Year of Election or Appointment: 2007 Mr. Gamper is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (60)
	Year of Election or Appointment: 2010 Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (64)
	Year of Election or Appointment: 2008 Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.
Michael E. Kenneally (57)
	Year of Election or Appointment: 2009 Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (71)
	Year of Election or Appointment: 2007 Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (65)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (72)
	Year of Election or Appointment: 2007 Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

Annual Report

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
John R. Hebble (53)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.
Derek L. Young (47)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as President and a Director of Strategic Advisers, Inc. (2011-present), President of the Global Asset Allocation Group (2011-present), and as Vice Chairman of Pyramis Global Advisers, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of the Global Asset Allocation Group (2009-2011) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
David J. Carter (38)
	Year of Election or Appointment: 2010 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Michael H. Whitaker (44)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Jeffrey S. Christian (50)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Deputy Treasurer of other Fidelity funds (2008-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2009 Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

	Pay Date	Record Date	Capital Gains
VIP Freedom Income Portfolio
Initial Class	02/10/12	02/10/12	$0.063
Service Class	02/10/12	02/10/12	$0.063
Service Class 2	02/10/12	02/10/12	$0.063
VIP Freedom 2005 Portfolio
Initial Class	02/10/12	02/10/12	$0.000
Service Class	02/10/12	02/10/12	$0.000
Service Class 2	02/10/12	02/10/12	$0.000
VIP Freedom 2010 Portfolio
Initial Class	02/10/12	02/10/12	$0.056
Service Class	02/10/12	02/10/12	$0.056
Service Class 2	02/10/12	02/10/12	$0.056
VIP Freedom 2015 Portfolio
Initial Class	02/10/12	02/10/12	$0.068
Service Class	02/10/12	02/10/12	$0.068
Service Class 2	02/10/12	02/10/12	$0.068
VIP Freedom 2020 Portfolio
Initial Class	02/10/12	02/10/12	$0.041
Service Class	02/10/12	02/10/12	$0.041
Service Class 2	02/10/12	02/10/12	$0.041
VIP Freedom 2025 Portfolio
Initial Class	02/10/12	02/10/12	$0.037
Service Class	02/10/12	02/10/12	$0.037
Service Class 2	02/10/12	02/10/12	$0.037
VIP Freedom 2030 Portfolio
Initial Class	02/10/12	02/10/12	$0.028
Service Class	02/10/12	02/10/12	$0.028
Service Class 2	02/10/12	02/10/12	$0.028
VIP Freedom 2035 Portfolio
Initial Class	02/10/12	02/10/12	$0.000
Service Class	02/10/12	02/10/12	$0.000
Service Class 2	02/10/12	02/10/12	$0.000
VIP Freedom 2040 Portfolio
Initial Class	02/10/12	02/10/12	$0.010
Service Class	02/10/12	02/10/12	$0.010
Service Class 2	02/10/12	02/10/12	$0.010
VIP Freedom 2045 Portfolio
Initial Class	02/10/12	02/10/12	$0.437
Service Class	02/10/12	02/10/12	$0.437
Service Class 2	02/10/12	02/10/12	$0.437
VIP Freedom 2050 Portfolio
Initial Class	02/10/12	02/10/12	$1.801
Service Class	02/10/12	02/10/12	$1.801
Service Class 2	02/10/12	02/10/12	$1.801

Annual Report

Distributions - continued

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended December 31, 2011, or, if subsequently determined to be different, the net capital gain of such year.

VIP Freedom Income Portfolio	$ 114,389
VIP Freedom 2005 Portfolio	0
VIP Freedom 2010 Portfolio	950,229
VIP Freedom 2015 Portfolio	621,424
VIP Freedom 2020 Portfolio	2,011,087
VIP Freedom 2025 Portfolio	186,584
VIP Freedom 2030 Portfolio	348,173
VIP Freedom 2035 Portfolio	0
VIP Freedom 2040 Portfolio	1,781
VIP Freedom 2045 Portfolio	10,864
VIP Freedom 2050 Portfolio	69,937

A percentage of the dividends distributed during the fiscal year for the following funds was derived from interest on U.S. Government securities which is generally exempt from state income tax:

VIP Freedom Income Portfolio
Initial Class	6.34%
Service Class	6.34%
Service Class 2	6.34%
VIP Freedom 2005 Portfolio
Initial Class	5.47%
Service Class	5.47%
Service Class 2	5.47%
VIP Freedom 2010 Portfolio
Initial Class	5.35%
Service Class	5.35%
Service Class 2	5.35%
VIP Freedom 2015 Portfolio
Initial Class	5.36%
Service Class	5.36%
Service Class 2	5.36%
VIP Freedom 2020 Portfolio
Initial Class	4.82%
Service Class	4.82%
Service Class 2	4.82%
VIP Freedom 2025 Portfolio
Initial Class	4.05%
Service Class	4.05%
Service Class 2	4.05%
VIP Freedom 2030 Portfolio
Initial Class	3.61%
Service Class	3.61%
Service Class 2	3.61%
VIP Freedom 2035 Portfolio
Initial Class	2.23%
Service Class	2.23%
Service Class 2	2.23%

Annual Report

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

	February 2011	December 2011
VIP Freedom Income Portfolio
Initial Class	0%	9%
Service Class	0%	9%
Service Class 2	0%	10%
VIP Freedom 2005 Portfolio
Initial Class	0%	17%
Service Class	0%	18%
Service Class 2	0%	17%
VIP Freedom 2010 Portfolio
Initial Class	9%	18%
Service Class	9%	18%
Service Class 2	9%	19%
VIP Freedom 2015 Portfolio
Initial Class	0%	18%
Service Class	0%	18%
Service Class 2	0%	20%
VIP Freedom 2020 Portfolio
Initial Class	0%	21%
Service Class	0%	22%
Service Class 2	0%	23%
VIP Freedom 2025 Portfolio
Initial Class	0%	26%
Service Class	0%	26%
Service Class 2	0%	28%
VIP Freedom 2030 Portfolio
Initial Class	0%	28%
Service Class	0%	29%
Service Class 2	0%	30%
VIP Freedom 2035 Portfolio
Initial Class	0%	36%
Service Class	0%	38%
Service Class 2	0%	41%
VIP Freedom 2040 Portfolio
Initial Class	0%	36%
Service Class	0%	37%
Service Class 2	0%	40%
VIP Freedom 2045 Portfolio
Initial Class	0%	37%
Service Class	0%	39%
Service Class 2	0%	42%
VIP Freedom 2050 Portfolio
Initial Class	0%	7%
Service Class	0%	7%
Service Class 2	0%	8%

Annual Report

Distributions - continued

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

	Pay Date	Income	Taxes
VIP Freedom Income Portfolio
Initial Class	12/29/2011	$0.010	$0.001
Service Class	12/29/2011	$0.010	$0.001
Service Class 2	12/29/2011	$0.009	$0.001
VIP Freedom 2005 Portfolio
Initial Class	12/29/2011	$0.018	$0.001
Service Class	12/29/2011	$0.017	$0.001
Service Class 2	12/29/2011	$0.018	$0.001
VIP Freedom 2010 Portfolio
Initial Class	12/29/2011	$0.025	$0.002
Service Class	12/29/2011	$0.024	$0.002
Service Class 2	12/29/2011	$0.023	$0.002
VIP Freedom 2015 Portfolio
Initial Class	12/29/2011	$0.026	$0.002
Service Class	12/29/2011	$0.025	$0.002
Service Class 2	12/29/2011	$0.023	$0.002
VIP Freedom 2020 Portfolio
Initial Class	12/29/2011	$0.030	$0.002
Service Class	12/29/2011	$0.028	$0.002
Service Class 2	12/29/2011	$0.027	$0.002
VIP Freedom 2025 Portfolio
Initial Class	12/29/2011	$0.032	$0.002
Service Class	12/29/2011	$0.032	$0.002
Service Class 2	12/29/2011	$0.029	$0.002
VIP Freedom 2030 Portfolio
Initial Class	12/29/2011	$0.035	$0.003
Service Class	12/29/2011	$0.033	$0.003
Service Class 2	12/29/2011	$0.031	$0.003
VIP Freedom 2035 Portfolio
Initial Class	12/29/2011	$0.059	$0.004
Service Class	12/29/2011	$0.056	$0.004
Service Class 2	12/29/2011	$0.052	$0.004
VIP Freedom 2040 Portfolio
Initial Class	12/29/2011	$0.051	$0.004
Service Class	12/29/2011	$0.050	$0.004
Service Class 2	12/29/2011	$0.046	$0.004
VIP Freedom 2045 Portfolio
Initial Class	12/29/2011	$0.058	$0.004
Service Class	12/29/2011	$0.055	$0.004
Service Class 2	12/29/2011	$0.051	$0.004
VIP Freedom 2050 Portfolio
Initial Class	12/29/2011	$0.062	$0.004
Service Class	12/29/2011	$0.062	$0.004
Service Class 2	12/29/2011	$0.061	$0.004

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Freedom Funds

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and administration agreement (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Nominating and Governance, 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. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of each fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of each fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of each fund and its shareholders and that the lack of compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. In reaching its determination, the Board is aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that each fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, Inc. (Strategic Advisers), and the administrator, FMR, including the backgrounds of the funds' investment personnel and the funds' investment objectives and disciplines. 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 to act in the best interests of each fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Strategic Advisers' investment staff, including its size, education, experience, and resources, as well as Strategic Advisers' and FMR's approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Strategic Advisers' trading capabilities and resources which are an integral part of the investment management process.

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

For VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, VIP Freedom 2030 Portfolio, and VIP Freedom Income Portfolio, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the cumulative total returns of Initial Class and Service Class 2 of the fund and the cumulative total returns of a proprietary custom index ("benchmark"). The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively (based on five-year performance).

Because VIP Freedom 2035 Portfolio, VIP Freedom 2040 Portfolio, VIP Freedom 2045 Portfolio, and VIP Freedom 2050 Portfolio had been in existence less than three calendar years, for each such fund the following chart considered by the Board shows, for the one-year period ended December 31, 2010, the total returns of Initial Class and Service Class 2 of the fund and the total return of a proprietary custom index ("benchmark"). The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively.

For each fund, the proprietary custom index is an index developed by FMR that represents the performance of the fund's asset classes according to their respective weightings, adjusted on the last day of every month to reflect the fund's increasingly conservative asset allocations over time (for each fund other than VIP Freedom Income Portfolio).

VIP Freedom 2005 Portfolio

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The Board noted that the 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. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

VIP Freedom 2010 Portfolio

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VIP Freedom 2015 Portfolio

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Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Freedom 2020 Portfolio

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The Board noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the one-year total return of Initial Class compared favorably to 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. The Board also reviewed the fund's performance since inception as well as performance in the current year.

VIP Freedom 2025 Portfolio

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Annual Report

VIP Freedom 2030 Portfolio

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VIP Freedom 2035 Portfolio

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The Board noted that the investment performance of Initial Class of the fund compared favorably to its benchmark for the period 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. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Freedom 2040 Portfolio

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VIP Freedom 2045 Portfolio

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Annual Report

VIP Freedom 2050 Portfolio

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VIP Freedom Income Portfolio

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The Board noted that the investment performance of Initial Class of the fund compared favorably to 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. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board noted that the funds do not pay Strategic Advisers a management fee for investment advisory services. The Board considered each fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes, and also considered that each fund bears indirectly the expenses of the underlying funds in which it invests. 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 ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Freedom 2005 Portfolio

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VIP Freedom 2010 Portfolio

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Annual Report

VIP Freedom 2015 Portfolio

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VIP Freedom 2020 Portfolio

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Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Freedom 2025 Portfolio

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VIP Freedom 2030 Portfolio

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Annual Report

VIP Freedom 2035 Portfolio

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VIP Freedom 2040 Portfolio

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Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

VIP Freedom 2045 Portfolio

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VIP Freedom 2050 Portfolio

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Annual Report

VIP Freedom Income Portfolio

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The Board noted that each fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

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

Total Expense Ratio. In its review of the total expense ratio of each class of each fund, the Board noted that each fund invests in Initial Class of the underlying fund to avoid charging fund-paid 12b-1 fees at both fund levels. The Board considered that the funds do not pay transfer agent fees. Instead, Initial Class of each underlying fund bears its pro rata portion of each fund's transfer agent fee according to the percentage of each fund's assets invested in that underlying fund. The Board further noted that FMR pays all other expenses of each fund, with limited exceptions.

The Board noted that the total expense ratio of each of Initial Class and Service Class of each fund ranked below its competitive median for 2010 and the total expense ratio of Service Class 2 of each fund ranked above its competitive median for 2010. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Service Class 2 of each fund was above the median due to 12b-1 fees and that the funds and classes in the Total Mapped Group that have a similar sales load structure included classes with no 12b-1 fees. Excluding the 12b-1 fees, the total expense ratio of Service Class 2 of each fund ranked below its competitive median for 2010. The Board noted that each 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 expense ratios of the classes of each fund vary primarily by the level of their 12b-1 fees.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of each fund was reasonable, although in some cases 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, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund were not relevant to the renewal of each fund's Advisory Contracts because the funds do not pay management fees and FMR pays all other expenses of each fund, with limited exceptions.

Economies of Scale. The Board concluded that because the funds do not pay management fees and FMR pays all other expenses of each fund, with limited exceptions, economies of scale cannot be realized by the funds, but may be realized by the other Fidelity funds in which each fund invests.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFF2K-ANN-0212
1.826371.107

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

Annual Report

December 31, 2011

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Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Managers' review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Lifetime Income I Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Lifetime Income II Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Lifetime Income III Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

VIP Freedom Lifetime Income® I Portfolio

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP Freedom Lifetime Income® I Portfolio	0.48%	2.90%	4.21%

^A From July 26, 2005.

