SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT (No. 033-20773)
		UNDER THE SECURITIES ACT OF 1933	[X]
		Pre-Effective Amendment No.	[ ]
		Post-Effective Amendment No. 47	[X]
and
REGISTRATION STATEMENT (No. 811-05511)
		UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
		Amendment No. 47	[X]

Variable Insurance Products Fund II
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
	( )	immediately upon filing pursuant to paragraph (b).
	( X )	on (June 14, 2005) pursuant to paragraph (b) at 5:30 p.m. Eastern Time.
	( )	60 days after filing pursuant to paragraph (a)(1) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(1) of Rule 485 at 5:30 p.m. Eastern Time.
	( )	75 days after filing pursuant to paragraph (a)(2) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(2) of Rule 485 at 5:30 p.m. Eastern Time.

If appropriate, check the following box:
	( )	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Each fund offers its shares only to separate accounts of insurance companies that offer variable annuity and variable life insurance products. A fund may not be available in your state due to various insurance regulations. Please check with your insurance company for availability. If a fund in this prospectus is not available in your state, this prospectus is not to be considered a solicitation with respect to that fund. Please read this prospectus together with your variable annuity or variable life insurance product prospectus.

Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Fidelity ^®

Variable Insurance Products

Investor Class

Aggressive Growth Portfolio

Asset Manager ^SM Portfolio

Asset Manager: Growth ^® Portfolio

Balanced Portfolio

Contrafund ^® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

Growth Stock Portfolio

<R> High Income Portfolio </R>

<R> Investment Grade Bond Portfolio </R>

Mid Cap Portfolio

Money Market Portfolio

Real Estate Portfolio

Strategic Income Portfolio

Value Portfolio

Value Leaders Portfolio

Value Strategies Portfolio

Prospectus

June 14, 2005

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

Fund Summary	<Click Here>	Investment Summary
	<Click Here>	Performance
	<Click Here>	Fee Table
Fund Basics	<Click Here>	Investment Details
	<Click Here>	Valuing Shares
Shareholder Information	<Click Here>	Buying and Selling Shares
	<Click Here>	Dividends and Capital Gain Distributions
	<Click Here>	Tax Consequences
Fund Services	<Click Here>	Fund Management
	<Click Here>	Fund Distribution
Appendix	<Click Here>	Additional Performance Information
	<Click Here>	Prior Performance of Similar Funds

Prospectus

Fund Summary

Investment Summary

Investment Objective

VIP Aggressive Growth Portfolio seeks capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks.
Normally investing in companies it believes offer the potential for accelerated earnings or revenue growth (stocks of these companies are often called "growth" stocks).
Focusing investments in medium-sized companies, but may also invest substantially in larger or smaller companies.
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes . The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of securities of smaller issuers can be more volatile than that of larger issuers.
"Growth" Investing. "Growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Asset Manager Portfolio seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Principal Investment Strategies

Allocating the fund's assets among stocks, bonds, and short-term and money market instruments.
Maintaining a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term and money market instruments.
Adjusting allocation among asset classes gradually within the following ranges: stock class (30%-70%), bond class (20%-60%), and short-term/money market class (0%-50%).
Investing in domestic and foreign issuers.
Analyzing an issuer using fundamental and/or quantitative factors and evaluating each security's current price relative to estimated long-term value to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Prepayment. The ability of an issuer of a debt security to repay principal prior to a security's maturity can cause greater price volatility if interest rates change.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Asset Manager: Growth Portfolio seeks to maximize total return by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

Allocating the fund's assets among stocks, bonds, and short-term and money market instruments.
Maintaining a neutral mix over time of 70% of assets in stocks, 25% of assets in bonds, and 5% of assets in short-term and money market instruments.
Adjusting allocation among asset classes gradually within the following ranges: stock class (50%-100%), bond class (0%-50%), and short-term/money market class (0%-50%).

Prospectus

Fund Summary - continued

Investing in domestic and foreign issuers.
Analyzing an issuer using fundamental and/or quantitative factors and evaluating each security's current price relative to estimated long-term value to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Prepayment. The ability of an issuer of a debt security to repay principal prior to a security's maturity can cause greater price volatility if interest rates change.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Balanced Portfolio seeks income and capital growth consistent with reasonable risk.

Principal Investment Strategies

Investing approximately 60% of assets in stocks and other equity securities and the remainder in bonds and other debt securities, including lower-quality debt securities, when its outlook is neutral.
Investing at least 25% of total assets in fixed-income senior securities (including debt securities and preferred stock).
Investing in domestic and foreign issuers.
With respect to equity investments, emphasizing above-average income-producing equity securities, which tends to lead to investments in stocks that have more "value" characteristics than "growth" characteristics.
Analyzing an issuer using fundamental factors and evaluating each security's current price relative to estimated long-term value to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Prepayment. The ability of an issuer of a debt security to repay principal prior to a security's maturity can cause greater price volatility if interest rates change.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Contrafund Portfolio seeks long-term capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks.
Investing in securities of companies whose value it believes is not fully recognized by the public.
Investing in domestic and foreign issuers.
Investing in either "growth" stocks or "value" stocks or both.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.

Prospectus

Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Dynamic Capital Appreciation Portfolio seeks capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks.
Investing in domestic and foreign issuers.
Investing in either "growth" stocks or "value" stocks or both.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Equity-Income Portfolio seeks reasonable income. The fund will also consider the potential for capital appreciation. The fund's goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's 500 ^SM Index (S&P 500 ^® ).

Principal Investment Strategies

Normally investing at least 80% of assets in equity securities.
Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.
Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.
"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Growth Portfolio seeks to achieve capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks.
Investing in companies that it believes have above-average growth potential (stocks of these companies are often called "growth" stocks).
Investing in domestic and foreign issuers.

Prospectus

Fund Summary - continued

Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.
"Growth" Investing. "Growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Growth & Income Portfolio seeks high total return through a combination of current income and capital appreciation.

Principal Investment Strategies

Normally investing a majority of assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation.
Potentially investing in bonds, including lower-quality debt securities, as well as stocks that are not currently paying dividends, but offer prospects for future income or capital appreciation.
Investing in domestic and foreign issuers.
Investing in either "growth" stocks or "value" stocks or both.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Growth Opportunities Portfolio seeks to provide capital growth.

Principal Investment Strategies

Normally investing primarily in common stocks.
Investing in domestic and foreign issuers.
Investing in either "growth" stocks or "value" stocks or both.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Prospectus

Investment Objective

VIP Growth Stock Portfolio seeks capital appreciation.

Principal Investment Strategies

Normally investing at least 80% of assets in stocks.
Normally investing primarily in common stocks.
Investing in companies that it believes have above-average growth potential (stocks of these companies are often called "growth" stocks).
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.
"Growth" Investing. "Growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

In addition, the fund is considered non-diversified and can invest a greater portion of assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP High Income Portfolio seeks a high level of current income, while also considering growth of capital.

Principal Investment Strategies

Normally investing primarily in income-producing debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.
Potentially investing in non-income producing securities, including defaulted securities and common stocks.
Investing in companies in troubled or uncertain financial condition.
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

<R>When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.</R>

<R> Investment Objective </R>

VIP Investment Grade Bond Portfolio seeks as high a level of current income as is consistent with the preservation of capital.

Principal Investment Strategies

Normally investing at least 80% of assets in investment-grade debt securities (those of medium and high quality) of all types and repurchase agreements for those securities.
Managing the fund to have similar overall interest rate risk to an index, which as of December 31, 2004, was the Lehman Brothers ^® Aggregate Bond Index.
Allocating assets across different market sectors and maturities.
Analyzing a security's structural features and current pricing, trading opportunities, and the credit quality of its issuer to select investments.
Potentially investing in lower-quality debt securities.

Prospectus

Fund Summary - continued

Principal Investment Risks

The fund is subject to the following principal investment risks:

Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.
Prepayment. The ability of an issuer of a debt security to repay principal prior to a security's maturity can cause greater price volatility if interest rates change.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Mid Cap Portfolio seeks long-term growth of capital.

Principal Investment Strategies

Normally investing primarily in common stocks.
Normally investing at least 80% of assets in securities of companies with medium market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell Midcap ^® Index or the Standard & Poor's ^® MidCap 400 Index (S&P ^® MidCap 400)).
Potentially investing in companies with smaller or larger market capitalizations.
Investing in domestic and foreign issuers.
Investing in either "growth" stocks or "value" stocks or both.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes . The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of securities of smaller issuers can be more volatile than that of larger issuers.
Mid Cap Investing. The value of securities of medium size, less well-known issuers can perform differently from the market as a whole and other types of stocks and can be more volatile than that of larger issuers.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Money Market Portfolio seeks as high a level of current income as is consistent with preservation of capital and liquidity.