$10,000 Over Life of Fund

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

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Annual Report

VIP Freedom Lifetime Income II Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP Freedom Lifetime Income II Portfolio	0.25%	2.35%	4.33%

^A From July 26, 2005.

$10,000 Over Life of Fund

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

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Annual Report

VIP Freedom Lifetime Income III Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP Freedom Lifetime Income III Portfolio	-2.36%	1.16%	3.76%

^A From July 26, 2005.

$10,000 Over Life of Fund

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

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Extreme market volatility took center stage during the 12 months ending December 31, 2011, stealing the spotlight from signs of progress in the global economy. Early in the year, aggressive monetary stimulus by the U.S. federal government, improving credit-market conditions and solid corporate earnings buoyed most major asset classes. As the period progressed, however, fresh worries about sovereign debt in Europe, inflation in China, gridlock over raising the debt ceiling in the U.S. - along with Standard & Poor's early-August downgrade of the nation's long-term sovereign credit rating - and a dimmed outlook for global growth punctured investor confidence and ignited market instability. Domestic equities, as measured by the broad-based S&P 500® Index, gained 2.11%, easily outpaced the 13.61% decline of MSCI® ACWI® (All Country World Index) ex USA Index, a proxy for foreign stocks. Within the MSCI index, emerging markets declined the most (-18%), with investments here generally held back by a stronger U.S. dollar. The U.K. (-3%) fared better than the rest of Europe (-15%), which was the second-worst-performing index component. Bolstered by periodic flights to quality, U.S. investment-grade bonds posted a 7.84% advance, as reflected by the Barclays Capital® U.S. Aggregate Bond Index, outperforming the 4.37% gain of high-yield securities, as represented by The BofA Merrill Lynch^SM US High Yield Constrained Index. Hampered by financial woes in Europe, the sovereign debt of major developed markets outside the U.S. rose 4.86%, according to the Citigroup® Non-USD Group-of-Seven (G7) Equal Weighted Index, while the JPMorgan Emerging Markets Bond Index Global (EMBI Global) advanced 8.46%, despite the currency head wind.

Comments from Christopher Sharpe, Co-Portfolio Manager of VIP Freedom Lifetime Income Funds, and Andrew Dierdorf, who became Co-Portfolio Manager on June 21, 2011: For the year ending December 31, 2011, VIP Freedom Lifetime Income Fund I and VIP Freedom Lifetime Income Fund II - the two more-conservative Funds with higher allocations to the bond asset class - delivered modest positive absolute returns for the 12-month period. Meanwhile, VIP Freedom Lifetime Income Fund III, the most-equity-focused Fund of the three, delivered a low single-digit loss. (For specific Fund results, please refer to the performance section of this report.) As volatility picked up throughout the year, returns for equities seesawed. The Funds' underlying equity funds - both U.S. and non-U.S. - also struggled to deliver positive results and keep pace with their respective benchmark indexes, due to unfavorable security selection overall. In aggregate, the Funds' U.S. equity asset class underperformed the Dow Jones U.S. Total Stock Market Index^SM, which rose 1.08% for the one-year period. Turning to the Funds' non-U.S. holdings, VIP Overseas Portfolio and VIP Emerging Markets Portfolio each experienced a double-digit decline. While financial woes across Europe plagued stocks globally, holding back the performance of VIP Overseas Portfolio, monetary tightening and signs of an economic slowdown in China, India and other developing countries presented head winds for emerging-markets stocks. In aggregate, the non-U.S. equity asset class lagged the MSCI® EAFE® (Europe, Australasia, Far East) Index, which fell 12.04%. With headline events and disappointing U.S. economic data - such as continued high levels of unemployment and a stagnant housing market - taking their toll on the equity markets, investors shifted their focus to higher-quality bonds, especially U.S. Treasuries. The performance of VIP Investment Grade Bond Portfolio fell just short of the Barclays Capital® U.S. Aggregate Bond Index, and the Funds' high-yield debt allocation to VIP High Income Portfolio underperformed by an even greater degree. As a result, the Funds' bond asset class, in aggregate, detracted from overall results. Lastly, representing the Funds' short-term debt asset class, VIP Money Market Portfolio performed on par with the Barclays Capital U.S. 3 Month Treasury Bellwether Index, which increased 0.11%.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2011 to December 31, 2011).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
VIP Freedom Lifetime Income I	.00%
Actual		$ 1,000.00	$ 969.00	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
VIP Freedom Lifetime Income II	.00%
Actual		$ 1,000.00	$ 962.20	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00
VIP Freedom Lifetime Income III	.00%
Actual		$ 1,000.00	$ 931.60	$ .00
Hypothetical^A		$ 1,000.00	$ 1,025.21	$ .00

^A 5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

Annual Report

VIP Freedom Lifetime Income I Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	4.8	5.0
VIP Equity-Income Portfolio Investor Class	5.8	5.8
VIP Growth & Income Portfolio Investor Class	5.8	5.8
VIP Growth Portfolio Investor Class	5.6	5.9
VIP Mid Cap Portfolio Investor Class	1.9	2.0
VIP Value Portfolio Investor Class	4.9	5.0
VIP Value Strategies Portfolio Investor Class	2.0	2.1
	30.8	31.6
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	8.1	9.6
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	1.9	1.6
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.1	5.0
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	39.1	37.3
Short-Term Funds
VIP Money Market Portfolio Investor Class	15.0	14.9
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	30.8%
	Developed International Equity Funds	8.1%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	39.1%
	Short-Term Funds	15.0%

vfv623

Six months ago
	Domestic Equity Funds	31.6%
	Developed International Equity Funds	9.6%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	37.3%
	Short-Term Funds	14.9%

vfv631

Expected
	Domestic Equity Funds	29.2%
	Developed International Equity Funds	9.0%
	Emerging Markets Equity Funds	1.6%
	High Yield Bond Funds	5.0%
	Investment Grade Bond Funds	40.2%
	Short-Term Funds	15.0%

vfv639

Annual Report

VIP Freedom Lifetime Income I Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 30.8%
	Shares		Value
Domestic Equity Funds - 30.8%
VIP Contrafund Portfolio Investor Class	22,578		$ 517,939
VIP Equity-Income Portfolio Investor Class	33,231		619,417
VIP Growth & Income Portfolio Investor Class	49,888		626,591
VIP Growth Portfolio Investor Class	16,317		600,629
VIP Mid Cap Portfolio Investor Class	7,124		206,606
VIP Value Portfolio Investor Class	49,917		528,625
VIP Value Strategies Portfolio Investor Class	24,388		213,150
TOTAL DOMESTIC EQUITY FUNDS (Cost $3,933,492)		3,312,957
International Equity Funds - 10.0%

Developed International Equity Funds - 8.1%
VIP Overseas Portfolio Investor Class R	64,175		872,143
Emerging Markets Equity Funds - 1.9%
VIP Emerging Markets Portfolio Investor Class R	26,331		203,274
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,447,859)		1,075,417
Bond Funds - 44.2%
	Shares		Value
High Yield Bond Funds - 5.1%
VIP High Income Portfolio Investor Class	102,252		$ 549,091
Investment Grade Bond Funds - 39.1%
VIP Investment Grade Bond Portfolio Investor Class	324,944		4,201,523
TOTAL BOND FUNDS (Cost $4,746,887)		4,750,614
Short-Term Funds - 15.0%

VIP Money Market Portfolio Investor Class (Cost $1,607,780)	1,607,780		1,607,780

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $11,736,018)

10,746,768

NET OTHER ASSETS (LIABILITIES) - 0.0%

NET ASSETS - 100%

$ 10,746,774

Other Information

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

Annual Report

VIP Freedom Lifetime Income I Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $11,736,018) - See accompanying schedule		$ 10,746,768
Receivable for investments sold		183
Total assets		10,746,951

Liabilities
Payable for fund shares redeemed		177

Net Assets		$ 10,746,774
Net Assets consist of:
Paid in capital		$ 11,725,734
Accumulated undistributed net realized gain (loss) on investments		10,290
Net unrealized appreciation (depreciation) on investments		(989,250)
Net Assets, for 1,114,159 shares outstanding		$ 10,746,774
Net Asset Value, offering price and redemption price per share ($10,746,774 ÷ 1,114,159 shares)		$ 9.65

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 231,643

Expenses
Independent trustees' compensation	$ 37
Total expenses before reductions	37
Expense reductions	(37)	0
Net investment income (loss)		231,643
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	24,219
Capital gain distributions from underlying funds	106,219
Total net realized gain (loss)		130,438
Change in net unrealized appreciation (depreciation) on underlying funds		(302,019)
Net gain (loss)		(171,581)
Net increase (decrease) in net assets resulting from operations		$ 60,062

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

Annual Report

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 231,643	$ 212,825
Net realized gain (loss)	130,438	110,224
Change in net unrealized appreciation (depreciation)	(302,019)	753,750
Net increase (decrease) in net assets resulting from operations	60,062	1,076,799
Distributions to shareholders from net investment income	(231,878)	(222,558)
Distributions to shareholders from net realized gain	(68,922)	(110,575)
Total distributions	(300,800)	(333,133)
Share transactions Proceeds from sales of shares	1,633,322	1,364,399
Reinvestment of distributions	300,800	333,133
Cost of shares redeemed	(1,291,500)	(869,595)
Net increase (decrease) in net assets resulting from share transactions	642,622	827,937
Total increase (decrease) in net assets	401,884	1,571,603

Net Assets
Beginning of period	10,344,890	8,773,287
End of period	$ 10,746,774	$ 10,344,890
Other Information Shares
Sold	165,152	143,545
Issued in reinvestment of distributions	31,148	33,844
Redeemed	(129,343)	(91,110)
Net increase (decrease)	66,957	86,279

Financial Highlights

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 9.88	$ 9.13	$ 7.81	$ 11.21	$ 10.98
Income from Investment Operations
Net investment income (loss)^C	.22	.21	.36	.33	.36
Net realized and unrealized gain (loss)	(.17)	.87	1.40	(2.85)	.53
Total from investment operations	.05	1.08	1.76	(2.52)	.89
Distributions from net investment income	(.21)	(.22)	(.36)	(.37)	(.34)
Distributions from net realized gain	(.06)	(.11)	(.08)	(.51)	(.32)
Total distributions	(.28)^G	(.33)	(.44)	(.88)	(.66)
Net asset value, end of period	$ 9.65	$ 9.88	$ 9.13	$ 7.81	$ 11.21
Total Return^A,B	.48%	11.84%	22.76%	(22.68)%	8.16%
Ratios to Average Net Assets^D,F
Expenses before reductions^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.25%	2.26%	4.28%	3.31%	3.15%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,747	$ 10,345	$ 8,773	$ 7,648	$ 12,533
Portfolio turnover rate	17%	26%	20%	25%	16%

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

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

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

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

^E Amount represents less than .01%.

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

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

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

Annual Report

VIP Freedom Lifetime Income II Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	5.5	5.6
VIP Equity-Income Portfolio Investor Class	6.6	6.6
VIP Growth & Income Portfolio Investor Class	6.7	6.6
VIP Growth Portfolio Investor Class	6.4	6.7
VIP Mid Cap Portfolio Investor Class	2.2	2.3
VIP Value Portfolio Investor Class	5.6	5.6
VIP Value Strategies Portfolio Investor Class	2.3	2.4
	35.3	35.8
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	9.3	10.9
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	2.1	1.9
High Yield Bond Funds
VIP High Income Portfolio Investor Class	5.4	5.3
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	39.3	37.8
Short-Term Funds
VIP Money Market Portfolio Investor Class	8.6	8.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	35.3%
	Developed International Equity Funds	9.3%
	Emerging Markets Equity Funds	2.1%
	High Yield Bond Funds	5.4%
	Investment Grade Bond Funds	39.3%
	Short-Term Funds	8.6%

vfv647

Six months ago
	Domestic Equity Funds	35.8%
	Developed International Equity Funds	10.9%
	Emerging Markets Equity Funds	1.9%
	High Yield Bond Funds	5.3%
	Investment Grade Bond Funds	37.8%
	Short-Term Funds	8.3%

vfv655

Expected
	Domestic Equity Funds	34.1%
	Developed International Equity Funds	10.6%
	Emerging Markets Equity Funds	1.8%
	High Yield Bond Funds	5.1%
	Investment Grade Bond Funds	39.2%
	Short-Term Funds	9.2%

vfv663

Annual Report

VIP Freedom Lifetime Income II Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 35.3%
	Shares		Value
Domestic Equity Funds - 35.3%
VIP Contrafund Portfolio Investor Class	39,863		$ 914,447
VIP Equity-Income Portfolio Investor Class	58,709		1,094,327
VIP Growth & Income Portfolio Investor Class	88,217		1,108,003
VIP Growth Portfolio Investor Class	28,858		1,062,270
VIP Mid Cap Portfolio Investor Class	12,612		365,761
VIP Value Portfolio Investor Class	88,197		934,010
VIP Value Strategies Portfolio Investor Class	43,060		376,341
TOTAL DOMESTIC EQUITY FUNDS (Cost $7,147,167)		5,855,159
International Equity Funds - 11.4%

Developed International Equity Funds - 9.3%
VIP Overseas Portfolio Investor Class R	113,270		1,539,343
Emerging Markets Equity Funds - 2.1%
VIP Emerging Markets Portfolio Investor Class R	46,439		358,513
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $2,726,669)		1,897,856
Bond Funds - 44.7%
	Shares		Value
High Yield Bond Funds - 5.4%
VIP High Income Portfolio Investor Class	165,324		$ 887,789
Investment Grade Bond Funds - 39.3%
VIP Investment Grade Bond Portfolio Investor Class	504,245		6,519,891
TOTAL BOND FUNDS (Cost $7,387,689)		7,407,680
Short-Term Funds - 8.6%

VIP Money Market Portfolio Investor Class (Cost $1,432,847)	1,432,847		1,432,847

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $18,694,372)

16,593,542

NET OTHER ASSETS (LIABILITIES) - 0.0%

NET ASSETS - 100%

$ 16,593,547

Other Information

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

Annual Report

VIP Freedom Lifetime Income II Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $18,694,372) - See accompanying schedule		$ 16,593,542
Cash		1
Receivable for investments sold		280
Total assets		16,593,823

Liabilities
Payable for fund shares redeemed		276

Net Assets		$ 16,593,547
Net Assets consist of:
Paid in capital		$ 19,553,327
Accumulated undistributed net realized gain (loss) on investments		(858,950)
Net unrealized appreciation (depreciation) on investments		(2,100,830)
Net Assets, for 1,738,371 shares outstanding		$ 16,593,547
Net Asset Value, offering price and redemption price per share ($16,593,547 ÷ 1,738,371 shares)		$ 9.55

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 371,217

Expenses
Independent trustees' compensation	$ 57
Total expenses before reductions	57
Expense reductions	(57)	0
Net investment income (loss)		371,217
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(13,136)
Capital gain distributions from underlying funds	167,048
Total net realized gain (loss)		153,912
Change in net unrealized appreciation (depreciation) on underlying funds		(516,144)
Net gain (loss)		(362,232)
Net increase (decrease) in net assets resulting from operations		$ 8,985

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

Annual Report

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 371,217	$ 314,795
Net realized gain (loss)	153,912	(234,213)
Change in net unrealized appreciation (depreciation)	(516,144)	1,664,188
Net increase (decrease) in net assets resulting from operations	8,985	1,744,770
Distributions to shareholders from net investment income	(372,166)	(312,980)
Distributions to shareholders from net realized gain	(74,433)	(73,409)
Total distributions	(446,599)	(386,389)
Share transactions Proceeds from sales of shares	3,096,734	407,181
Reinvestment of distributions	446,599	386,389
Cost of shares redeemed	(1,149,414)	(1,687,084)
Net increase (decrease) in net assets resulting from share transactions	2,393,919	(893,514)
Total increase (decrease) in net assets	1,956,305	464,867

Net Assets
Beginning of period	14,637,242	14,172,375
End of period	$ 16,593,547	$ 14,637,242
Other Information Shares
Sold	312,697	44,625
Issued in reinvestment of distributions	46,764	39,603
Redeemed	(115,460)	(182,338)
Net increase (decrease)	244,001	(98,110)

Financial Highlights

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 9.79	$ 8.90	$ 7.42	$ 11.68	$ 11.36
Income from Investment Operations
Net investment income (loss)^C	.23	.21	.34	.29	.32
Net realized and unrealized gain (loss)	(.21)	.95	1.59	(3.57)	.77
Total from investment operations	.02	1.16	1.93	(3.28)	1.09
Distributions from net investment income	(.22)	(.22)	(.36)	(.34)	(.30)
Distributions from net realized gain	(.04)	(.05)	(.09)	(.64)	(.48)
Total distributions	(.26)	(.27)	(.45)	(.98)	(.77) ^G
Net asset value, end of period	$ 9.55	$ 9.79	$ 8.90	$ 7.42	$ 11.68
Total Return^A,B	.25%	12.99%	26.44%	(28.49)%	9.67%
Ratios to Average Net Assets^D,F
Expenses before reductions^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.33%	2.22%	4.25%	2.91%	2.67%
Supplemental Data
Net assets, end of period (000 omitted)	$ 16,594	$ 14,637	$ 14,172	$ 12,892	$ 22,701
Portfolio turnover rate	12%	23%	21%	25%	18%

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

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

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

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

^E Amount represents less than .01%.

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

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

Annual Report

VIP Freedom Lifetime Income III Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	8.2	8.2
VIP Equity-Income Portfolio Investor Class	9.8	9.6
VIP Growth & Income Portfolio Investor Class	9.9	9.5
VIP Growth Portfolio Investor Class	9.5	9.7
VIP Mid Cap Portfolio Investor Class	3.2	3.3
VIP Value Portfolio Investor Class	8.3	8.2
VIP Value Strategies Portfolio Investor Class	3.3	3.4
	52.2	51.9
Developed International Equity Funds
VIP Overseas Portfolio Investor Class R	13.7	15.9
Emerging Markets Equity Funds
VIP Emerging Markets Portfolio Investor Class R	3.2	2.7
High Yield Bond Funds
VIP High Income Portfolio Investor Class	7.8	7.5
Investment Grade Bond Funds
VIP Investment Grade Bond Portfolio Investor Class	23.1	22.0
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
Current
	Domestic Equity Funds	52.2%
	Developed International Equity Funds	13.7%
	Emerging Markets Equity Funds	3.2%
	High Yield Bond Funds	7.8%
	Investment Grade Bond Funds	23.1%

vfv672

Six months ago
	Domestic Equity Funds	51.9%
	Developed International Equity Funds	15.9%
	Emerging Markets Equity Funds	2.7%
	High Yield Bond Funds	7.5%
	Investment Grade Bond Funds	22.0%

vfv679

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

vfv686

Annual Report

VIP Freedom Lifetime Income III Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Domestic Equity Funds - 52.2%
	Shares		Value
Domestic Equity Funds - 52.2%
VIP Contrafund Portfolio Investor Class	24,294		$ 557,294
VIP Equity-Income Portfolio Investor Class	35,744		666,271
VIP Growth & Income Portfolio Investor Class	53,726		674,801
VIP Growth Portfolio Investor Class	17,576		646,966
VIP Mid Cap Portfolio Investor Class	7,663		222,239
VIP Value Portfolio Investor Class	53,675		568,419
VIP Value Strategies Portfolio Investor Class	26,147		228,523
TOTAL DOMESTIC EQUITY FUNDS (Cost $4,281,405)		3,564,513
International Equity Funds - 16.9%

Developed International Equity Funds - 13.7%
VIP Overseas Portfolio Investor Class R	68,938		936,863
Emerging Markets Equity Funds - 3.2%
VIP Emerging Markets Portfolio Investor Class R	27,734		214,103
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $1,619,452)		1,150,966
Bond Funds - 30.9%
	Shares		Value
High Yield Bond Funds - 7.8%
VIP High Income Portfolio Investor Class	98,501		$ 528,951
Investment Grade Bond Funds - 23.1%
VIP Investment Grade Bond Portfolio Investor Class	122,167		1,579,615
TOTAL BOND FUNDS (Cost $2,148,091)		2,108,566

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $8,048,948)

6,824,045

NET OTHER ASSETS (LIABILITIES) - 0.0%

(3)

NET ASSETS - 100%

$ 6,824,042

Other Information

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

Annual Report

VIP Freedom Lifetime Income III Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $8,048,948) - See accompanying schedule		$ 6,824,045
Receivable for investments sold		113
Total assets		6,824,158

Liabilities
Payable to custodian bank	$ 1
Payable for fund shares redeemed	115
Total liabilities		116

Net Assets		$ 6,824,042
Net Assets consist of:
Paid in capital		$ 8,200,308
Accumulated undistributed net realized gain (loss) on investments		(151,363)
Net unrealized appreciation (depreciation) on investments		(1,224,903)
Net Assets, for 764,709 shares outstanding		$ 6,824,042
Net Asset Value, offering price and redemption price per share ($6,824,042 ÷ 764,709 shares)		$ 8.92

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 149,218

Expenses
Independent trustees' compensation	$ 25
Total expenses before reductions	25
Expense reductions	(25)	0
Net investment income (loss)		149,218
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(21,794)
Capital gain distributions from underlying funds	45,672
Total net realized gain (loss)		23,878
Change in net unrealized appreciation (depreciation) on underlying funds		(324,508)
Net gain (loss)		(300,630)
Net increase (decrease) in net assets resulting from operations		$ (151,412)

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

Annual Report

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 149,218	$ 131,619
Net realized gain (loss)	23,878	(82,518)
Change in net unrealized appreciation (depreciation)	(324,508)	919,548
Net increase (decrease) in net assets resulting from operations	(151,412)	968,649
Distributions to shareholders from net investment income	(149,868)	(133,615)
Distributions to shareholders from net realized gain	(20,877)	(29,512)
Total distributions	(170,745)	(163,127)
Share transactions Proceeds from sales of shares	1,044,709	87,477
Reinvestment of distributions	170,745	163,127
Cost of shares redeemed	(809,829)	(945,584)
Net increase (decrease) in net assets resulting from share transactions	405,625	(694,980)
Total increase (decrease) in net assets	83,468	110,542

Net Assets
Beginning of period	6,740,574	6,630,032
End of period	$ 6,824,042	$ 6,740,574
Other Information Shares
Sold	111,015	9,419
Issued in reinvestment of distributions	19,120	17,634
Redeemed	(84,793)	(108,174)
Net increase (decrease)	45,342	(81,121)

Financial Highlights

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 9.37	$ 8.28	$ 6.72	$ 11.90	$ 11.56
Income from Investment Operations
Net investment income (loss)^C	.20	.18	.24	.24	.29
Net realized and unrealized gain (loss)	(.42)	1.14	1.76	(4.36)	.96
Total from investment operations	(.22)	1.32	2.00	(4.12)	1.25
Distributions from net investment income	(.20)	(.19)	(.26)	(.27)	(.29)
Distributions from net realized gain	(.03)	(.04)	(.18)	(.79)	(.62)
Total distributions	(.23)	(.23)	(.44)	(1.06)	(.91)
Net asset value, end of period	$ 8.92	$ 9.37	$ 8.28	$ 6.72	$ 11.90
Total Return^A,B	(2.36)%	15.98%	30.34%	(35.25)%	10.88%
Ratios to Average Net Assets^D,F
Expenses before reductions^E	.00%	.00%	.00%	.00%	.00%
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%	.00%
Expenses net of all reductions	.00%	.00%	.00%	.00%	.00%
Net investment income (loss)	2.13%	2.03%	3.33%	2.43%	2.41%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,824	$ 6,741	$ 6,630	$ 5,419	$ 11,085
Portfolio turnover rate	16%	20%	10%	20%	11%

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

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

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

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

^E Amount represents less than .01%.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2011

1. Organization.

VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, and VIP Freedom Lifetime Income III Portfolio (the Funds) are funds of Variable Insurance Products Fund V. The Variable Insurance Products Fund V (the Trust) (referred to in this report as Fidelity Variable Insurance Products) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, bond, and short-term funds (the Underlying Funds) managed by Fidelity Management & Research Company (FMR). Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts.

2. Significant Accounting Policies.

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities and other investments
VIP Freedom Lifetime Income I	$ 11,788,706	$ 167,421	$ (1,209,359)	$ (1,041,938)
VIP Freedom Lifetime Income II	18,841,405	240,179	(2,488,042)	(2,247,863)
VIP Freedom Lifetime Income III	8,117,231	119,483	(1,412,669)	(1,293,186)

The tax-based components of distributable earnings as of period end were as follows for each Fund:

	Undistributed ordinary income	Undistributed long-term capital gain	Capital loss carryforward	Net unrealized appreciation (depreciation)
VIP Freedom Lifetime Income I	$ 1,403	$ 61,575	$ -	$ (1,041,938)
VIP Freedom Lifetime Income II	-	-	(711,917)	(2,247,863)
VIP Freedom Lifetime Income III	-	-	(83,080)	(1,293,186)

	Fiscal year of expiration
	2017	2018	Total with expiration
VIP Freedom Lifetime Income II	$ (422,746)	$ (289,171)	$ (711,917)
VIP Freedom Lifetime Income III	-	(83,080)	(83,080)

The tax character of distributions paid was as follows:

December 31, 2011
	Ordinary Income
VIP Freedom Lifetime Income I	$ 300,800
VIP Freedom Lifetime Income II	446,599
VIP Freedom Lifetime Income III	170,745

December 31, 2010
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Lifetime Income I	$ 330,090	$ 3,043	$ 333,133
VIP Freedom Lifetime Income II	386,389	-	386,389
VIP Freedom Lifetime Income III	163,127	-	163,127

3. Purchases and Sales of Investments.

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

	Purchases ($)	Redemptions ($)
VIP Freedom Lifetime Income I	2,408,400	1,728,727
VIP Freedom Lifetime Income II	4,457,341	1,971,766
VIP Freedom Lifetime Income III	1,535,497	1,105,729

Annual Report

4. Fees and Other Transactions with Affiliates.

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

5. Expense Reductions.

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

The following Funds were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
VIP Freedom Lifetime Income I	.00%	$ 37
VIP Freedom Lifetime Income II	.00%	$ 57
VIP Freedom Lifetime Income III	.00%	$ 25

6. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statements of assets and liabilities of VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, VIP Freedom Lifetime Income III Portfolio (the Funds), each a fund of Variable Insurance Products Fund V, including the schedules of investments, as of December 31, 2011, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodians. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, VIP Freedom Lifetime Income III Portfolio as of December 31, 2011, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 21, 2012

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each VIP Freedom Lifetime Income Fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each VIP Freedom Lifetime Income Fund's activities, review contractual arrangements with companies that provide services to each VIP Freedom Lifetime Income Fund, oversee management of the risks associated with such activities and contractual arrangements, and review each VIP Freedom Lifetime Income Fund's performance. If the interests of a VIP Freedom Lifetime Income Fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the VIP Freedom Lifetime Income Funds to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers and the Trustees would take reasonable steps to minimize and, if possible, eliminate the conflict. Except for James C. Curvey, each of the Trustees oversees 203 funds advised by FMR or an affiliate. Mr. Curvey oversees 429 funds advised by FMR or an affiliate.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Abigail P. Johnson (50)
	Year of Election or Appointment: 2009 Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Albert R. Gamper, Jr. (69)
	Year of Election or Appointment: 2007 Mr. Gamper is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (60)
	Year of Election or Appointment: 2010 Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (64)
	Year of Election or Appointment: 2008 Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.
Michael E. Kenneally (57)
	Year of Election or Appointment: 2009 Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (71)
	Year of Election or Appointment: 2007 Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (65)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (72)
	Year of Election or Appointment: 2007 Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
John R. Hebble (53)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.
Derek L. Young (47)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as President and Director of Strategic Advisers, Inc. (2011-present), President of the Global Asset Allocation Group (2011-present), and as Vice Chairman of Pyramis Global Advisers, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of the Global Asset Allocation Group (2009-2011) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
David J. Carter (38)
	Year of Election or Appointment: 2010 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Michael H. Whitaker (44)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Jeffrey S. Christian (50)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II (2011-present), Deputy Treasurer of other Fidelity funds (2008-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2009 Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

Fund	Pay Date	Record Date	Capital Gains
VIP Freedom Lifetime Income I	02/10/12	02/10/12	$0.057
VIP Freedom Lifetime Income II	02/10/12	02/10/12	$0.000
VIP Freedom Lifetime Income III	02/10/12	02/10/12	$0.000

The funds hereby designate as capital gain dividends the amounts noted below for the taxable year ended December 31, 2011, or, if subsequently determined to be different, the net capital gain of such year.