Principal Investment Strategies

Investing in U.S. dollar-denominated money market securities of domestic and foreign issuers and repurchase agreements.
Potentially entering into reverse repurchase agreements.
Investing more than 25% of total assets in the financial services industries.
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.
Financial Services Exposure. Changes in government regulation and interest rates and economic downturns can have a significant negative effect on issuers in the financial services sector.
Issuer-Specific Changes. A decline in the credit quality of an issuer or the provider of credit support or a maturity-shortening structure for a security can cause the price of a money market security to decrease.

An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of a shareholder's investment at $1.00 per share, it is possible to lose money by investing in the fund.

Prospectus

Investment Objective

VIP Real Estate Portfolio seeks above-average income and long-term capital growth, consistent with reasonable investment risk. The fund seeks to provide a yield that exceeds the composite yield of the S&P 500.

Principal Investment Strategies

Normally investing primarily in common stocks.
Normally investing at least 80% of assets in securities of companies principally engaged in the real estate industry and other real estate related investments.
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Real Estate Industry Concentration. Changes in real estate values or economic downturns can have a significant negative effect on issuers in the real estate industry.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Strategic Income Portfolio seeks a high level of current income. The fund may also seek capital appreciation.

Principal Investment Strategies

Investing primarily in debt securities, including lower-quality debt securities.
Allocating the fund's assets among four general investment categories: high yield securities, U.S. Government and investment-grade securities, emerging markets securities, and foreign developed market securities.
Potentially investing in equity securities.
Using a neutral mix of approximately 40% high yield, 30% U.S. Government and investment-grade, 15% emerging markets, and 15% foreign developed markets.
Analyzing a security's structural features and current pricing, its issuer's potential for success, and the credit, currency, and economic risks of the security and its issuer to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile.
Prepayment. The ability of an issuer of a debt security to repay principal prior to a security's maturity can cause greater price volatility if interest rates change.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments and can be difficult to resell.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Value Portfolio seeks capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks.

Prospectus

Fund Summary - continued

Investing in securities of companies that it believes are undervalued in the marketplace in relation to factors such as assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry (stocks of these companies are often called "value" stocks).
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.
"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

VIP Value Leaders Portfolio seeks capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks of well-known and established companies.
Normally investing at least 80% of assets in blue chip companies (companies whose stock is included in the S&P 500 or the Dow Jones Industrial Average ^SM (DJIA ^SM ), and companies with market capitalizations of at least $1 billion if not included in either index).
Investing in securities of companies that it believes are undervalued in the marketplace in relation to factors such as assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry (stocks of these companies are often called "value" stocks).
Investing in securities of domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.
"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Investment Objective

VIP Value Strategies Portfolio seeks capital appreciation.

Principal Investment Strategies

Normally investing primarily in common stocks.
Investing in securities of companies that it believes are undervalued in the marketplace in relation to factors such as assets, sales, earnings, or growth potential (stocks of these companies are often called "value" stocks).
Focusing investments in medium-sized companies, but may also invest substantially in larger or smaller companies.
Investing in domestic and foreign issuers.
Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
Foreign Exposure . Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

Prospectus

Issuer-Specific Changes . The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of securities of smaller issuers can be more volatile than that of larger issuers.
"Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.

Performance

<R>The following information is intended to help you understand the risks of investing in each fund. The information illustrates VIP Strategic Income's and VIP Value Leaders' performance over the past year, as represented by the performance of Initial Class, and the changes in each fund's (other than VIP Strategic Income's and VIP Value Leaders') performance from year to year, as represented by the performance of Initial Class, and compares the performance of Initial Class of each fund (other than VIP Money Market) to the performance of a market index over various periods of time, and compares the performance of Initial Class of each fund (other than VIP Asset Manager, VIP Asset Manager: Growth, and VIP Money Market) to an average of the performance of similar funds over various periods of time. Initial Class of VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income also compares its performance to the performance of a combination of market indexes over various periods of time. Initial Class of VIP Real Estate also compares its performance to the performance of an additional index over various periods of time. Returns for Initial Class of each fund do not include the effect of any sales charges or other expenses of any variable annuity or variable life insurance product. Returns for Initial Class of each fund would be lower if the effect of those sales charges and expenses were included. Returns are based on past results and are not an indication of future performance.</R>

Performance history will be available for Investor Class of each fund after Investor Class of each fund has been in operation for one calendar year.

Year-by-Year Returns

<R> VIP Aggressive Growth - Initial Class </R>
<R> Calendar Years </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> -17.89% </R>	<R> -26.40% </R>	<R> 30.58% </R>	<R> 10.25% </R>

<R> During the periods shown in the chart for Initial Class of VIP Aggressive Growth: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 25.00% </R>	<R> June 30, 2001 </R>
<R> Lowest Quarter Return </R>	<R> -26.70% </R>	<R> September 30, 2001 </R>
<R> Year-to-Date Return </R>	<R> -7.35% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Aggressive Growth, which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

Fund Summary - continued

<R> VIP Asset Manager - Initial Class </R>
<R> Calendar Years </R>	<R> 1995 </R>	<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 16.96% </R>	<R> 14.60% </R>	<R> 20.65% </R>	<R> 15.05% </R>	<R> 11.09% </R>	<R> -3.87% </R>	<R> -4.15% </R>	<R> -8.73% </R>	<R> 17.97% </R>	<R> 5.47% </R>

<R> During the periods shown in the chart for Initial Class of VIP Asset Manager: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 12.80% </R>	<R> December 31, 1998 </R>
<R> Lowest Quarter Return </R>	<R> -8.22% </R>	<R> September 30, 2001 </R>
<R> Year-to-Date Return </R>	<R> -2.32% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Asset Manager, which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Asset Manager: Growth - Initial Class </R>

<R> Calendar Years </R>		<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
		<R> 20.04% </R>	<R> 25.07% </R>	<R> 17.57% </R>	<R> 15.26% </R>	<R> -12.47% </R>	<R> -7.39% </R>	<R> -15.53% </R>	<R> 23.34% </R>	<R> 5.98% </R>

<R> During the periods shown in the chart for Initial Class of VIP Asset Manager: Growth: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 17.69% </R>	<R> December 31, 1998 </R>
<R> Lowest Quarter Return </R>	<R> -11.97% </R>	<R> June 30, 2002 </R>
<R> Year-to-Date Return </R>	<R> -3.16% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Asset Manager: Growth, which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

<R> VIP Balanced - Initial Class </R>

<R> Calendar Years </R>		<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
		<R> 9.98% </R>	<R> 22.18% </R>	<R> 17.64% </R>	<R> 4.55% </R>	<R> -4.30% </R>	<R> -1.58% </R>	<R> -8.72% </R>	<R> 17.72% </R>	<R> 5.47% </R>

<R> During the periods shown in the chart for Initial Class of VIP Balanced: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 11.83% </R>	<R> June 30, 1997 </R>
<R> Lowest Quarter Return </R>	<R> -8.20% </R>	<R> September 30, 2001 </R>
<R> Year-to-Date Return </R>	<R> -1.61% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Balanced, which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Contrafund - Initial Class </R>

<R> Calendar Years </R>		<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
		<R> 21.22% </R>	<R> 24.14% </R>	<R> 29.98% </R>	<R> 24.25% </R>	<R> -6.58% </R>	<R> -12.28% </R>	<R> -9.35% </R>	<R> 28.46% </R>	<R> 15.48% </R>

<R> During the periods shown in the chart for Initial Class of VIP Contrafund: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 23.56% </R>	<R> December 31, 1998 </R>
<R> Lowest Quarter Return </R>	<R> -13.07% </R>	<R> March 31, 2001 </R>
<R> Year-to-Date Return </R>	<R> 0.43% </R>	<R> March 31, 2005 </R>

<R> The returns shown above are for Initial Class, a class of VIP Contrafund, which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses. </R>

Prospectus

Fund Summary - continued

<R> VIP Dynamic Capital Appreciation - Initial Class </R>

<R> Calendar Years </R>							<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
							<R> -28.32% </R>	<R> -7.21% </R>	<R> 25.49% </R>	<R> 1.41% </R>

<R> During the periods shown in the chart for Initial Class of VIP Dynamic Capital Appreciation: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 21.27% </R>	<R> December 31, 2001 </R>
<R> Lowest Quarter Return </R>	<R> -29.02% </R>	<R> March 31, 2001 </R>
<R> Year-to-Date Return </R>	<R> -1.95% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Dynamic Capital Appreciation which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Equity-Income - Initial Class </R>
<R> Calendar Years </R>	<R> 1995 </R>	<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 35.09% </R>	<R> 14.28% </R>	<R> 28.11% </R>	<R> 11.63% </R>	<R> 6.33% </R>	<R> 8.42% </R>	<R> -4.96% </R>	<R> -16.95% </R>	<R> 30.33% </R>	<R> 11.53% </R>