Fund
VIP Freedom Lifetime Income I	$61,575

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

Fund	February, 2011	December, 2011
VIP Freedom Lifetime Income I	6%	14%
VIP Freedom Lifetime Income II	0%	16%
VIP Freedom Lifetime Income III	0%	26%

A percentage of the dividends distributed during the fiscal year for the following funds was derived from interest on U.S. Government securities which is generally exempt from state income tax:


VIP Freedom Lifetime Income I	5.64%
VIP Freedom Lifetime Income II	5.81%
VIP Freedom Lifetime Income III	4.11%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

	Pay Date	Income	Taxes
VIP Freedom Lifetime Income I	12/29/2011	$0.018	$0.001
VIP Freedom Lifetime Income II	12/29/2011	$0.020	$0.002
VIP Freedom Lifetime Income III	12/29/2011	$0.028	$0.002

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP Freedom Lifetime Income Funds

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance, as well as each fund's relative investment performance measured over multiple periods against a proprietary custom index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare any of the funds' performance. For each fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the fund's cumulative total returns and the cumulative total returns of a proprietary custom index ("benchmark"). For each fund, the proprietary custom index is an index developed by FMR that represents the performance of the fund's asset classes according to their respective weightings, adjusted on the last day of every month to reflect the fund's increasingly conservative asset allocations over time.

VIP Freedom Lifetime Income I Portfolio

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The Board noted that the investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the fund's one-year total return compared favorably to its benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

VIP Freedom Lifetime Income II Portfolio

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The Board noted that the investment performance 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 also reviewed the fund's performance since inception as well as performance in the current year.

VIP Freedom Lifetime Income III Portfolio

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Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the charts 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 a fund's. For example, a TMG % of 0% means that 100% of the funds in the Total Mapped Group had higher management fees than a 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 a fund's management fee ranked, is also included in the charts and considered by the Board.

VIP Freedom Lifetime Income I Portfolio

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VIP Freedom Lifetime Income II Portfolio

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Annual Report

VIP Freedom Lifetime Income III Portfolio

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The Board noted that each fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010.

Total Expense Ratio. In its review of each fund's total expense ratio, the Board noted that each fund invests in Investor Class of the underlying fund to avoid charging fund-paid 12b-1 fees at both fund levels. The Board considered that the funds do not pay transfer agent fees. Instead, Investor Class of each underlying fund bears its pro rata portion of each fund's transfer agent fee according to the percentage of each fund's assets invested in that underlying fund. The Board further noted that FMR pays all other expenses of each fund, with limited exceptions.

The Board noted that each fund's total expense ratio ranked below its competitive median for 2010.

Based on its review of management fees, total expense ratios, and fees charged to other Fidelity clients, the Board concluded that each fund's management fee and the total expense ratio of each fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

VIPFLI-ANN-0212
1.816199.106

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

Annual Report

December 31, 2011

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Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
VIP FundsManager® 20% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager 50% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager 60% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager 70% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
VIP FundsManager 85% Portfolio	(Click Here) (Click Here) (Click Here)	Investment Changes Investments Financial Statements
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

VIP FundsManager 20% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP FundsManager® 20% Portfolio - Investor Class	2.31%	3.36%	3.87%
VIP FundsManager 20% Portfolio - Service Class	2.30%	3.36%	3.87%
VIP FundsManager 20% Portfolio - Service Class 2	2.20%	3.22%	3.73%

^A From April 13, 2006.

$10,000 Over Life of Fund

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

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Annual Report

VIP FundsManager 50% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP FundsManager 50% Portfolio - Investor Class	-0.42%	1.89%	2.91%
VIP FundsManager 50% Portfolio - Service Class	-0.42%	1.89%	2.91%
VIP FundsManager 50% Portfolio - Service Class 2	-0.68%	1.75%	2.75%

^A From April 13, 2006.

$10,000 Over Life of Fund

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

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Annual Report

VIP FundsManager 60% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Life of fund ^A
VIP FundsManager 60% Portfolio - Investor Class	-2.02%	0.83%
VIP FundsManager 60% Portfolio - Service Class	-1.92%	0.85%
VIP FundsManager 60% Portfolio - Service Class 2	-2.08%	0.71%

^A From August 22, 2007.

$10,000 Over Life of Fund

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

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Annual Report

VIP FundsManager 70% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP FundsManager 70% Portfolio - Investor Class	-2.90%	0.24%	1.66%
VIP FundsManager 70% Portfolio - Service Class	-2.79%	0.26%	1.68%
VIP FundsManager 70% Portfolio - Service Class 2	-2.94%	0.11%	1.52%

^A From April 13, 2006.

$10,000 Over Life of Fund

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

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Annual Report

VIP FundsManager 85% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2011	Past 1 year	Past 5 years	Life of fund ^A
VIP FundsManager 85% Portfolio - Investor Class	-5.29%	-1.02%	0.62%
VIP FundsManager 85% Portfolio - Service Class	-5.30%	-1.05%	0.60%
VIP FundsManager 85% Portfolio - Service Class 2	-5.44%	-1.19%	0.46%

^A From April 13, 2006.

$10,000 Over Life of Fund

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

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Annual Report

Management's Discussion of Fund Performance

Comments from Xuehai En, Portfolio Manager of VIP FundsManager® Portfolios: For the year, all classes of the VIP FundsManager Portfolios underperformed their respective Composite benchmarks. (For specific portfolio results, please refer to the performance section of this report.) Across most of the Portfolios, positive asset allocation was overwhelmed by weak security selection, especially in domestic equities. During the period's second half, investors moved out of growth and cyclical stocks, which hurt many underlying Fidelity sector and industry funds, and flocked to defensive sectors, such as utilities, consumer staples and health care. Stock picks in foreign developed markets also dampened performance, but this negative was partially offset by underweighting the asset class, which posted a double-digit decline. Security selection among investment-grade bonds was another detractor, as Spartan® U.S. Bond Index Fund slightly lagged its index. On the plus side, in addition to the favorable underweighting in foreign developed-markets equities, maintaining equal-weighted to modestly overweighted exposure to U.S. equities, on average, also helped, as this category generated a small positive return during the period. Underweighting cash - except in the 85% Portfolio, which does not have a cash target - and holding out-of-benchmark high-yield bonds provided a further boost to returns. On the downside, the Portfolios' allocation to precious metals - also not in the index - detracted because Select Gold Portfolio significantly underperformed. While the price of gold moved higher during the period, the stocks of many gold-mining companies the fund held were volatile amid the retreat from riskier assets. Lastly, a small allocation to non-index emerging-markets equities via Fidelity® Emerging Markets Fund proved unrewarding, as this asset class performed much worse in U.S. dollar terms than either U.S. or foreign developed-markets equities. Underlying U.S. equity funds that detracted included Fidelity sector and industry funds - Fidelity Select Portfolios® - with higher-risk profiles that tended to be more economically sensitive, as well as those with substantial exposure to the poor-performing financials sector, specifically: Technology Portfolio, Financial Services Portfolio, Banking Portfolio, Energy Service Portfolio, Energy Portfolio, Brokerage and Investment Management Portfolio, Automotive Portfolio and Industrials Portfolio. Among diversified funds, Fidelity Dividend Growth Fund, a large blend fund with an aggressive investment strategy that typically helps performance when the market is rising, detracted because its style was out of favor. As a group, international equity funds hampered results. Reflecting the leadership of income-oriented, defensive sectors during the period, the handful of underlying Select Portfolios that notably contributed to relative performance included: Consumer Staples Portfolio, Pharmaceuticals Portfolio, Medical Delivery Portfolio and Utilities Portfolio.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2011 to December 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
VIP FundsManager 20% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 998.60	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 998.50	$ 1.76
Hypothetical ^A		$ 1,000.00	$ 1,023.44	$ 1.79
Investor Class	.20%
Actual		$ 1,000.00	$ 999.60	$ 1.01
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
VIP FundsManager 50% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 959.40	$ .99
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 958.70	$ 1.73
Hypothetical ^A		$ 1,000.00	$ 1,023.44	$ 1.79
Investor Class	.20%
Actual		$ 1,000.00	$ 960.40	$ .99
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
	Annualized Expense Ratio	Beginning Account Value July 1, 2011	Ending Account Value December 31, 2011	Expenses Paid During Period* July 1, 2011 to December 31, 2011
VIP FundsManager 60% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 945.40	$ .98
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 944.70	$ 1.72
Hypothetical ^A		$ 1,000.00	$ 1,023.44	$ 1.79
Investor Class	.20%
Actual		$ 1,000.00	$ 944.40	$ .98
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
VIP FundsManager 70% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 929.90	$ .97
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 928.40	$ 1.70
Hypothetical ^A		$ 1,000.00	$ 1,023.44	$ 1.79
Investor Class	.20%
Actual		$ 1,000.00	$ 928.90	$ .97
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
VIP FundsManager 85% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 907.50	$ .96
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 907.00	$ 1.68
Hypothetical ^A		$ 1,000.00	$ 1,023.44	$ 1.79
Investor Class	.20%
Actual		$ 1,000.00	$ 907.60	$ .96
Hypothetical ^A		$ 1,000.00	$ 1,024.20	$ 1.02

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 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.

Annual Report

VIP FundsManager 20% Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity 130/30 Large Cap Fund	0.0*	0.0*
Fidelity Air Transportation Portfolio	0.1	0.1
Fidelity Automotive Portfolio	0.1	0.1
Fidelity Banking Portfolio	0.6	0.9
Fidelity Biotechnology Portfolio	0.0*	0.0*
Fidelity Blue Chip Growth Fund	0.0*	0.0*
Fidelity Brokerage & Investment Management Portfolio	0.1	0.1
Fidelity Chemicals Portfolio	0.3	0.3
Fidelity Commodity Strategy Fund	0.0*	0.0*
Fidelity Communications Equipment Portfolio	0.2	0.2
Fidelity Computers Portfolio	0.3	0.3
Fidelity Construction & Housing Portfolio	0.1	0.1
Fidelity Consumer Discretionary Portfolio	0.9	0.9
Fidelity Consumer Finance Portfolio	0.2	0.0
Fidelity Consumer Staples Portfolio	1.6	1.1
Fidelity Contrafund	0.1	0.0*
Fidelity Defense & Aerospace Portfolio	0.0*	0.0*
Fidelity Disciplined Equity Fund	0.0*	0.0*
Fidelity Dividend Growth Fund	0.1	0.5
Fidelity Electronics Portfolio	0.4	0.1
Fidelity Energy Portfolio	1.0	0.8
Fidelity Energy Service Portfolio	0.1	0.9
Fidelity Environmental & Alternative Energy Portfolio	0.0*	0.0*
Fidelity Equity-Income Fund	0.0*	0.0*
Fidelity Equity-Income II Fund	0.0*	0.0*
Fidelity Financial Services Portfolio	0.3	0.1
Fidelity Fund	0.0*	0.0*
Fidelity Global Commodity Stock Fund	0.0*	0.1
Fidelity Gold Portfolio	1.4	0.8
Fidelity Growth Company Fund	0.0*	0.0*
Fidelity Health Care Portfolio	1.1	1.3
Fidelity Independence Fund	0.0*	0.0*
Fidelity Industrial Equipment Portfolio	0.4	0.3
Fidelity Industrials Portfolio	0.9	0.6
Fidelity Insurance Portfolio	0.5	0.7
Fidelity IT Services Portfolio	0.3	0.1
Fidelity Large Cap Stock Fund	0.1	0.1