<R> During the periods shown in the chart for Initial Class of VIP Equity-Income: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 18.12% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -19.10% </R>	<R> September 30, 2002 </R>
<R> Year-to-Date Return </R>	<R> -1.86% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Equity-Income which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

<R> VIP Growth - Initial Class </R>
<R> Calendar Years </R>	<R> 1995 </R>	<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 35.36% </R>	<R> 14.71% </R>	<R> 23.48% </R>	<R> 39.49% </R>	<R> 37.44% </R>	<R> -10.96% </R>	<R> -17.67% </R>	<R> -30.10% </R>	<R> 32.85% </R>	<R> 3.38% </R>

<R> During the periods shown in the chart for Initial Class of VIP Growth: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 24.29% </R>	<R> December 31, 1998 </R>
<R> Lowest Quarter Return </R>	<R> -21.99% </R>	<R> September 30, 2001 </R>
<R> Year-to-Date Return </R>	<R> -3.93% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Growth which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Growth & Income - Initial Class </R>

<R> Calendar Years </R>			<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
			<R> 30.09% </R>	<R> 29.59% </R>	<R> 9.17% </R>	<R> -3.62% </R>	<R> -8.75% </R>	<R> -16.61% </R>	<R> 23.77% </R>	<R> 5.80% </R>

<R> During the periods shown in the chart for Initial Class of VIP Growth & Income: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 20.97% </R>	<R> December 31, 1998 </R>
<R> Lowest Quarter Return </R>	<R> -13.69% </R>	<R> June 30, 2002 </R>
<R> Year-to-Date Return </R>	<R> -1.78% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Growth & Income which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

Fund Summary - continued

<R> VIP Growth Opportunities - Initial Class </R>

<R> Calendar Years </R>		<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
		<R> 18.27% </R>	<R> 29.95% </R>	<R> 24.61% </R>	<R> 4.27% </R>	<R> -17.07% </R>	<R> -14.42% </R>	<R> -21.84% </R>	<R> 29.87% </R>	<R> 7.19% </R>

<R> During the periods shown in the chart for Initial Class of VIP Growth Opportunities: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 20.74% </R>	<R> December 31, 1998 </R>
<R> Lowest Quarter Return </R>	<R> -16.62% </R>	<R> September 30, 2002 </R>
<R> Year-to-Date Return </R>	<R> -2.92% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Growth Opportunities which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Growth Stock - Initial Class </R>
<R> Calendar Years </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 29.05% </R>	<R> 2.31% </R>

<R> During the periods shown in the chart for Initial Class of VIP Growth Stock: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 14.24% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -6.26% </R>	<R> September 30, 2004 </R>
<R> Year-to-Date Return </R>	<R> -3.24% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Growth Stock which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

<R> VIP High Income - Initial Class </R>
<R> Calendar Years </R>	<R> 1995 </R>	<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 20.72% </R>	<R> 14.03% </R>	<R> 17.67% </R>	<R> -4.33% </R>	<R> 8.25% </R>	<R> -22.54% </R>	<R> -11.73% </R>	<R> 3.44% </R>	<R> 27.26% </R>	<R> 9.59% </R>

<R> During the periods shown in the chart for Initial Class of VIP High Income: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 10.15% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -14.17% </R>	<R> December 31, 2000 </R>
<R> Year-to-Date Return </R>	<R> -2.12% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP High Income which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Investment Grade Bond - Initial Class </R>
<R> Calendar Years </R>	<R> 1995 </R>	<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 17.32% </R>	<R> 3.19% </R>	<R> 9.06% </R>	<R> 8.85% </R>	<R> -1.05% </R>	<R> 11.22% </R>	<R> 8.46% </R>	<R> 10.34% </R>	<R> 5.20% </R>	<R> 4.46% </R>

<R> During the periods shown in the chart for Initial Class of VIP Investment Grade Bond: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 6.23% </R>	<R> June 30, 1995 </R>
<R> Year-to-Date Return </R>	<R> -2.53% </R>	<R> June 30, 2004 </R>
<R> Lowest Quarter Return </R>	<R> -0.61% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Investment Grade Bond which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

Fund Summary - continued

<R> VIP Mid Cap - Initial Class </R>
<R> Calendar Years </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 49.04% </R>	<R> 33.78% </R>	<R> -3.26% </R>	<R> -9.82% </R>	<R> 38.64% </R>	<R> 24.92% </R>

<R> During the periods shown in the chart for Initial Class of VIP Mid Cap: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 32.12% </R>	<R> December 31, 1999 </R>
<R> Lowest Quarter Return </R>	<R> -10.49% </R>	<R> September 30, 2002 </R>
<R> Year-to-Date Return </R>	<R> 1.22% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Mid Cap which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Money Market - Initial Class </R>
<R> Calendar Years </R>	<R> 1995 </R>	<R> 1996 </R>	<R> 1997 </R>	<R> 1998 </R>	<R> 1999 </R>	<R> 2000 </R>	<R> 2001 </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 5.87% </R>	<R> 5.41% </R>	<R> 5.51% </R>	<R> 5.46% </R>	<R> 5.17% </R>	<R> 6.30% </R>	<R> 4.18% </R>	<R> 1.69% </R>	<R> 1.00% </R>	<R> 1.21% </R>

<R> During the periods shown in the chart for Initial Class of VIP Money Market: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 1.60% </R>	<R> September 30, 2000 </R>
<R> Lowest Quarter Return </R>	<R> 0.23% </R>	<R> September 30, 2003 </R>
<R> Year-to-Date Return </R>	<R> 0.54% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Money Market which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

<R> VIP Real Estate - Initial Class </R>
<R> Calendar Years </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 33.21% </R>	<R> 34.14% </R>

<R> During the periods shown in the chart for Initial Class of VIP Real Estate: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 16.67% </R>	<R> December 31, 2004 </R>
<R> Lowest Quarter Return </R>	<R> -5.56% </R>	<R> June 30, 2004 </R>
<R> Year-to-Date Return </R>	<R> -5.55% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Real Estate which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Strategic Income - Initial Class </R>
<R> Calendar Year </R>										<R> 2004 </R>
										<R> 8.66% </R>

<R> During the period shown in the chart for Initial Class of VIP Strategic Income: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 5.03% </R>	<R> December 31, 2004 </R>
<R> Lowest Quarter Return </R>	<R> -2.95% </R>	<R> June 30, 2004 </R>
<R> Year-to-Date Return </R>	<R> -0.95% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Strategic Income which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

Fund Summary - continued

<R> VIP Value - Initial Class </R>
<R> Calendar Years </R>	<R> 2002 </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> -15.66% </R>	<R> 34.16% </R>	<R> 11.24% </R>

<R> During the periods shown in the chart for Initial Class of VIP Value: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 20.59% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -17.38% </R>	<R> September 30, 2002 </R>
<R> Year-to-Date Return </R>	<R> -1.96% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Value which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

<R> VIP Value Leaders - Initial Class </R>
<R> Calendar Year </R>										<R> 2004 </R>
										<R> 15.15% </R>

<R> During the periods shown in the chart for Initial Class of VIP Value Leaders: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 10.37% </R>	<R> December 31, 2004 </R>
<R> Lowest Quarter Return </R>	<R> -0.26% </R>	<R> September 30, 2004 </R>
<R> Year-to-Date Return </R>	<R> -0.06% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Value Leaders which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Prospectus

<R> VIP Value Strategies - Initial Class </R>
<R> Calendar Years </R>	<R> 2003 </R>	<R> 2004 </R>
	<R> 57.91% </R>	<R> 14.13% </R>

<R> During the periods shown in the chart for Initial Class of VIP Value Strategies: </R>	<R> Returns </R>	<R> Quarter ended </R>
<R> Highest Quarter Return </R>	<R> 29.48% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -7.26% </R>	<R> September 30, 2004 </R>
<R> Year-to-Date Return </R>	<R> -5.91% </R>	<R> March 31, 2005 </R>

The returns shown above are for Initial Class, a class of VIP Value Strategies which is not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class's returns will be lower than Initial Class's returns to the extent that Investor Class has higher expenses.