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Large Cap Value Fund	0.0*	0.0*
Fidelity Leisure Portfolio	0.1	0.1
Fidelity Leveraged Company Stock Fund	0.0*	0.0*
Fidelity Magellan Fund	0.0*	0.0*
Fidelity Materials Portfolio	0.0*	0.0*
Fidelity Medical Delivery Portfolio	0.3	0.4
Fidelity Medical Equipment & Systems Portfolio	0.1	0.1
Fidelity Mega Cap Stock Fund	0.2	0.2
Fidelity Mid-Cap Stock Fund	0.0*	0.0*
Fidelity Multimedia Portfolio	0.2	0.2
Fidelity Natural Resources Portfolio	0.0*	0.0*
Fidelity Pharmaceuticals Portfolio	0.4	0.5
Fidelity Real Estate Investment Portfolio	0.3	0.3
Fidelity Retailing Portfolio	0.2	0.2
Fidelity Small Cap Growth Fund	0.0*	0.0*
Fidelity Small Cap Stock Fund	0.0*	0.0*
Fidelity Small Cap Value Fund	0.0*	0.0*
Fidelity Software & Computer Services Portfolio	1.1	0.4
Fidelity Technology Portfolio	0.6	0.8
Fidelity Telecom and Utilities Fund	0.5	0.6
Fidelity Telecommunications Portfolio	0.5	0.4
Fidelity Transportation Portfolio	0.1	0.1
Fidelity Utilities Portfolio	0.3	0.1
Spartan Extended Market Index Fund Investor Class	0.1	0.1
Spartan Total Market Index Fund Investor Class	0.0*	0.0*
VIP Energy Portfolio Investor Class	0.5	0.0*
VIP Mid Cap Portfolio Investor Class	0.0*	0.0*
	16.7	15.0
International Equity Funds
Fidelity Canada Fund	0.1	0.1
Fidelity Diversified International Fund	0.5	0.2
Fidelity Emerging Asia Fund	0.5	0.6
Fidelity Emerging Markets Fund	0.0*	0.0*
Fidelity International Capital Appreciation Fund	0.0*	0.0*
Fidelity International Discovery Fund	0.4	0.4
Fund Holdings as of December 31, 2011 - continued
	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity International Real Estate Fund	0.0*	0.1
Fidelity International Small Cap Fund	0.1	0.2
Fidelity International Small Cap Opportunities Fund	0.4	0.6
Fidelity International Value Fund	0.4	0.5
Fidelity Japan Fund	0.1	0.1
Fidelity Japan Smaller Companies Fund	0.2	0.1
Fidelity Nordic Fund	0.3	0.5
Fidelity Overseas Fund	0.0*	0.0*
Fidelity Pacific Basin Fund	0.2	0.2
Spartan International Index Fund Investor Class	1.4	1.5
	4.6	5.1
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	2.9	3.4
Fidelity Focused High Income Fund	0.3	0.3
Fidelity High Income Fund	2.1	2.6
Fidelity New Markets Income Fund	0.9	1.0
Fidelity Real Estate Income Fund	0.4	0.5
Spartan U.S. Bond Index Fund Investor Class	50.1	47.7
	56.7	55.5
Money Market Funds
Fidelity Institutional Money Market Portfolio Class I	2.4	2.8
Fidelity Institutional Prime Money Market Portfolio Class I	17.2	18.9
Fidelity Select Money Market Portfolio	2.4	2.7
	22.0	24.4
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of December 31, 2011
	Domestic Equity Funds	16.7%
	International Equity Funds	4.6%
	Fixed Income Funds	56.7%
	Money Market Funds	22.0%

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As of June 30, 2011
	Domestic Equity Funds	15.0%
	International Equity Funds	5.1%
	Fixed Income Funds	55.5%
	Money Market Funds	24.4%

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Annual Report

VIP FundsManager 20% Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Equity Funds - 21.3%
	Shares		Value
Domestic Equity Funds - 16.7%
Fidelity 130/30 Large Cap Fund	2,955		$ 20,565
Fidelity Air Transportation Portfolio	7,451		257,283
Fidelity Automotive Portfolio	7,838		244,228
Fidelity Banking Portfolio	196,896		3,144,429
Fidelity Biotechnology Portfolio	1,155		99,451
Fidelity Blue Chip Growth Fund	501		21,244
Fidelity Brokerage & Investment Management Portfolio	14,091		563,068
Fidelity Chemicals Portfolio	18,201		1,731,803
Fidelity Commodity Strategy Fund	1,164		9,769
Fidelity Communications Equipment Portfolio	44,194		974,913
Fidelity Computers Portfolio (a)	31,701		1,708,393
Fidelity Construction & Housing Portfolio	17,963		643,449
Fidelity Consumer Discretionary Portfolio	200,915		4,633,091
Fidelity Consumer Finance Portfolio	106,296		1,173,504
Fidelity Consumer Staples Portfolio	121,200		8,660,932
Fidelity Contrafund	3,266		220,302
Fidelity Defense & Aerospace Portfolio	1,199		93,512
Fidelity Disciplined Equity Fund	2,072		44,568
Fidelity Dividend Growth Fund	17,849		461,765
Fidelity Electronics Portfolio	46,334		2,048,408
Fidelity Energy Portfolio	108,319		5,344,474
Fidelity Energy Service Portfolio	7,082		460,540
Fidelity Environmental & Alternative Energy Portfolio	10,899		164,253
Fidelity Equity-Income Fund	679		28,043
Fidelity Equity-Income II Fund	693		12,061
Fidelity Financial Services Portfolio	36,585		1,789,388
Fidelity Fund	645		20,106
Fidelity Global Commodity Stock Fund	8,615		120,095
Fidelity Gold Portfolio	176,370		7,448,106
Fidelity Growth Company Fund	1,139		92,098
Fidelity Health Care Portfolio	49,818		6,095,676
Fidelity Independence Fund	310		6,716
Fidelity Industrial Equipment Portfolio	65,471		2,028,276
Fidelity Industrials Portfolio	211,445		4,611,612
Fidelity Insurance Portfolio	63,122		2,800,095
Fidelity IT Services Portfolio	83,432		1,774,590
Fidelity Large Cap Stock Fund	13,392		229,677
Fidelity Large Cap Value Fund	9,978		102,678
Fidelity Leisure Portfolio	3,104		299,141
Fidelity Leveraged Company Stock Fund	195		4,895
Fidelity Magellan Fund	377		23,753
Fidelity Materials Portfolio	788		48,407
Fidelity Medical Delivery Portfolio (a)	31,868		1,745,105

	Shares		Value
Fidelity Medical Equipment & Systems Portfolio	14,326		$ 361,008
Fidelity Mega Cap Stock Fund	86,104		869,647
Fidelity Mid-Cap Stock Fund	2,047		54,577
Fidelity Multimedia Portfolio	22,470		967,351
Fidelity Natural Resources Portfolio	3,159		98,850
Fidelity Pharmaceuticals Portfolio	166,993		2,267,763
Fidelity Real Estate Investment Portfolio	57,339		1,583,700
Fidelity Retailing Portfolio	23,875		1,222,895
Fidelity Small Cap Growth Fund	8,138		121,336
Fidelity Small Cap Stock Fund	3,102		51,315
Fidelity Small Cap Value Fund	13,783		192,686
Fidelity Software & Computer Services Portfolio	76,743		5,954,472
Fidelity Technology Portfolio (a)	36,746		3,177,421
Fidelity Telecom and Utilities Fund	160,673		2,786,075
Fidelity Telecommunications Portfolio	56,968		2,495,754
Fidelity Transportation Portfolio	10,703		528,628
Fidelity Utilities Portfolio	33,487		1,792,556
Spartan Extended Market Index Fund Investor Class	6,246		221,477
Spartan Total Market Index Fund Investor Class	3,385		122,254
VIP Energy Portfolio Investor Class	139,023		2,609,463
VIP Mid Cap Portfolio Investor Class	79		2,303
TOTAL DOMESTIC EQUITY FUNDS			89,485,993
International Equity Funds - 4.6%
Fidelity Canada Fund	10,072		505,000
Fidelity Diversified International Fund	113,521		2,897,059
Fidelity Emerging Asia Fund	104,609		2,634,056
Fidelity Emerging Markets Fund	8,036		164,889
Fidelity International Capital Appreciation Fund	10,502		116,777
Fidelity International Discovery Fund	75,992		2,098,139
Fidelity International Real Estate Fund	31,129		216,348
Fidelity International Small Cap Fund	32,014		560,891
Fidelity International Small Cap Opportunities Fund	228,196		2,110,815
Fidelity International Value Fund	286,424		1,873,214
Fidelity Japan Fund	44,870		412,805
Fidelity Japan Smaller Companies Fund	89,616		766,220
Fidelity Nordic Fund	62,258		1,666,016
Fidelity Overseas Fund	436		11,555
Fidelity Pacific Basin Fund	40,095		859,626
Spartan International Index Fund Investor Class	254,367		7,567,408
TOTAL INTERNATIONAL EQUITY FUNDS			24,460,818
TOTAL EQUITY FUNDS (Cost $109,121,833)		113,946,811
Fixed-Income Funds - 56.7%
	Shares		Value
Fidelity Floating Rate High Income Fund	1,595,963		$ 15,385,086
Fidelity Focused High Income Fund	160,834		1,439,464
Fidelity High Income Fund	1,321,573		11,418,394
Fidelity New Markets Income Fund	309,490		4,899,231
Fidelity Real Estate Income Fund	221,168		2,266,968
Spartan U.S. Bond Index Fund Investor Class	22,727,352		267,728,208
TOTAL FIXED-INCOME FUNDS (Cost $287,978,584)		303,137,351
Money Market Funds - 22.0%

Fidelity Institutional Money Market Portfolio Class I	13,168,911		13,168,911
Fidelity Institutional Prime Money Market Portfolio Class I	91,889,711		91,889,711
Fidelity Select Money Market Portfolio	12,949,286		12,949,286
TOTAL MONEY MARKET FUNDS (Cost $118,007,908)		118,007,908
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $515,108,325)			535,092,070
NET OTHER ASSETS (LIABILITIES) - 0.0%			(87,607)
NET ASSETS - 100%		$ 535,004,463

Legend

(a) Non-income producing

Other Information

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

Annual Report

VIP FundsManager 20% Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $515,108,325) - See accompanying schedule		$ 535,092,070
Receivable for fund shares sold		743,563
Total assets		535,835,633

Liabilities
Payable to custodian bank	$ 10
Payable for investments purchased	743,550
Payable for fund shares redeemed	13
Accrued management fee	87,427
Distribution and service plan fees payable	170
Total liabilities		831,170

Net Assets		$ 535,004,463
Net Assets consist of:
Paid in capital		$ 520,599,703
Accumulated undistributed net realized gain (loss) on investments		(5,578,985)
Net unrealized appreciation (depreciation) on investments		19,983,745
Net Assets		$ 535,004,463

Statement of Assets and Liabilities - continued

	December 31, 2011

Service Class: Net Asset Value, offering price and redemption price per share ($64,250 ÷ 6,014 shares)		$ 10.68

Service Class 2: Net Asset Value, offering price and redemption price per share ($1,372,701 ÷ 128,689 shares)		$ 10.67

Investor Class: Net Asset Value, offering price and redemption price per share ($533,567,512 ÷ 49,971,539 shares)		$ 10.68

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

Annual Report

VIP FundsManager 20% Portfolio
Financial Statements - continued

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 9,538,314

Expenses
Management fee	$ 1,165,068
Distribution and service plan fees	2,609
Independent trustees' compensation	1,633
Total expenses before reductions	1,169,310
Expense reductions	(234,665)	934,645
Net investment income (loss)		8,603,669
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	3,495,385
Capital gain distributions from underlying funds	3,580,682
Total net realized gain (loss)		7,076,067
Change in net unrealized appreciation (depreciation) on underlying funds		(5,837,126)
Net gain (loss)		1,238,941
Net increase (decrease) in net assets resulting from operations		$ 9,842,610

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 8,603,669	$ 6,065,820
Net realized gain (loss)	7,076,067	2,867,619
Change in net unrealized appreciation (depreciation)	(5,837,126)	15,177,948
Net increase (decrease) in net assets resulting from operations	9,842,610	24,111,387
Distributions to shareholders from net investment income	(8,600,023)	(6,084,767)
Distributions to shareholders from net realized gain	(983,033)	(470,898)
Total distributions	(9,583,056)	(6,555,665)
Share transactions - net increase (decrease)	142,882,053	102,969,202
Total increase (decrease) in net assets	143,141,607	120,524,924

Net Assets
Beginning of period	391,862,856	271,337,932
End of period	$ 535,004,463	$ 391,862,856

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

Annual Report

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.63	$ 10.07	$ 9.27	$ 10.48	$ 10.34
Income from Investment Operations
Net investment income (loss) ^C	.20	.19	.21	.34	.45
Net realized and unrealized gain (loss)	.05	.55	.76	(1.21)	.18
Total from investment operations	.25	.74	.97	(.87)	.63
Distributions from net investment income	(.18)	(.17)	(.16)	(.30)	(.29)
Distributions from net realized gain	(.02)	(.01)	(.01)	(.04)	(.20)
Total distributions	(.20)	(.18)	(.17)^G	(.34)^F	(.49)
Net asset value, end of period	$ 10.68	$ 10.63	$ 10.07	$ 9.27	$ 10.48
Total Return^A,B	2.30%	7.36%	10.43%	(8.33)%	6.12%
Ratios to Average Net Assets^D,E
Expenses before reductions	.35%	.35%	.35%	.35%	.35%
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.84%	1.84%	2.19%	3.33%	4.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 64	$ 67	$ 61	$ 88	$ 112
Portfolio turnover rate	12%	14%	31%	64%	76%

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

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

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

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

^F Total distributions of $.34 per share is comprised of distributions from net investment income of $.302 and distributions from net realized gain of $.035 per share.

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

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.62	$ 10.06	$ 9.28	$ 10.48	$ 10.34
Income from Investment Operations
Net investment income (loss) ^C	.18	.18	.20	.32	.43
Net realized and unrealized gain (loss)	.05	.55	.74	(1.20)	.18
Total from investment operations	.23	.73	.94	(.88)	.61
Distributions from net investment income	(.16)	(.16)	(.16)	(.29)	(.27)
Distributions from net realized gain	(.02)	(.01)	(.01)	(.04)	(.20)
Total distributions	(.18)	(.17)	(.16)^G	(.32)^F	(.47)
Net asset value, end of period	$ 10.67	$ 10.62	$ 10.06	$ 9.28	$ 10.48
Total Return^A,B	2.20%	7.24%	10.14%	(8.40)%	5.96%
Ratios to Average Net Assets^D,E
Expenses before reductions	.50%	.50%	.50%	.50%	.50%
Expenses net of fee waivers, if any	.35%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.35%	.35%	.35%	.35%	.35%
Net investment income (loss)	1.69%	1.69%	2.04%	3.18%	4.05%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,373	$ 569	$ 425	$ 88	$ 112
Portfolio turnover rate	12%	14%	31%	64%	76%

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

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

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

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

^F Total distributions of $.32 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.035 per share.