Average Annual Returns

<R> For the periods ended December 31, 2004 </R>	<R> Past 1 year </R>	<R> Past 5 years </R>	<R> Past 10 years/Life of class </R>
<R> VIP Aggressive Growth </R>	<R> </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 10.25% </R>	<R> -- </R>	<R> -3.36% ^A </R>
<R> Russell Midcap Growth Index </R>	<R> 15.48% </R>	<R> -- </R>	<R> -1.16% ^A </R>
<R> Lipper ^SM Variable Annuity Mid-Cap Funds Average </R>	<R> 15.30% </R>	<R> -- </R>	<R> -- </R>
<R> VIP Asset Manager </R>	<R> </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 5.47% </R>	<R> 0.91% </R>	<R> 8.02% </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 12.07% </R>
<R> Fidelity Asset Manager Composite Index </R>	<R> 7.33% </R>	<R> 2.52% </R>	<R> 9.38% </R>
<R> VIP Asset Manager: Growth </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 5.98% </R>	<R> -2.19% </R>	<R> 8.40% ^B </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 12.07% ^B </R>
<R> Fidelity Asset Manager: Growth Composite Index </R>	<R> 8.79% </R>	<R> 0.71% </R>	<R> -- </R>
<R> VIP Balanced </R>
<R> Initial Class </R>	<R> 5.47% </R>	<R> 1.32% </R>	<R> 7.23% ^B </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 12.07% ^B </R>
<R> Fidelity Balanced 60/40 Composite Index </R>	<R> 8.30% </R>	<R> 1.98% </R>	<R> 10.67% ^B </R>
<R> Lipper Variable Annuity Balanced Funds Average </R>	<R> 8.55% </R>	<R> 2.96% </R>	<R> -- </R>
<R> VIP Contrafund </R>
<R> Initial Class </R>	<R> 15.48% </R>	<R> 1.96% </R>	<R> 14.11% ^B </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 12.07% ^B </R>
<R> Lipper Variable Annuity Growth Funds Average </R>	<R> 10.36% </R>	<R> -4.12% </R>	<R> -- </R>
<R> VIP Dynamic Capital Appreciation </R>
<R> Initial Class </R>	<R> 1.41% </R>	<R> -- </R>	<R> -7.37% ^C </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -- </R>	<R> -2.41% ^C </R>
<R> Lipper Variable Annuity Capital Appreciation Funds Average </R>	<R> 9.88% </R>	<R> -- </R>	<R> -- </R>
<R> VIP Equity-Income </R>
<R> Initial Class </R>	<R> 11.53% </R>	<R> 4.46% </R>	<R> 11.31% </R>
<R> Russell 3000 ^® Value Index </R>	<R> 16.94% </R>	<R> 6.10% </R>	<R> 13.84% </R>
<R> Lipper Variable Annuity Equity Income Objective Funds Average </R>	<R> 13.51% </R>	<R> 4.63% </R>	<R> 11.69% </R>
<R> VIP Growth </R>
<R> Initial Class </R>	<R> 3.38% </R>	<R> -6.79% </R>	<R> 9.97% </R>
<R> Russell 3000 Growth Index </R>	<R> 6.93% </R>	<R> -8.87% </R>	<R> 9.30% </R>
<R> Lipper Variable Annuity Growth Funds Average </R>	<R> 10.36% </R>	<R> -4.12% </R>	<R> 9.86% </R>
<R> VIP Growth & Income </R>
<R> Initial Class </R>	<R> 5.80% </R>	<R> -0.80% </R>	<R> 7.24% ^D </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 7.73% ^D </R>
<R> Lipper Variable Annuity Growth & Income Funds Average </R>	<R> 11.14% </R>	<R> 1.78% </R>	<R> -- </R>
<R> VIP Growth Opportunities </R>
<R> Initial Class </R>	<R> 7.19% </R>	<R> -5.04% </R>	<R> 7.41% ^B </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 12.07% ^B </R>
<R> Lipper Variable Annuity Growth Funds Average </R>	<R> 10.36% </R>	<R> -4.12% </R>	<R> -- </R>
<R> VIP Growth Stock </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 2.31% </R>	<R> -- </R>	<R> 12.66% ^E </R>
<R> Russell 1000 ^® Growth Index </R>	<R> 6.30% </R>	<R> -- </R>	<R> 14.77% ^E </R>
<R> Lipper Variable Annuity Growth Funds Average </R>	<R> 10.36% </R>	<R> -- </R>	<R> -- </R>
<R> VIP High Income </R>
<R> Initial Class </R>	<R> 9.59% </R>	<R> -0.27% </R>	<R> 5.17% </R>
<R> Merrill Lynch ^® U.S. High Yield Master II Index </R>	<R> 10.87% </R>	<R> 6.68% </R>	<R> 8.27% </R>
<R> Lipper Variable Annuity High Current Yield Funds Average </R>	<R> 9.84% </R>	<R> 4.78% </R>	<R> 6.95% </R>
<R> VIP Investment Grade Bond </R>
<R> Initial Class </R>	<R> 4.46% </R>	<R> 7.90% </R>	<R> 7.60% </R>
<R> Lehman Brothers Aggregate Bond Index </R>	<R> 4.34% </R>	<R> 7.71% </R>	<R> 7.72% </R>
<R> Lipper Variable Annuity Intermediate Investment Grade Debt Funds Average </R>	<R> 4.22% </R>	<R> 7.03% </R>	<R> 7.31% </R>
<R> VIP Mid Cap </R>
<R> Initial Class </R>	<R> 24.92% </R>	<R> 15.11% </R>	<R> 20.74% ^F </R>
<R> S&P MidCap 400 Index </R>	<R> 16.48% </R>	<R> 9.54% </R>	<R> 11.34% ^F </R>
<R> Lipper Variable Annuity Mid-Cap Funds Average </R>	<R> 15.30% </R>	<R> 1.82% </R>	<R> -- </R>
<R> VIP Money Market </R>
<R> Initial Class </R>	<R> 1.21% </R>	<R> 2.86% </R>	<R> 4.16% </R>
<R> VIP Real Estate </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 34.14% </R>	<R> -- </R>	<R> 32.52% ^G </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -- </R>	<R> 15.48% ^G </R>
<R> Dow Jones Wilshire Real Estate Securities Index ^SM </R>	<R> 34.83% </R>	<R> -- </R>	<R> 34.70% ^G </R>
<R> Lipper Variable Annuity Real Estate Funds Average </R>	<R> 33.71% </R>	<R> -- </R>	<R> -- </R>
<R> VIP Strategic Income </R>
<R> Initial Class </R>	<R> 8.66% </R>	<R> -- </R>	<R> 8.44% ^H </R>
<R> Merrill Lynch U.S. High Yield Master II Index </R>	<R> 10.87% </R>	<R> -- </R>	<R> 10.94% ^H </R>
<R> Fidelity Strategic Income Composite Index </R>	<R> 9.25% </R>	<R> -- </R>	<R> 9.46% ^H </R>
<R> Lipper Variable Annuity Income Funds Average </R>	<R> 8.47% </R>	<R> -- </R>	<R> -- </R>
<R> VIP Value </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 11.24% </R>	<R> -- </R>	<R> 5.50% ^I </R>
<R> Russell 3000 Value Index </R>	<R> 16.94% </R>	<R> -- </R>	<R> 6.27% ^I </R>
<R> Lipper Variable Annuity Growth Funds Average </R>	<R> 10.36% </R>	<R> -- </R>	<R> -- </R>
<R> VIP Value Leaders </R>	<R> </R>	<R> </R>
<R> Initial Class </R>	<R> 15.15% </R>	<R> -- </R>	<R> 18.29% ^J </R>
<R> Russell 1000 Value Index </R>	<R> 16.49% </R>	<R> -- </R>	<R> 19.23% ^J </R>
<R> Lipper Variable Annuity Growth Funds Average </R>	<R> 10.36% </R>	<R> -- </R>	<R> -- </R>
<R> VIP Value Strategies </R>
<R> Initial Class </R>	<R> 14.13% </R>	<R> -- </R>	<R> 13.18% ^K </R>
<R> Russell Midcap Value Index </R>	<R> 23.71% </R>	<R> -- </R>	<R> 16.21% ^K </R>
<R> Lipper Variable Annuity Mid-Cap Funds Average </R>	<R> 15.30% </R>	<R> -- </R>	<R> -- </R>

<R> ^A From December 27, 2000. </R>

<R> ^B From January 3, 1995. </R>

<R> ^C From September 25, 2000. </R>

<R> ^D From December 31, 1996. </R>

<R> ^E From December 11, 2002. </R>

<R> ^F From December 28, 1998. </R>

<R> ^G From November 6, 2002. </R>

<R> ^H From December 23, 2003. </R>

<R> ^K From February 20, 2002. </R>

<R> The returns shown above are for Initial Class of each fund, which are not available through this prospectus. Investor Class would have substantially similar annual returns to Initial Class because the classes are invested in the same portfolio of securities. Investor Class returns will be lower than Initial Class returns to the extent that Investor Class has higher expenses. </R>

If FMR were to reimburse certain expenses, returns would be higher during these periods.

Standard & Poor's 500 Index (S&P 500) is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Standard & Poor's MidCap 400 Index (S&P MidCap 400) is a market capitalization-weighted index of 400 medium-capitalization stocks chosen for market size, liquidity, and industry group representation.

Russell 1000 ^® Value Index is a market capitalization-weighted index of those stocks of the 1,000 largest U.S. domiciled companies that exhibit value-oriented characteristics.