^G Total distributions of $.16 per share is comprised of distributions from net investment income of $.155 and distributions from net realized gain of $.006 per share.

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

Annual Report

Financial Highlights - Investor Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.63	$ 10.06	$ 9.27	$ 10.48	$ 10.34
Income from Investment Operations
Net investment income (loss) ^C	.20	.19	.21	.33	.45
Net realized and unrealized gain (loss)	.05	.56	.75	(1.20)	.18
Total from investment operations	.25	.75	.96	(.87)	.63
Distributions from net investment income	(.18)	(.17)	(.16)	(.30)	(.29)
Distributions from net realized gain	(.02)	(.01)	(.01)	(.04)	(.20)
Total distributions	(.20)	(.18)	(.17)^G	(.34)^F	(.49)
Net asset value, end of period	$ 10.68	$ 10.63	$ 10.06	$ 9.27	$ 10.48
Total Return^A,B	2.31%	7.47%	10.32%	(8.33)%	6.12%
Ratios to Average Net Assets^D,E
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.84%	1.84%	2.19%	3.33%	4.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 533,568	$ 391,226	$ 270,852	$ 153,110	$ 115,963
Portfolio turnover rate	12%	14%	31%	64%	76%

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

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

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

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

^F Total distributions of $.34 per share is comprised of distributions from net investment income of $.302 and distributions from net realized gain of $.035 per share.

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

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

Annual Report

VIP FundsManager 50% Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity 130/30 Large Cap Fund	0.0*	0.0*
Fidelity Air Transportation Portfolio	0.1	0.1
Fidelity Automotive Portfolio	0.2	0.4
Fidelity Banking Portfolio	1.0	1.2
Fidelity Biotechnology Portfolio	0.4	0.4
Fidelity Blue Chip Growth Fund	0.3	0.4
Fidelity Brokerage & Investment Management Portfolio	0.3	0.4
Fidelity Chemicals Portfolio	0.4	0.4
Fidelity Commodity Strategy Fund	0.0*	0.0*
Fidelity Communications Equipment Portfolio	0.2	0.2
Fidelity Computers Portfolio	0.9	0.7
Fidelity Construction & Housing Portfolio	0.4	0.4
Fidelity Consumer Discretionary Portfolio	1.3	1.0
Fidelity Consumer Finance Portfolio	0.1	0.0*
Fidelity Consumer Staples Portfolio	3.4	2.9
Fidelity Contrafund	0.1	0.1
Fidelity Defense & Aerospace Portfolio	0.1	0.1
Fidelity Disciplined Equity Fund	0.0*	0.0*
Fidelity Dividend Growth Fund	0.8	1.3
Fidelity Electronics Portfolio	0.5	0.1
Fidelity Energy Portfolio	2.3	2.2
Fidelity Energy Service Portfolio	0.7	1.6
Fidelity Environmental & Alternative Energy Portfolio	0.2	0.2
Fidelity Equity-Income Fund	0.0*	0.0*
Fidelity Equity-Income II Fund	0.0*	0.0*
Fidelity Financial Services Portfolio	1.2	1.2
Fidelity Fund	0.1	0.1
Fidelity Global Commodity Stock Fund	0.1	0.1
Fidelity Gold Portfolio	1.2	1.0
Fidelity Growth Company Fund	0.8	0.8
Fidelity Health Care Portfolio	1.0	0.9
Fidelity Independence Fund	0.0*	0.0*
Fidelity Industrial Equipment Portfolio	0.8	0.9
Fidelity Industrials Portfolio	1.3	1.4
Fidelity Insurance Portfolio	1.4	1.1
Fidelity IT Services Portfolio	0.6	0.3
Fidelity Large Cap Stock Fund	0.2	0.3

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Large Cap Value Fund	0.0*	0.0*
Fidelity Leisure Portfolio	0.4	0.5
Fidelity Leveraged Company Stock Fund	0.0*	0.0*
Fidelity Magellan Fund	0.0*	0.0*
Fidelity Materials Portfolio	0.0*	0.0*
Fidelity Medical Delivery Portfolio	1.0	1.1
Fidelity Medical Equipment & Systems Portfolio	0.1	0.1
Fidelity Mega Cap Stock Fund	0.2	0.3
Fidelity Mid Cap Value Fund	0.0*	0.3
Fidelity Mid-Cap Stock Fund	0.0*	0.0*
Fidelity Multimedia Portfolio	0.4	0.4
Fidelity Nasdaq Composite Index Fund	0.0*	0.0*
Fidelity Natural Resources Portfolio	0.1	0.1
Fidelity Pharmaceuticals Portfolio	1.4	1.4
Fidelity Real Estate Investment Portfolio	0.4	0.4
Fidelity Retailing Portfolio	0.9	0.3
Fidelity Small Cap Growth Fund	0.0*	0.0*
Fidelity Small Cap Stock Fund	0.0*	0.0*
Fidelity Small Cap Value Fund	0.0*	0.0*
Fidelity Software & Computer Services Portfolio	1.0	0.5
Fidelity Technology Portfolio	2.9	3.2
Fidelity Telecom and Utilities Fund	0.8	0.8
Fidelity Telecommunications Portfolio	1.1	0.7
Fidelity Transportation Portfolio	0.3	0.4
Fidelity Utilities Portfolio	1.0	0.6
Spartan 500 Index Fund Investor Class	0.0*	0.0*
Spartan Extended Market Index Fund Investor Class	1.2	1.3
Spartan Total Market Index Fund Investor Class	1.3	1.4
VIP Mid Cap Portfolio Investor Class	0.2	0.3
	37.1	36.3
International Equity Funds
Fidelity Canada Fund	0.5	0.5
Fidelity China Region Fund	0.1	0.1
Fidelity Diversified International Fund	0.6	0.2
Fidelity Emerging Asia Fund	0.7	0.7
Fidelity Emerging Markets Fund	0.3	0.4
Fund Holdings as of December 31, 2011 - continued
	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity International Capital Appreciation Fund	0.4	0.5
Fidelity International Discovery Fund	0.4	0.7
Fidelity International Real Estate Fund	0.1	0.2
Fidelity International Small Cap Fund	0.2	0.3
Fidelity International Small Cap Opportunities Fund	0.8	0.9
Fidelity International Value Fund	0.5	0.7
Fidelity Japan Fund	0.2	0.3
Fidelity Japan Smaller Companies Fund	0.3	0.3
Fidelity Nordic Fund	0.8	1.0
Fidelity Overseas Fund	0.0*	0.0*
Fidelity Pacific Basin Fund	0.8	1.0
Spartan International Index Fund Investor Class	6.2	7.0
	12.9	14.8
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	2.9	2.9
Fidelity Focused High Income Fund	0.4	0.4
Fidelity High Income Fund	2.4	2.6
Fidelity New Markets Income Fund	0.7	0.7
Fidelity Real Estate Income Fund	0.4	0.4
Spartan U.S. Bond Index Fund Investor Class	38.3	35.6
	45.1	42.6
Money Market Funds
Fidelity Institutional Prime Money Market Portfolio Class I	3.6	4.9
Fidelity Select Money Market Portfolio	1.3	1.4
	4.9	6.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of December 31, 2011
	Domestic Equity Funds	37.1%
	International Equity Funds	12.9%
	Fixed Income Funds	45.1%
	Money Market Funds	4.9%

vfv750

As of June 30, 2011
	Domestic Equity Funds	36.3%
	International Equity Funds	14.8%
	Fixed Income Funds	42.6%
	Money Market Funds	6.3%

vfv756

Annual Report

VIP FundsManager 50% Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Equity Funds - 50.0%
	Shares		Value
Domestic Equity Funds - 37.1%
Fidelity 130/30 Large Cap Fund	11,827		$ 82,313
Fidelity Air Transportation Portfolio	28,331		978,274
Fidelity Automotive Portfolio	50,331		1,568,300
Fidelity Banking Portfolio	493,795		7,885,908
Fidelity Biotechnology Portfolio	32,688		2,814,448
Fidelity Blue Chip Growth Fund	59,170		2,510,583
Fidelity Brokerage & Investment Management Portfolio	60,307		2,409,870
Fidelity Chemicals Portfolio	28,825		2,742,706
Fidelity Commodity Strategy Fund	1,164		9,769
Fidelity Communications Equipment Portfolio	57,551		1,269,586
Fidelity Computers Portfolio (a)	121,558		6,550,787
Fidelity Construction & Housing Portfolio	76,554		2,742,165
Fidelity Consumer Discretionary Portfolio	433,297		9,991,840
Fidelity Consumer Finance Portfolio	32,948		363,749
Fidelity Consumer Staples Portfolio	367,055		26,229,721
Fidelity Contrafund	12,504		843,517
Fidelity Defense & Aerospace Portfolio	4,740		369,500
Fidelity Disciplined Equity Fund	12,778		274,863
Fidelity Dividend Growth Fund	246,892		6,387,091
Fidelity Electronics Portfolio	84,009		3,714,028
Fidelity Energy Portfolio	351,842		17,359,896
Fidelity Energy Service Portfolio	77,924		5,067,374
Fidelity Environmental & Alternative Energy Portfolio	88,822		1,338,553
Fidelity Equity-Income Fund	1,507		62,238
Fidelity Equity-Income II Fund	521		9,063
Fidelity Financial Services Portfolio	180,493		8,827,925
Fidelity Fund	16,244		505,987
Fidelity Global Commodity Stock Fund	27,618		384,992
Fidelity Gold Portfolio	225,686		9,530,703
Fidelity Growth Company Fund	70,808		5,727,665
Fidelity Health Care Portfolio	64,075		7,840,236
Fidelity Independence Fund	977		21,154
Fidelity Industrial Equipment Portfolio	205,210		6,357,419
Fidelity Industrials Portfolio	450,706		9,829,890
Fidelity Insurance Portfolio	244,744		10,856,859
Fidelity IT Services Portfolio	211,627		4,501,312
Fidelity Large Cap Stock Fund	90,954		1,559,859
Fidelity Large Cap Value Fund	31,910		328,355
Fidelity Leisure Portfolio	30,979		2,985,716
Fidelity Leveraged Company Stock Fund	766		19,239
Fidelity Magellan Fund	2,843		179,048
Fidelity Materials Portfolio	2,713		166,602
Fidelity Medical Delivery Portfolio (a)	137,017		7,503,075
Fidelity Medical Equipment & Systems Portfolio	22,287		561,632
Fidelity Mega Cap Stock Fund	182,786		1,846,135
Fidelity Mid Cap Value Fund	18,884		286,283
Fidelity Mid-Cap Stock Fund	5,533		147,497

	Shares		Value
Fidelity Multimedia Portfolio	74,085		$ 3,189,368
Fidelity Nasdaq Composite Index Fund	10,253		354,649
Fidelity Natural Resources Portfolio	13,823		432,516
Fidelity Pharmaceuticals Portfolio	794,294		10,786,518
Fidelity Real Estate Investment Portfolio	108,908		3,008,034
Fidelity Retailing Portfolio	129,475		6,631,687
Fidelity Small Cap Growth Fund	3,946		58,838
Fidelity Small Cap Stock Fund	7,639		126,345
Fidelity Small Cap Value Fund	8,498		118,806
Fidelity Software & Computer Services Portfolio	95,485		7,408,696
Fidelity Technology Portfolio (a)	258,141		22,321,481
Fidelity Telecom and Utilities Fund	346,714		6,012,022
Fidelity Telecommunications Portfolio	190,138		8,329,940
Fidelity Transportation Portfolio	51,350		2,536,173
Fidelity Utilities Portfolio	145,639		7,796,067
Spartan 500 Index Fund Investor Class	2,842		126,421
Spartan Extended Market Index Fund Investor Class	251,717		8,925,868
Spartan Total Market Index Fund Investor Class	282,301		10,196,719
VIP Mid Cap Portfolio Investor Class	63,584		1,843,940
TOTAL DOMESTIC EQUITY FUNDS			283,747,813
International Equity Funds - 12.9%
Fidelity Canada Fund	68,180		3,418,554
Fidelity China Region Fund	29,194		738,328
Fidelity Diversified International Fund	191,084		4,876,476
Fidelity Emerging Asia Fund	201,695		5,078,684
Fidelity Emerging Markets Fund	111,555		2,289,110
Fidelity International Capital Appreciation Fund	266,658		2,965,237
Fidelity International Discovery Fund	121,610		3,357,660
Fidelity International Real Estate Fund	136,575		949,195
Fidelity International Small Cap Fund	91,540		1,603,773
Fidelity International Small Cap Opportunities Fund	653,067		6,040,874
Fidelity International Value Fund	618,056		4,042,088
Fidelity Japan Fund	199,316		1,833,712
Fidelity Japan Smaller Companies Fund	288,983		2,470,807
Fidelity Nordic Fund	214,894		5,750,576
Fidelity Overseas Fund	288		7,617
Fidelity Pacific Basin Fund	291,812		6,256,451
Spartan International Index Fund Investor Class	1,598,716		47,561,814
TOTAL INTERNATIONAL EQUITY FUNDS			99,240,956
TOTAL EQUITY FUNDS (Cost $343,642,077)		382,988,769
Fixed-Income Funds - 45.1%
	Shares		Value
Fidelity Floating Rate High Income Fund	2,268,953		$ 21,872,712
Fidelity Focused High Income Fund	356,772		3,193,114
Fidelity High Income Fund	2,137,064		18,464,229
Fidelity New Markets Income Fund	347,496		5,500,862
Fidelity Real Estate Income Fund	324,536		3,326,489
Spartan U.S. Bond Index Fund Investor Class	24,845,615		292,681,345
TOTAL FIXED-INCOME FUNDS (Cost $324,712,624)		345,038,751
Money Market Funds - 4.9%