Russell 1000 Growth Index is a market capitalization-weighted index of those stocks of the 1,000 largest U.S. domiciled companies that exhibit growth-oriented characteristics.

Russell 3000 ^® Growth Index is a market capitalization-weighted index of those stocks of the 3,000 largest U.S. domiciled companies that exhibit growth-oriented characteristics.

Russell 3000 Value Index is a market capitalization-weighted index of those stocks of the 3,000 largest U.S. domiciled companies that exhibit value-oriented characteristics.

Russell Midcap Growth Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000 Index that exhibit growth-oriented characteristics. The Russell 1000 Index comprises the 1,000 largest U.S. domiciled companies.

Russell Midcap Value Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000 Index that exhibit value-oriented characteristics. The Russell 1000 Index comprises the 1,000 largest U.S. domiciled companies.

Lehman Brothers Aggregate Bond Index is a market value-weighted index of taxable investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. The index is designed to represent the performance of the U.S. investment-grade fixed-rate bond market.

Merrill Lynch ^® U.S. High Yield Master II Index is a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default.

Prospectus

Fund Summary - continued

Fidelity Strategic Income Composite Index is a hypothetical representation of the performance of VIP Strategic Income's four general investment categories according to their respective weighting in the fund's neutral mix (40% high yield, 30% U.S. Government and investment-grade, 15% foreign developed markets, and 15% emerging markets). The following indexes are used to represent VIP Strategic Income's investment categories when calculating the composite index: high yield - the Merrill Lynch U.S. High Yield Master II Index, U.S. Government and investment-grade - the Lehman Brothers Government Bond Index, foreign developed markets - the Citigroup Non-U.S. Group of 7 Index - Equally Weighted Unhedged, and emerging markets - the J.P. Morgan Emerging Markets Bond Index Global (J.P. Morgan EMBI Global).

Fidelity Balanced 60/40 Composite Index is a hypothetical representation of the performance of VIP Balanced's general investment categories using a weighting of 60% equity and 40% bond. The following indexes are used to represent VIP Balanced's investment categories when calculating the composite index: equity - the S&P 500, and bond - the Lehman Brothers Aggregate Bond Index.

Fidelity Asset Manager Composite Index is a hypothetical representation of the performance of VIP Asset Manager's three asset classes according to their respective weightings in the fund's neutral mix (50% stocks, 40% bonds, and 10% short-term/money market instruments). The following indexes are used to represent VIP Asset Manager's asset classes when calculating the composite index: stocks - the S&P 500, bonds - the Lehman Brothers Aggregate Bond Index, and short-term/money market instruments - the Lehman Brothers 3-Month Treasury Bill Index. Prior to January 1, 1997, the Lehman Brothers U.S. Treasury Index was used for the bond class.

Fidelity Asset Manager: Growth Composite Index is a hypothetical representation of the performance of VIP Asset Manager: Growth's three asset classes according to their respective weightings in the fund's neutral mix (70% stocks, 25% bonds, and 5% short-term/money market instruments). The following indexes are used to represent VIP Asset Manager: Growth's asset classes when calculating the composite index: stocks - the S&P 500, bonds - the Lehman Brothers Aggregate Bond Index, and short-term/money market instruments - the Lehman Brothers 3-Month Treasury Bill Index. Prior to January 1, 1997, the Lehman Brothers U.S. Treasury Index was used for the bond class.

Dow Jones Wilshire Real Estate Securities Index ^SM is a float-adjusted market capitalization-weighted index of publicly traded real estate securities such as real estate investment trusts (REITs) and real estate operating companies (REOCs).

J.P. Morgan Emerging Markets Bond Index Global (J.P. Morgan EMBI Global) is a market value-weighted index of U.S. dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by emerging markets' sovereign and quasi-sovereign entities. The index covers various emerging markets countries.

Citigroup Non-U.S. Group of 7 Index - Equally Weighted Unhedged is a market value-weighted index that is designed to represent the unhedged performance of Japan, Germany, France, Britain, Italy, and Canada (the Group of 7, excluding the United States). Issues included in the index have fixed-rate coupons and maturities of one year or more.

Lehman Brothers 3-Month Treasury Bill Index is a market value-weighted index of investment-grade fixed-rate public obligations of the U.S. Treasury with maturities of 3 months. It excludes zero coupon strips.

Lehman Brothers U.S. Treasury Index is a market value-weighted index of investment-grade fixed-rate public obligations of the U.S. Treasury with maturities of one year or more.

Lehman Brothers Government Bond Index is a market value-weighted index of U.S. Treasury and government agency fixed-rate debt securities with maturities of one year or more.

Each Lipper Funds Average reflects the performance (excluding sales charges) of mutual funds with similar objectives.

Fee Table

The following table describes the fees and expenses that are incurred, directly or indirectly, when a variable product owner buys, holds, or redeems interests in a separate account that invests in a class of a fund, but does not reflect the effect of any fees or other expenses of any variable annuity or variable life insurance product. The annual class operating expenses provided below for Investor Class are based on estimated expenses.

Prospectus

Fees (paid by the variable product owner directly)

	<R> Investor Class </R>
<R> Sales charge (load) on purchases and reinvested distributions </R>	<R> Not Applicable </R>
<R> Deferred sales charge (load) on redemptions </R>	<R> Not Applicable </R>

Annual operating expenses (paid from class assets)

		<R> Investor Class </R>
<R> VIP Aggressive Growth </R>	<R> Management fee </R>	<R> 0.62% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.83% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 1.45% </R>
<R> VIP Asset Manager </R>	<R> Management fee </R>	<R> 0.53% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.23% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.76% </R>
<R> VIP Asset Manager: Growth </R>	<R> Management fee </R>	<R> 0.58% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.27% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.85% </R>
<R> VIP Balanced </R>	<R> Management fee </R>	<R> 0.42% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.25% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.67% </R>
<R> VIP Contrafund </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.22% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.79% </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> Management fee </R>	<R> 0.58% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.45% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 1.03% </R>
<R> VIP Equity-Income </R>	<R> Management fee </R>	<R> 0.47% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.22% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.69% </R>
<R> VIP Growth </R>	<R> Management fee </R>	<R> 0.58% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.21% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.79% </R>
<R> VIP Growth & Income </R>	<R> Management fee </R>	<R> 0.47% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.24% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.71% </R>
<R> VIP Growth Opportunities </R>	<R> Management fee </R>	<R> 0.58% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.25% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.83% </R>
<R> VIP Growth Stock </R>	<R> Management fee </R>	<R> 0.58% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.98% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 1.56% </R>
<R> VIP High Income </R>	<R> Management fee </R>	<R> 0.58% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.20% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.78% </R>
<R> VIP Investment Grade Bond </R>	<R> Management fee </R>	<R> 0.43% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.18% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.61% </R>
<R> VIP Mid Cap </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.25% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.82% </R>
<R> VIP Money Market </R>	<R> Management fee </R>	<R> 0.20% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.14% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.34% </R>
<R> VIP Real Estate </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.31% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.88% </R>
<R> VIP Strategic Income </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.32% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.89% </R>
<R> VIP Value </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 1.52% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 2.09% </R>
<R> VIP Value Leaders </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 1.09% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 1.66% </R>
<R> VIP Value Strategies </R>	<R> Management fee </R>	<R> 0.57% </R>
	<R> Distribution and/or Service (12b-1) fees </R>	<R> None </R>
	<R> Other expenses ^A </R>	<R> 0.25% </R>
	<R> Total annual class operating expenses ^B </R>	<R> 0.82% </R>

^A Based on estimated expenses for the current fiscal year.

^B FMR has voluntarily agreed to reimburse Investor Class of each fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), as a percentage of their respective average net assets, exceed the following rates:

	Investor Class	Effective Date
<R> VIP Aggressive Growth </R>	<R> 1.05% </R>	<R> 7/21/05 </R>
<R> VIP Asset Manager </R>	<R> 0.95% </R>	<R> 7/21/05 </R>
<R> VIP Asset Manager: Growth </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Balanced </R>	<R> 0.85% </R>	<R> 7/21/05 </R>
<R> VIP Contrafund </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Equity-Income </R>	<R> 0.90% </R>	<R> 7/21/05 </R>
<R> VIP Growth </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Growth & Income </R>	<R> 0.90% </R>	<R> 7/21/05 </R>
<R> VIP Growth Opportunities </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Growth Stock </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP High Income </R>	<R> 0.85% </R>	<R> 7/21/05 </R>
<R> VIP Investment Grade Bond </R>	<R> 0.65% </R>	<R> 7/21/05 </R>
<R> VIP Mid Cap </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Money Market </R>	<R> 0.50% </R>	<R> 7/21/05 </R>
<R> VIP Real Estate </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Strategic Income </R>	<R> 0.85% </R>	<R> 7/21/05 </R>
<R> VIP Value </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Value Leaders </R>	<R> 1.00% </R>	<R> 7/21/05 </R>
<R> VIP Value Strategies </R>	<R> 1.00% </R>	<R> 7/21/05 </R>

These arrangements may be discontinued by FMR at any time.