Fidelity Institutional Prime Money Market Portfolio Class I	27,332,785		27,332,785
Fidelity Select Money Market Portfolio	10,204,502		10,204,502
TOTAL MONEY MARKET FUNDS (Cost $37,537,287)		37,537,287
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $705,891,988)			765,564,807
NET OTHER ASSETS (LIABILITIES) - 0.0%			(128,131)
NET ASSETS - 100%		$ 765,436,676

Legend

(a) Non-income producing

Other Information

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

Annual Report

VIP FundsManager 50% Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $705,891,988) - See accompanying schedule		$ 765,564,807
Cash		3
Receivable for fund shares sold		351,864
Total assets		765,916,674

Liabilities
Payable for investments purchased	$ 348,933
Payable for fund shares redeemed	2,932
Accrued management fee	126,021
Distribution and service plan fees payable	2,112
Total liabilities		479,998

Net Assets		$ 765,436,676
Net Assets consist of:
Paid in capital		$ 780,996,239
Accumulated undistributed net realized gain (loss) on investments		(75,232,382)
Net unrealized appreciation (depreciation) on investments		59,672,819
Net Assets		$ 765,436,676

Statement of Assets and Liabilities - continued

	December 31, 2011

Service Class: Net Asset Value, offering price and redemption price per share ($59,415 ÷ 6,076 shares)		$ 9.78

Service Class 2: Net Asset Value, offering price and redemption price per share ($17,799,841 ÷ 1,824,843 shares)		$ 9.75

Investor Class: Net Asset Value, offering price and redemption price per share ($747,577,420 ÷ 76,454,369 shares)		$ 9.78

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 14,992,755

Expenses
Management fee	$ 1,834,675
Distribution and service plan fees	19,379
Independent trustees' compensation	2,609
Total expenses before reductions	1,856,663
Expense reductions	(375,384)	1,481,279
Net investment income (loss)		13,511,476
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	5,726,534
Capital gain distributions from underlying funds	6,428,707
Total net realized gain (loss)		12,155,241
Change in net unrealized appreciation (depreciation) on underlying funds		(30,595,195)
Net gain (loss)		(18,439,954)
Net increase (decrease) in net assets resulting from operations		$ (4,928,478)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 13,511,476	$ 10,262,548
Net realized gain (loss)	12,155,241	6,631,989
Change in net unrealized appreciation (depreciation)	(30,595,195)	50,222,599
Net increase (decrease) in net assets resulting from operations	(4,928,478)	67,117,136
Distributions to shareholders from net investment income	(13,480,797)	(10,267,333)
Distributions to shareholders from net realized gain	(1,686,437)	(1,192,500)
Total distributions	(15,167,234)	(11,459,833)
Share transactions - net increase (decrease)	112,807,742	96,216,502
Total increase (decrease) in net assets	92,712,030	151,873,805

Net Assets
Beginning of period	672,724,646	520,850,841
End of period	$ 765,436,676	$ 672,724,646

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

Annual Report

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.02	$ 9.11	$ 7.80	$ 10.51	$ 10.52
Income from Investment Operations
Net investment income (loss) ^C	.19	.17	.17	.25	.32
Net realized and unrealized gain (loss)	(.23)	.91	1.30	(2.59)	.41
Total from investment operations	(.04)	1.08	1.47	(2.34)	.73
Distributions from net investment income	(.18)	(.16)	(.15)	(.24)	(.24)
Distributions from net realized gain	(.02)	(.02)	(.01)	(.13)	(.50)
Total distributions	(.20)	(.17)^G	(.16)	(.37)^F	(.74)
Net asset value, end of period	$ 9.78	$ 10.02	$ 9.11	$ 7.80	$ 10.51
Total Return^A,B	(.42)%	11.89%	18.82%	(22.48)%	6.99%
Ratios to Average Net Assets^D,E
Expenses before reductions	.35%	.35%	.35%	.35%	.35%
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.84%	1.78%	2.07%	2.65%	2.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 59	$ 62	$ 58	$ 76	$ 115
Portfolio turnover rate	14%	16%	44%	70%	92%

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

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

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

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

^F Total distributions of $.37 per share is comprised of distributions from net investment income of $.241 and distributions from net realized gain of $.125 per share.

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

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.01	$ 9.10	$ 7.79	$ 10.51	$ 10.51
Income from Investment Operations
Net investment income (loss) ^C	.17	.15	.16	.23	.31
Net realized and unrealized gain (loss)	(.24)	.92	1.30	(2.59)	.41
Total from investment operations	(.07)	1.07	1.46	(2.36)	.72
Distributions from net investment income	(.17)	(.14)	(.14)	(.24)	(.22)
Distributions from net realized gain	(.02)	(.02)	(.01)	(.13)	(.50)
Total distributions	(.19)	(.16)	(.15)	(.36)^F	(.72)
Net asset value, end of period	$ 9.75	$ 10.01	$ 9.10	$ 7.79	$ 10.51
Total Return^A,B	(.68)%	11.75%	18.76%	(22.63)%	6.93%
Ratios to Average Net Assets^D,E
Expenses before reductions	.50%	.50%	.50%	.50%	.50%
Expenses net of fee waivers, if any	.35%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.35%	.35%	.35%	.35%	.35%
Net investment income (loss)	1.69%	1.63%	1.92%	2.50%	2.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 17,800	$ 1,030	$ 550	$ 236	$ 115
Portfolio turnover rate	14%	16%	44%	70%	92%

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

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

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

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

^F Total distributions of $.36 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.125 per share.

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

Annual Report

Financial Highlights - Investor Class

Years ended December 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 10.02	$ 9.11	$ 7.79	$ 10.51	$ 10.52
Income from Investment Operations
Net investment income (loss) ^C	.19	.17	.17	.25	.32
Net realized and unrealized gain (loss)	(.23)	.91	1.31	(2.60)	.41
Total from investment operations	(.04)	1.08	1.48	(2.35)	.73
Distributions from net investment income	(.18)	(.16)	(.15)	(.24)	(.24)
Distributions from net realized gain	(.02)	(.02)	(.01)	(.13)	(.50)
Total distributions	(.20)	(.17)^G	(.16)	(.37) ^F	(.74)
Net asset value, end of period	$ 9.78	$ 10.02	$ 9.11	$ 7.79	$ 10.51
Total Return^A,B	(.42)%	11.89%	18.98%	(22.57)%	6.99%
Ratios to Average Net Assets^D,E
Expenses before reductions	.25%	.25%	.25%	.25%	.25%
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.84%	1.78%	2.07%	2.65%	2.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 747,577	$ 671,632	$ 520,243	$ 334,788	$ 371,298
Portfolio turnover rate	14%	16%	44%	70%	92%

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

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

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

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

^F Total distributions of $.37 per share is comprised of distributions from net investment income of $.241 and distributions from net realized gain of $.125 per share.

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

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

Annual Report

VIP FundsManager 60% Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Domestic Equity Funds
Fidelity 130/30 Large Cap Fund	0.0*	0.0*
Fidelity Air Transportation Portfolio	0.1	0.1
Fidelity Automotive Portfolio	0.2	0.3
Fidelity Banking Portfolio	1.3	1.5
Fidelity Biotechnology Portfolio	0.0*	0.0*
Fidelity Blue Chip Growth Fund	0.1	0.1
Fidelity Brokerage & Investment Management Portfolio	0.1	0.2
Fidelity Chemicals Portfolio	0.9	0.9
Fidelity Commodity Strategy Fund	0.0*	0.0*
Fidelity Communications Equipment Portfolio	0.5	0.6
Fidelity Computers Portfolio	1.2	0.8
Fidelity Construction & Housing Portfolio	0.2	0.3
Fidelity Consumer Discretionary Portfolio	1.9	1.7
Fidelity Consumer Finance Portfolio	0.6	0.1
Fidelity Consumer Staples Portfolio	4.6	3.6
Fidelity Contrafund	0.0*	0.0*
Fidelity Defense & Aerospace Portfolio	0.1	0.1
Fidelity Disciplined Equity Fund	0.0*	0.0*
Fidelity Dividend Growth Fund	0.8	1.7
Fidelity Electronics Portfolio	0.5	0.0*
Fidelity Energy Portfolio	2.8	2.4
Fidelity Energy Service Portfolio	1.1	2.1
Fidelity Environmental & Alternative Energy Portfolio	0.0*	0.1
Fidelity Equity-Income Fund	0.0*	0.0*
Fidelity Equity-Income II Fund	0.0*	0.0*
Fidelity Financial Services Portfolio	1.5	1.3
Fidelity Fund	0.0*	0.0*
Fidelity Global Commodity Stock Fund	0.2	0.3
Fidelity Gold Portfolio	1.6	0.9
Fidelity Growth Company Fund	0.5	0.6
Fidelity Health Care Portfolio	3.0	2.3
Fidelity Independence Fund	0.0*	0.0*
Fidelity Industrial Equipment Portfolio	1.6	1.5
Fidelity Industrials Portfolio	1.7	1.8
Fidelity Insurance Portfolio	1.5	1.9
Fidelity IT Services Portfolio	0.7	0.4
Fidelity Large Cap Stock Fund	0.7	1.4
Fidelity Large Cap Value Fund	0.0*	0.0*

	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity Leisure Portfolio	0.4	0.5
Fidelity Leveraged Company Stock Fund	0.0*	0.1
Fidelity Magellan Fund	0.0*	0.0*
Fidelity Materials Portfolio	0.2	0.2
Fidelity Medical Delivery Portfolio	0.5	0.6
Fidelity Medical Equipment & Systems Portfolio	0.2	0.3
Fidelity Mega Cap Stock Fund	0.7	0.9
Fidelity Mid Cap Value Fund	0.0*	0.0*
Fidelity Multimedia Portfolio	0.6	0.7
Fidelity Natural Resources Portfolio	0.0*	0.0*
Fidelity Pharmaceuticals Portfolio	1.1	1.3
Fidelity Real Estate Investment Portfolio	0.4	0.2
Fidelity Retailing Portfolio	0.5	0.2
Fidelity Small Cap Growth Fund	0.1	0.1
Fidelity Small Cap Value Fund	0.0*	0.0*
Fidelity Software & Computer Services Portfolio	1.9	0.4
Fidelity Stock Selector All Cap Fund	0.0*	0.0*
Fidelity Technology Portfolio	2.9	3.8
Fidelity Telecom and Utilities Fund	0.6	0.7
Fidelity Telecommunications Portfolio	1.3	1.1
Fidelity Transportation Portfolio	0.4	0.5
Fidelity Utilities Portfolio	1.7	1.1
Fidelity Value Fund	0.0*	0.0*
Spartan 500 Index Fund Investor Class	0.0*	0.0*
Spartan Total Market Index Fund Investor Class	0.6	0.8
VIP Industrials Portfolio Investor Class	0.0*	0.0
VIP Mid Cap Portfolio Investor Class	0.1	0.1
	44.2	42.6
International Equity Funds
Fidelity Canada Fund	0.3	0.5
Fidelity China Region Fund	0.1	0.1
Fidelity Diversified International Fund	1.1	0.3
Fidelity Emerging Asia Fund	0.8	0.8
Fidelity Emerging Markets Fund	0.2	0.4
Fidelity International Capital Appreciation Fund	0.3	0.4
Fidelity International Discovery Fund	5.2	4.4
Fund Holdings as of December 31, 2011 - continued
	% of fund's net assets	% of fund's net assets 6 months ago
Fidelity International Real Estate Fund	0.0*	0.0*
Fidelity International Small Cap Fund	0.3	0.5
Fidelity International Small Cap Opportunities Fund	0.8	1.1
Fidelity International Value Fund	0.7	1.0
Fidelity Japan Fund	0.4	0.6
Fidelity Japan Smaller Companies Fund	0.5	0.4
Fidelity Nordic Fund	1.0	1.5
Fidelity Overseas Fund	0.0*	0.0*
Fidelity Pacific Basin Fund	0.7	1.1
Spartan International Index Fund Investor Class	3.2	4.0
	15.6	17.1
Fixed-Income Funds
Fidelity Floating Rate High Income Fund	2.3	2.5
Fidelity Focused High Income Fund	0.8	1.0
Fidelity High Income Fund	1.8	2.1
Fidelity New Markets Income Fund	0.6	0.5
Fidelity Real Estate Income Fund	0.5	0.6
Spartan U.S. Bond Index Fund Investor Class	32.4	30.3
	38.4	37.0
Money Market Funds
Fidelity Institutional Prime Money Market Portfolio Class I	1.8	3.3
Net Other Assets (Liabilities)*	0.0	0.0
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of December 31, 2011
	Domestic Equity Funds	44.2%
	International Equity Funds	15.6%
	Fixed Income Funds	38.4%
	Money Market Funds	1.8%

vfv762

As of June 30, 2011
	Domestic Equity Funds	42.6%
	International Equity Funds	17.1%
	Fixed Income Funds	37.0%
	Money Market Funds	3.3%