Prospectus

Fund Summary - continued

This example helps compare the cost of investing in the funds with the cost of investing in other mutual funds.

Let's say, hypothetically, that Investor Class's annual return is 5% and that the fees and Investor Class's annual operating expenses are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. This example does not reflect the effect of any fees or other expenses of any variable annuity or variable life insurance product. If these fees and expenses were included, overall expenses would be higher. For every $10,000 invested, here's how much a variable product owner would pay in total expenses if all interests in the separate account that invests in a class of a fund were redeemed at the end of each time period indicated:

		<R> Investor Class </R>
<R> VIP Aggressive Growth </R>	<R> 1 year </R>	<R> $ 148 </R>
	<R> 3 years </R>	<R> $ 459 </R>
	<R> 5 years </R>	<R> $ 792 </R>
	<R> 10 years </R>	<R> $ 1,735 </R>
<R> VIP Asset Manager </R>	<R> 1 year </R>	<R> $ 78 </R>
	<R> 3 years </R>	<R> $ 243 </R>
	<R> 5 years </R>	<R> $ 422 </R>
	<R> 10 years </R>	<R> $ 942 </R>
<R> VIP Asset Manager: Growth </R>	<R> 1 year </R>	<R> $ 87 </R>
	<R> 3 years </R>	<R> $ 271 </R>
	<R> 5 years </R>	<R> $ 471 </R>
	<R> 10 years </R>	<R> $ 1,049 </R>
<R> VIP Balanced </R>	<R> 1 year </R>	<R> $ 68 </R>
	<R> 3 years </R>	<R> $ 214 </R>
	<R> 5 years </R>	<R> $ 373 </R>
	<R> 10 years </R>	<R> $ 835 </R>
<R> VIP Contrafund </R>	<R> 1 year </R>	<R> $ 81 </R>
	<R> 3 years </R>	<R> $ 252 </R>
	<R> 5 years </R>	<R> $ 439 </R>
	<R> 10 years </R>	<R> $ 978 </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> 1 year </R>	<R> $ 105 </R>
	<R> 3 years </R>	<R> $ 328 </R>
	<R> 5 years </R>	<R> $ 569 </R>
	<R> 10 years </R>	<R> $ 1,259 </R>
<R> VIP Equity-Income </R>	<R> 1 year </R>	<R> $ 70 </R>
	<R> 3 years </R>	<R> $ 221 </R>
	<R> 5 years </R>	<R> $ 384 </R>
	<R> 10 years </R>	<R> $ 859 </R>
<R> VIP Growth </R>	<R> 1 year </R>	<R> $ 81 </R>
	<R> 3 years </R>	<R> $ 252 </R>
	<R> 5 years </R>	<R> $ 439 </R>
	<R> 10 years </R>	<R> $ 978 </R>
<R> VIP Growth & Income </R>	<R> 1 year </R>	<R> $ 73 </R>
	<R> 3 years </R>	<R> $ 227 </R>
	<R> 5 years </R>	<R> $ 395 </R>
	<R> 10 years </R>	<R> $ 883 </R>
<R> VIP Growth Opportunities </R>	<R> 1 year </R>	<R> $ 85 </R>
	<R> 3 years </R>	<R> $ 265 </R>
	<R> 5 years </R>	<R> $ 460 </R>
	<R> 10 years </R>	<R> $ 1,025 </R>
<R> VIP Growth Stock </R>	<R> 1 year </R>	<R> $ 159 </R>
	<R> 3 years </R>	<R> $ 493 </R>
	<R> 5 years </R>	<R> $ 850 </R>
	<R> 10 years </R>	<R> $ 1,856 </R>
<R> VIP High Income </R>	<R> 1 year </R>	<R> $ 80 </R>
	<R> 3 years </R>	<R> $ 249 </R>
	<R> 5 years </R>	<R> $ 433 </R>
	<R> 10 years </R>	<R> $ 966 </R>
<R> VIP Investment Grade Bond </R>	<R> 1 year </R>	<R> $ 62 </R>
	<R> 3 years </R>	<R> $ 195 </R>
	<R> 5 years </R>	<R> $ 340 </R>
	<R> 10 years </R>	<R> $ 762 </R>
<R> VIP Mid Cap </R>	<R> 1 year </R>	<R> $ 84 </R>
	<R> 3 years </R>	<R> $ 262 </R>
	<R> 5 years </R>	<R> $ 455 </R>
	<R> 10 years </R>	<R> $ 1,014 </R>
<R> VIP Money Market </R>	<R> 1 year </R>	<R> $ 35 </R>
	<R> 3 years </R>	<R> $ 109 </R>
	<R> 5 years </R>	<R> $ 191 </R>
	<R> 10 years </R>	<R> $ 431 </R>
<R> VIP Real Estate </R>	<R> 1 year </R>	<R> $ 90 </R>
	<R> 3 years </R>	<R> $ 281 </R>
	<R> 5 years </R>	<R> $ 488 </R>
	<R> 10 years </R>	<R> $ 1,084 </R>
<R> VIP Strategic Income </R>	<R> 1 year </R>	<R> $ 91 </R>
	<R> 3 years </R>	<R> $ 284 </R>
	<R> 5 years </R>	<R> $ 493 </R>
	<R> 10 years </R>	<R> $ 1,096 </R>
<R> VIP Value </R>	<R> 1 year </R>	<R> $ 212 </R>
	<R> 3 years </R>	<R> $ 655 </R>
	<R> 5 years </R>	<R> $ 1,124 </R>
	<R> 10 years </R>	<R> $ 2,421 </R>
<R> VIP Value Leaders </R>	<R> 1 year </R>	<R> $ 169 </R>
	<R> 3 years </R>	<R> $ 523 </R>
	<R> 5 years </R>	<R> $ 902 </R>
	<R> 10 years </R>	<R> $ 1,965 </R>
<R> VIP Value Strategies </R>	<R> 1 year </R>	<R> $ 84 </R>
	<R> 3 years </R>	<R> $ 262 </R>
	<R> 5 years </R>	<R> $ 455 </R>
	<R> 10 years </R>	<R> $ 1,014 </R>

Prospectus

Fund Basics

Investment Details

Investment Objective

VIP Aggressive Growth Portfolio seeks capital appreciation.

Principal Investment Strategies

Fidelity Management & Research Company (FMR) normally invests the fund's assets primarily in common stocks.

FMR normally invests the fund's assets in companies it believes offer the potential for accelerated earnings or revenue growth.

Companies with high growth potential tend to be companies with higher than average price/earnings (P/E) or price/book (P/B) ratios. Companies with strong growth potential often have new products, technologies, distribution channels, or other opportunities, or have a strong industry or market position. The stocks of these companies are often called "growth" stocks.

Although FMR focuses on investing the fund's assets in securities issued by medium-sized companies, FMR may also make substantial investments in securities issued by larger or smaller companies.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates, and management.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values. If FMR's strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

VIP Asset Manager Portfolio seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Principal Investment Strategies

FMR allocates the fund's assets among the following classes, or types, of investments. The stock class includes equity securities of all types. The bond class includes all varieties of fixed-income securities, including lower-quality debt securities, maturing in more than one year. The short-term/money market class includes all types of short-term and money market instruments.

FMR may use its judgment to place a security in the most appropriate class based on its investment characteristics. Fixed-income securities may be classified in the bond or short-term/money market class according to interest rate sensitivity as well as maturity. FMR may invest the fund's assets in these classes by investing in other funds. FMR may also invest the fund's assets in other instruments that do not fall within these classes.

FMR has the ability to allocate the fund's assets within specified ranges. The fund's neutral mix represents the benchmark for its combination of investments in each asset class over time. FMR may change the neutral mix from time to time. The approximate neutral mix and range for each asset class are shown in the following chart:

FMR will not try to pinpoint the precise moment when a major reallocation should be made. Instead, FMR regularly reviews the fund's allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund's objective.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR generally analyzes the issuer of a security using fundamental factors (e.g., growth potential, earnings estimates, and management) and/or quantitative factors (e.g., historical earnings, dividend yield, and earnings per share) and evaluates each security's current price relative to its estimated long-term value.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts, swaps, and exchange traded funds, to increase or decrease the fund's exposure to changing security prices, interest rates, or other factors that affect security values. FMR may invest in funds managed by an affiliate of FMR that do not pay a management fee and are offered to other Fidelity funds. The investment results of the portions of the fund's assets invested in these other funds will be based upon the investment results of those funds. If FMR's strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

VIP Asset Manager: Growth Portfolio seeks to maximize total return by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

Prospectus

Fund Basics - continued

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Balanced Portfolio seeks income and capital growth consistent with reasonable risk.

Principal Investment Strategies

FMR manages the fund to maintain a balance between stocks and bonds. When FMR's outlook is neutral, it will invest approximately 60% of the fund's assets in stocks and other equity securities and the remainder in bonds and other debt securities, including lower-quality debt securities. FMR may vary from this target if it believes stocks or bonds offer more favorable opportunities, but will always invest at least 25% of the fund's total assets in fixed-income senior securities (including debt securities and preferred stock).

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. With respect to the fund's equity investments, at any given time FMR may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the fund, FMR generally analyzes the issuer of a security using fundamental factors (e.g., growth potential, earnings estimates, and management) and evaluates each security's current price relative to its estimated long-term value.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts, swaps, and exchange traded funds, to increase or decrease the fund's exposure to changing security prices, interest rates, or other factors that affect security values. FMR may invest the fund's assets in investment-grade debt securities by investing in other funds. If FMR's strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

VIP Contrafund Portfolio seeks long-term capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR invests the fund's assets in securities of companies whose value it believes is not fully recognized by the public. The types of companies in which the fund may invest include companies experiencing positive fundamental change, such as a new management team or product launch, a significant cost-cutting initiative, a merger or acquisition, or a reduction in industry capacity that should lead to improved pricing; companies whose earnings potential has increased or is expected to increase more than generally perceived; companies that have enjoyed recent market popularity but which appear to have fallen temporarily out of favor for reasons that are considered non-recurring or short-term; and companies that are undervalued in relation to securities of other companies in the same industry.

Prospectus

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any given time, FMR may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the fund, FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates, and management.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Dynamic Capital Appreciation Portfolio seeks capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

Principal Investment Strategies

FMR normally invests at least 80% of the fund's assets in equity securities. FMR normally invests the fund's assets primarily in income-producing equity securities. FMR may also invest the fund's assets in other types of equity securities and debt securities, including lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR's emphasis on above-average income-producing equity securities tends to lead to investments in large cap "value" stocks. However, FMR is not constrained by any particular investment style. In buying and selling securities for the fund, FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates, and management.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Growth Portfolio seeks to achieve capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR invests the fund's assets in companies it believes have above-average growth potential. Growth may be measured by factors such as earnings or revenue.

Companies with high growth potential tend to be companies with higher than average P/E or P/B ratios. Companies with strong growth potential often have new products, technologies, distribution channels, or other opportunities, or have a strong industry or market position. The stocks of these companies are often called "growth" stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Prospectus

Fund Basics - continued

Investment Objective

VIP Growth & Income Portfolio seeks high total return through a combination of current income and capital appreciation.

Principal Investment Strategies

FMR normally invests a majority of the fund's assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation. FMR may also invest the fund's assets in bonds, including lower-quality debt securities, as well as stocks that are not currently paying dividends, but offer prospects for future income or capital appreciation.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Growth Opportunities Portfolio seeks to provide capital growth.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Growth Stock Portfolio seeks capital appreciation.

Principal Investment Strategies

FMR normally invests at least 80% of the fund's assets in stocks. FMR normally invests the fund's assets primarily in common stocks.

FMR invests the fund's assets in companies it believes have above-average growth potential. Growth may be measured by factors such as earnings or revenue.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

Because the fund is considered non-diversified, FMR may invest a significant percentage of the fund's assets in a single issuer.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP High Income Portfolio seeks a high level of current income, while also considering growth of capital.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in income-producing debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities. Many lower-quality debt securities are subject to legal or contractual restrictions limiting FMR's ability to resell the securities to the general public. FMR may also invest the fund's assets in non-income producing securities, including defaulted securities and common stocks. FMR currently intends to limit common stocks to 10% of the fund's total assets. FMR may invest in companies whose financial condition is troubled or uncertain and that may be involved in bankruptcy proceedings, reorganizations, or financial restructurings.

Prospectus

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include a security's structural features and current price compared to its long-term value, and the earnings potential, credit standing, and management of the security's issuer.

<R>In addition to the principal investment strategies discussed above, FMR may use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices, interest rates, or other factors that affect security values. FMR may invest the fund's assets in investment-grade debt securities by investing in other funds. If FMR's strategies do not work as intended, the fund may not achieve its objective. </R>

<R> Investment Objective </R>

VIP Investment Grade Bond Portfolio seeks as high a level of current income as is consistent with the preservation of capital.

Principal Investment Strategies

FMR normally invests at least 80% of the fund's assets in investment-grade debt securities (those of medium and high quality) of all types and repurchase agreements for those securities.

<R>FMR uses an index that represents the market for the types of securities in which the fund invests as a guide in structuring the fund and selecting its investments. FMR manages the fund to have similar overall interest rate risk to the index. As of December 31, 2004, FMR was using the Lehman Brothers Aggregate Bond Index in managing the fund's investments. As of December 31, 2004, the fund's dollar-weighted average maturity was approximately 4.9 years and the index's dollar-weighted average maturity was approximately 7.1 years. In determining a security's maturity for purposes of calculating the fund's average maturity, an estimate of the average time for its principal to be paid may be used. This can be substantially shorter than its stated maturity.</R>

FMR allocates the fund's assets among different market sectors (for example, corporate or government securities) and different maturities based on its view of the relative value of each sector or maturity.

In buying and selling securities for the fund, FMR analyzes a security's structural features and current price compared to its estimated long-term value, any short-term trading opportunities resulting from market inefficiencies, and the credit quality of its issuer.

FMR may also invest up to 10% of the fund's assets in lower-quality debt securities.

To earn additional income for the fund, FMR may use a trading strategy that involves selling (or buying) mortgage securities and simultaneously agreeing to purchase (or sell) mortgage securities on a later date at a set price. This trading strategy may increase interest rate exposure and result in an increased portfolio turnover rate which increases transaction costs and may increase taxable gains.

In addition to the principal investment strategies discussed above, FMR may use various techniques, such as buying and selling futures contracts, swaps, and exchange traded funds, to increase or decrease the fund's exposure to changing security prices, interest rates, or other factors that affect security values. FMR may invest the fund's assets in investment-grade and lower-quality debt securities by investing in other funds. FMR may invest in funds managed by an affiliate of FMR that do not pay a management fee and are offered to other Fidelity funds. The investment results of the portions of the fund's assets invested in these other funds will be based upon the investment results of those funds. If FMR's strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

VIP Mid Cap Portfolio seeks long-term growth of capital.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR normally invests at least 80% of the fund's assets in securities of companies with medium market capitalizations. Although a universal definition of medium market capitalization companies does not exist, for purposes of this fund, FMR generally defines medium market capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell Midcap Index or the S&P MidCap 400. A company's market capitalization is based on its current market capitalization or its market capitalization at the time of the fund's investment. Companies whose capitalization no longer meets this definition after purchase continue to be considered to have a medium market capitalization for purposes of the 80% policy. The size of the companies in each index changes with market conditions and the composition of the index. FMR may also invest the fund's assets in companies with smaller or larger market capitalizations.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

Prospectus

Fund Basics - continued

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Money Market Portfolio seeks as high a level of current income as is consistent with preservation of capital and liquidity.

Principal Investment Strategies

FMR invests the fund's assets in U.S. dollar-denominated money market securities of domestic and foreign issuers and repurchase agreements. FMR also may enter into reverse repurchase agreements for the fund.

FMR will invest more than 25% of the fund's total assets in the financial services industries.

In buying and selling securities for the fund, FMR complies with industry-standard regulatory requirements for money market funds regarding the quality, maturity, and diversification of the fund's investments. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.

Investment Objective

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR normally invests at least 80% of the fund's assets in securities of companies principally engaged in the real estate industry and other real estate related investments. Companies in the real estate industry and real estate related investments may include, for example, real estate investment trusts (REITs) that either own properties or make construction or mortgage loans, real estate developers, companies with substantial real estate holdings, and other companies whose products and services are related to the real estate industry, such as building supply manufacturers, mortgage lenders, or mortgage servicing companies.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

Because the fund is considered non-diversified, FMR may invest a significant percentage of the fund's assets in a single issuer.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Strategic Income Portfolio seeks a high level of current income. The fund may also seek capital appreciation.

Principal Investment Strategies

FMR expects to invest the fund's assets primarily in debt securities, including lower-quality debt securities, allocated among four general investment categories: high yield securities, U.S. Government and investment-grade securities, emerging market securities, and foreign developed market securities. FMR may also invest the fund's assets in equity securities.

The fund's neutral mix, or the benchmark for its combination of investments in each category over time, is approximately 40% high yield, 30% U.S. Government and investment-grade, 15% emerging markets, and 15% foreign developed markets. In normal market environments, FMR expects the fund's asset allocation to approximate the neutral mix within a range of plus or minus 10% of assets per category, although there are no absolute limits on the percent of assets invested in each category. FMR regularly reviews the fund's allocation and makes changes gradually over time to favor investments that it believes provide the most favorable outlook for achieving the fund's objective. By allocating investments across different types of fixed-income securities, FMR attempts to moderate the significant risks of each category through diversification.