vfv768

Annual Report

VIP FundsManager 60% Portfolio

Investments December 31, 2011

Showing Percentage of Net Assets

Equity Funds - 59.8%
	Shares		Value
Domestic Equity Funds - 44.2%
Fidelity 130/30 Large Cap Fund	7,142		$ 49,709
Fidelity Air Transportation Portfolio	131,498		4,540,631
Fidelity Automotive Portfolio	280,024		8,725,558
Fidelity Banking Portfolio	3,257,800		52,027,060
Fidelity Biotechnology Portfolio	12,411		1,068,603
Fidelity Blue Chip Growth Fund	75,538		3,205,087
Fidelity Brokerage & Investment Management Portfolio	114,015		4,556,029
Fidelity Chemicals Portfolio	367,582		34,975,427
Fidelity Commodity Strategy Fund	1,228		10,307
Fidelity Communications Equipment Portfolio	849,846		18,747,601
Fidelity Computers Portfolio (a)	883,347		47,603,587
Fidelity Construction & Housing Portfolio	253,409		9,077,125
Fidelity Consumer Discretionary Portfolio	3,385,638		78,072,820
Fidelity Consumer Finance Portfolio	2,327,070		25,690,848
Fidelity Consumer Staples Portfolio	2,686,295		191,962,658
Fidelity Contrafund	8,989		606,376
Fidelity Defense & Aerospace Portfolio	38,750		3,020,980
Fidelity Disciplined Equity Fund	4,530		97,441
Fidelity Dividend Growth Fund	1,321,934		34,198,427
Fidelity Electronics Portfolio	449,119		19,855,564
Fidelity Energy Portfolio	2,373,458		117,106,442
Fidelity Energy Service Portfolio	706,956		45,973,324
Fidelity Environmental & Alternative Energy Portfolio	89,125		1,343,108
Fidelity Equity-Income Fund	8,706		359,636
Fidelity Equity-Income II Fund	4,958		86,275
Fidelity Financial Services Portfolio	1,284,691		62,834,216
Fidelity Fund	1,846		57,492
Fidelity Global Commodity Stock Fund	655,657		9,139,856
Fidelity Gold Portfolio	1,598,148		67,489,788
Fidelity Growth Company Fund	248,691		20,116,584
Fidelity Health Care Portfolio	1,019,276		124,718,558
Fidelity Independence Fund	2,128		46,072
Fidelity Industrial Equipment Portfolio	2,126,525		65,879,748
Fidelity Industrials Portfolio	3,152,205		68,749,586
Fidelity Insurance Portfolio	1,388,987		61,615,446
Fidelity IT Services Portfolio	1,393,984		29,650,040
Fidelity Large Cap Stock Fund	1,726,719		29,613,233
Fidelity Large Cap Value Fund	28,104		289,192
Fidelity Leisure Portfolio	160,117		15,432,043
Fidelity Leveraged Company Stock Fund	58,041		1,457,404
Fidelity Magellan Fund	2,881		181,427

	Shares		Value
Fidelity Materials Portfolio	109,973		$ 6,753,443
Fidelity Medical Delivery Portfolio (a)	351,513		19,248,873
Fidelity Medical Equipment & Systems Portfolio	352,950		8,894,331
Fidelity Mega Cap Stock Fund	3,039,096		30,694,866
Fidelity Mid Cap Value Fund	5,589		84,728
Fidelity Multimedia Portfolio	565,938		24,363,627
Fidelity Natural Resources Portfolio	32,641		1,021,321
Fidelity Pharmaceuticals Portfolio	3,365,991		45,710,160
Fidelity Real Estate Investment Portfolio	541,069		14,944,327
Fidelity Retailing Portfolio	429,783		22,013,472
Fidelity Small Cap Growth Fund	140,513		2,095,047
Fidelity Small Cap Value Fund	25,096		350,846
Fidelity Software & Computer Services Portfolio	1,031,727		80,051,693
Fidelity Stock Selector All Cap Fund	4,416		107,184
Fidelity Technology Portfolio (a)	1,402,598		121,282,616
Fidelity Telecom and Utilities Fund	1,392,083		24,138,722
Fidelity Telecommunications Portfolio	1,255,946		55,023,014
Fidelity Transportation Portfolio	297,932		14,714,886
Fidelity Utilities Portfolio	1,277,340		68,375,995
Fidelity Value Fund	4,074		258,580
Spartan 500 Index Fund Investor Class	2,243		99,807
Spartan Total Market Index Fund Investor Class	688,605		24,872,398
VIP Industrials Portfolio Investor Class	76,397		1,087,891
VIP Mid Cap Portfolio Investor Class	140,639		4,078,526
TOTAL DOMESTIC EQUITY FUNDS			1,830,497,661
International Equity Funds - 15.6%
Fidelity Canada Fund	278,953		13,986,705
Fidelity China Region Fund	116,067		2,935,344
Fidelity Diversified International Fund	1,741,113		44,433,213
Fidelity Emerging Asia Fund	1,327,233		33,419,719
Fidelity Emerging Markets Fund	482,825		9,907,568
Fidelity International Capital Appreciation Fund	1,024,084		11,387,814
Fidelity International Discovery Fund	7,766,197		214,424,692
Fidelity International Real Estate Fund	162,432		1,128,905
Fidelity International Small Cap Fund	830,325		14,547,292
Fidelity International Small Cap Opportunities Fund	3,389,182		31,349,932
Fidelity International Value Fund	4,353,143		28,469,556
Fidelity Japan Fund	1,842,173		16,947,993
Fidelity Japan Smaller Companies Fund	2,274,883		19,450,249
Fidelity Nordic Fund	1,510,299		40,415,604
Fidelity Overseas Fund	1,178		31,202
Equity Funds - continued
	Shares		Value
International Equity Funds - continued
Fidelity Pacific Basin Fund	1,454,004		$ 31,173,849
Spartan International Index Fund Investor Class	4,471,462		133,025,984
TOTAL INTERNATIONAL EQUITY FUNDS			647,035,621
TOTAL EQUITY FUNDS (Cost $2,366,862,421)		2,477,533,282
Fixed-Income Funds - 38.4%

Fidelity Floating Rate High Income Fund	9,960,388		96,018,143
Fidelity Focused High Income Fund	3,916,525		35,052,903
Fidelity High Income Fund	8,608,539		74,377,779
Fidelity New Markets Income Fund	1,461,049		23,128,407
Fidelity Real Estate Income Fund	2,030,425		20,811,860
Spartan U.S. Bond Index Fund Investor Class	113,872,115		1,341,413,513
TOTAL FIXED-INCOME FUNDS (Cost $1,534,943,365)		1,590,802,605
Money Market Funds - 1.8%

Fidelity Institutional Prime Money Market Portfolio Class I (Cost $72,125,263)	72,125,263		72,125,263
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $3,973,931,049)			4,140,461,150
NET OTHER ASSETS (LIABILITIES) - 0.0%			(680,956)
NET ASSETS - 100%		$ 4,139,780,194

Legend

(a) Non-income producing

Other Information

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

Annual Report

VIP FundsManager 60% Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2011

Assets
Investment in securities, at value (cost $3,973,931,049) - See accompanying schedule		$ 4,140,461,150
Receivable for fund shares sold		3,046,423
Total assets		4,143,507,573

Liabilities
Payable to custodian bank	$ 3
Payable for investments purchased	2,114,852
Payable for fund shares redeemed	931,570
Accrued management fee	675,829
Distribution and service plan fees payable	5,125
Total liabilities		3,727,379

Net Assets		$ 4,139,780,194
Net Assets consist of:
Paid in capital		$ 4,012,734,308
Accumulated undistributed net realized gain (loss) on investments		(39,484,215)
Net unrealized appreciation (depreciation) on investments		166,530,101
Net Assets		$ 4,139,780,194

Statement of Assets and Liabilities - continued

	December 31, 2011

Service Class: Net Asset Value, offering price and redemption price per share ($57,631 ÷ 6,049 shares)		$ 9.53

Service Class 2: Net Asset Value, offering price and redemption price per share ($45,494,304 ÷ 4,781,163 shares)		$ 9.52

Investor Class: Net Asset Value, offering price and redemption price per share ($4,094,228,259 ÷ 429,860,333 shares)		$ 9.52

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

Annual Report

Statement of Operations

	Year ended December 31, 2011

Investment Income
Income distributions from underlying funds		$ 66,079,790

Expenses
Management fee	$ 8,385,432
Distribution and service plan fees	44,852
Independent trustees' compensation	11,557
Total expenses before reductions	8,441,841
Expense reductions	(1,699,464)	6,742,377
Net investment income (loss)		59,337,413
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	9,108,785
Capital gain distributions from underlying funds	41,472,043
Total net realized gain (loss)		50,580,828
Change in net unrealized appreciation (depreciation) on underlying funds		(197,257,071)
Net gain (loss)		(146,676,243)
Net increase (decrease) in net assets resulting from operations		$ (87,338,830)

Statement of Changes in Net Assets

	Year ended December 31, 2011	Year ended December 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 59,337,413	$ 30,798,284
Net realized gain (loss)	50,580,828	20,810,598
Change in net unrealized appreciation (depreciation)	(197,257,071)	211,909,440
Net increase (decrease) in net assets resulting from operations	(87,338,830)	263,518,322
Distributions to shareholders from net investment income	(59,310,251)	(30,781,925)
Distributions to shareholders from net realized gain	(8,964,775)	(5,386,863)
Total distributions	(68,275,026)	(36,168,788)
Share transactions - net increase (decrease)	1,711,187,747	1,196,958,465
Total increase (decrease) in net assets	1,555,573,891	1,424,307,999

Net Assets
Beginning of period	2,584,206,303	1,159,898,304
End of period	$ 4,139,780,194	$ 2,584,206,303

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

Annual Report

Financial Highlights - Service Class

Years ended December 31,	2011	2010	2009	2008	2007 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 9.88	$ 8.83	$ 7.32	$ 10.29	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.18	.16	.15	.25	.18
Net realized and unrealized gain (loss)	(.37)	1.03	1.51	(3.01)	.23
Total from investment operations	(.19)	1.19	1.66	(2.76)	.41
Distributions from net investment income	(.14)	(.12)	(.13)	(.13)	(.06)
Distributions from net realized gain	(.02)	(.02)	(.01)	(.08)	(.06)
Total distributions	(.16)	(.14)	(.15)^J	(.21)^I	(.12)
Net asset value, end of period	$ 9.53	$ 9.88	$ 8.83	$ 7.32	$ 10.29
Total Return^B,C,D	(1.92)%	13.49%	22.61%	(26.93)%	4.07%
Ratios to Average Net Assets^F,H
Expenses before reductions	.35%	.35%	.35%	.35%	.35% ^A
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20%	.20% ^A
Expenses net of all reductions	.20%	.20%	.20%	.20%	.20% ^A
Net investment income (loss)	1.77%	1.77%	1.89%	2.75%	4.76% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 58	$ 60	$ 52	$ 65	$ 104
Portfolio turnover rate	9%	10%	38%	74%	60% ^A

^A Annualized

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

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

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

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

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

^G For the period August 22, 2007 (commencement of operations) to December 31, 2007.

^I Total distributions of $.21 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.080 per share.

^J Total distributions of $.15 per share is comprised of distributions from net investment income of $.134 and distributions from net realized gain of $.012 per share.

Financial Highlights - Service Class 2

Years ended December 31,	2011	2010	2009	2008	2007 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 9.88	$ 8.83	$ 7.33	$ 10.29	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.16	.15	.14	.23	.17
Net realized and unrealized gain (loss)	(.37)	1.03	1.50	(2.99)	.23
Total from investment operations	(.21)	1.18	1.64	(2.76)	.40
Distributions from net investment income	(.13)	(.11)	(.12)	(.12)	(.05)
Distributions from net realized gain	(.02)	(.02)	(.01)	(.08)	(.06)
Total distributions	(.15)	(.13)	(.14)^J	(.20)^I	(.11)
Net asset value, end of period	$ 9.52	$ 9.88	$ 8.83	$ 7.33	$ 10.29
Total Return^B,C,D	(2.08)%	13.35%	22.31%	(26.97)%	4.01%
Ratios to Average Net Assets^F,H
Expenses before reductions	.50%	.50%	.50%	.50%	.50% ^A
Expenses net of fee waivers, if any	.35%	.35%	.35%	.35%	.35% ^A
Expenses net of all reductions	.35%	.35%	.35%	.35%	.35% ^A
Net investment income (loss)	1.62%	1.62%	1.74%	2.59%	4.61% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,494	$ 125	$ 83	$ 76	$ 104
Portfolio turnover rate	9%	10%	38%	74%	60% ^A

^A Annualized

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

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

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

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

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

^G For the period August 22, 2007 (commencement of operations) to December 31, 2007.

^I Total distributions of $.20 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.080 per share.

^J Total distributions of $.14 per share is comprised of distributions from net investment income of $.124 and distributions from net realized gain of $.012 per share.

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

Annual Report

Financial Highlights - Investor Class

Years ended December 31,	2011	2010	2009	2008	2007 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 9.88	$ 8.82	$ 7.32	$ 10.29	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.17	.16	.15	.23	.17
Net realized and unrealized gain (loss)	(.37)	1.04	1.50	(2.99)	.24
Total from investment operations	(.20)	1.20	1.65	(2.76)	.41
Distributions from net investment income	(.14)	(.12)	(.13)	(.13)	(.06)
Distributions from net realized gain	(.02)	(.02)	(.01)	(.08)	(.06)
Total distributions	(.16)	(.14)	(.15)^J	(.21)^I	(.12)
Net asset value, end of period	$ 9.52	$ 9.88	$ 8.82	$ 7.32	$ 10.29
Total Return^B,C,D	(2.02)%	13.62%	22.48%	(26.93)%	4.07%
Ratios to Average Net Assets^F,H
Expenses before reductions	.25%	.25%	.25%	.25%	.25% ^A
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20%	.20% ^A
Expenses net of all reductions	.20%	.20%	.20%	.20%	.20% ^A
Net investment income (loss)	1.77%	1.77%	1.89%	2.75%	4.76% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,094,228	$ 2,584,021	$ 1,159,764	$ 593,277	$ 113,806
Portfolio turnover rate	9%	10%	38%	74%	60% ^A