The high yield category includes high-yielding, lower-quality debt securities consisting mainly of U.S. securities. The U.S. Government and investment-grade category includes mortgage securities, U.S. Government securities, and other investment-grade U.S. dollar-denominated securities. The emerging market category includes corporate and government securities of any quality if issuers located in emerging markets. The foreign developed market category includes corporate and government securities of any quality of issuers located in developed foreign markets.

Because the fund is considered non-diversified, FMR may invest a significant percentage of the fund's assets in a single issuer.

In buying and selling securities for the fund, FMR generally analyzed a security's structural features and current price compared to its long-term value. In selecting foreign securities, FMR's analysis also considers the credit, currency, and economic risks associated with the security and the country of its issuer. FMR may also consider an issuer's potential for success in light of its current financial condition, its industry position, and economic and market conditions.

Prospectus

In addition to the principal investment strategies discussed above, FMR may use various techniques, such as buying and selling futures contracts, swaps, and exchange traded funds, to increase or decrease the fund's exposure to changing security prices, interest rates, or other factors that affect security values. FMR may invest the fund's assets in investment-grade and lower-quality debt securities by investing in other funds. FMR may invest in a fund managed by an affiliate of FMR that does not pay a management fee and is offered to other Fidelity funds. The investment results of the portion of the fund's assets invested in this other fund will be based upon the investment results of that fund. If FMR's strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

VIP Value Portfolio seeks capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR invests in securities of companies that it believes are undervalued in the marketplace in relation to factors such as the company's assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry. FMR considers traditional and other measures of value such as P/B ratio, price/sales (P/S) ratio, P/E ratio, and the discounted value of a company's projected future free cash flows. The types of companies in which the fund may invest include companies experiencing positive fundamental change, such as a new management team or product launch, a significant cost-cutting initiative, a merger or acquisition, or a reduction in industry capacity that should lead to improved pricing; companies whose earnings potential has increased or is expected to increase more than generally perceived; and companies that have enjoyed recent market popularity but which appear to have temporarily fallen out of favor for reasons that are considered non-recurring or short-term.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Value Leaders Portfolio seeks capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks of well-known and established companies.

FMR normally invests at least 80% of the fund's assets in blue chip companies. Blue chip companies include companies whose stock is included in the S&P 500 or the DJIA, and companies with market capitalizations of at least $1 billion if not included in either index. A company's market capitalization is based on its current market capitalization or its market capitalization at the time of the fund's investment.

FMR invests in securities of companies that it believes are undervalued in the marketplace in relation to factors such as the company's assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry. FMR considers traditional and other measures of value such as P/B ratio, P/S ratio, P/E ratio, earnings relative to enterprise value (the total value of a company's outstanding equity and debt), and the discounted value of a company's projected future free cash flows. The types of companies in which the fund may invest include companies experiencing positive fundamental change, such as a new management team or product launch, a significant cost-cutting initiative, a merger or acquisition, or a reduction in industry capacity that should lead to improved pricing; companies whose earnings potential has increased or is expected to increase more than generally perceived; and companies that have enjoyed recent market popularity but which appear to have temporarily fallen out of favor for reasons that are considered non-recurring or short-term.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

Because the fund is considered non-diversified, FMR may invest a significant percentage of the fund's assets in a single issuer.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Investment Objective

VIP Value Strategies Portfolio seeks capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR focuses on securities of companies that it believes are undervalued in the marketplace in relation to factors such as the company's assets, sales, earnings, or growth potential. Companies with these characteristics tend to have lower than average P/B, P/S, or P/E ratios. The stocks of these companies are often called "value" stocks.

Prospectus

Fund Basics - continued

Although FMR focuses on investing the fund's assets in securities issued by medium-sized companies, FMR may also make substantial investments in securities issued by larger or smaller companies.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold at a discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, mortgage and other asset-backed securities, loans and loan participations, and other securities that FMR believes have debt-like characteristics, including hybrids and synthetic securities.

Money market securities are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the security's maturity. Money market securities include bank certificates of deposit, bankers' acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities. Certain issuers of U.S. Government securities, including Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury.

A repurchase agreement is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed-upon price.

Principal Investment Risks

Many factors affect each fund's performance.

A fund's yield, as applicable, will change daily based on changes in interest rates and other market conditions.

Although the money market fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a major increase in interest rates or a decrease in the credit quality of the issuer of one of the fund's investments could cause the fund's share price to decrease.

<R>A fund's (other than a money market fund) share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A fund's reaction to these developments will be affected by the types and maturities of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. Because FMR concentrates VIP Real Estate's investments in a particular industry, the fund's performance could depend heavily on the performance of that industry and could be more volatile than the performance of less concentrated funds. Because FMR may invest a significant percentage of VIP Growth Stock's, VIP Real Estate's, VIP Strategic Income's, and VIP Value Leaders' assets in a single issuer, the fund's performance could be closely tied to that one issuer and could be more volatile than the performance of more diversified funds. When a shareholder sells shares they may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money.</R>

The following factors can significantly affect a fund's performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole.

Interest Rate Changes. Debt and money market securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt or money market security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities, mortgage securities , and the securities of issuers in the financial services sector can be more sensitive to interest rate changes. In other words, the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates.

Prospectus

Foreign Exposure. Issuers located in foreign countries and entities providing credit support or a maturity-shortening structure that are located in foreign countries can involve increased risks. Extensive public information about the issuer or provider may not be available and unfavorable political, economic, or governmental developments could affect the value of the security.

Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Investing in emerging markets can involve risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of economic development; political stability; market depth, infrastructure, and capitalization; and regulatory oversight can be less than in more developed markets. Emerging market economies can be subject to greater social, economic, regulatory, and political uncertainties. All of these factors can make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.

Financial Services Exposure. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the financial services sector can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.

Industry Concentration. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single industry, and the securities of companies in that industry could react similarly to these or other developments.

The real estate industry is particularly sensitive to economic downturns. The value of securities of issuers in the real estate industry can be affected by changes in real estate values and rental income, property taxes, interest rates, and tax and regulatory requirements. In addition, the value of a REIT can depend on the structure of and cash flow generated by the REIT.

Prepayment. Many types of debt securities, including mortgage securities, are subject to prepayment risk. Prepayment risk occurs when the issuer of a security can repay principal prior to the security's maturity. Securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. In addition, the potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can affect a security's or instrument's credit quality or value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. Lower-quality debt securities can be thinly traded or have restrictions on resale, making them difficult to sell at an acceptable price. The default rate for lower-quality debt securities is likely to be higher during economic recessions or periods of high interest rates.

"Growth" Investing. "Growth" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. "Growth" stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result, "growth" stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks.

"Value" Investing. "Value" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. "Value" stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, "value" stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Mid Cap Investing. The value of securities of medium size, less well-known issuers can be more volatile than that of relatively larger issuers and can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks.

<R>In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect a fund's performance and the fund may not achieve its investment objective.</R>

Fundamental Investment Policies

The policies discussed below are fundamental, that is, subject to change only by shareholder approval.

VIP Aggressive Growth Portfolio seeks capital appreciation.

Prospectus

Fund Basics - continued

VIP Asset Manager Portfolio seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

VIP Asset Manager: Growth Portfolio seeks to maximize total return by allocating its assets among stocks, bonds, short-term instruments, and other investments.

VIP Balanced Portfolio seeks income and capital growth consistent with reasonable risk.

VIP Contrafund Portfolio seeks long-term capital appreciation.

VIP Dynamic Capital Appreciation Portfolio seeks capital appreciation.

VIP Equity-Income Portfolio seeks reasonable income by investing primarily in income-producing equity securities. In choosing these securities, the fund will also consider the potential for capital appreciation. The fund's goal is to achieve a yield which exceeds the composite yield on the securities comprising the S&P 500.

VIP Growth Portfolio seeks to achieve capital appreciation.

VIP Growth & Income Portfolio seeks high total return through a combination of current income and capital appreciation.

VIP Growth Opportunities Portfolio seeks to provide capital growth.

VIP Growth Stock Portfolio seeks capital appreciation.

<R> VIP High Income Portfolio seeks a high level of current income, while also considering growth of capital.</R>

<R> VIP Investment Grade Bond Portfolio seeks as high a level of current income as is consistent with the preservation of capital.</R>

VIP Mid Cap Portfolio seeks long-term growth of capital.

VIP Money Market Portfolio seeks as high a level of current income as is consistent with preservation of capital and liquidity by investing in money market instruments.

VIP Real Estate Portfolio seeks above-average income and long-term capital growth, consistent with reasonable investment risk, by investing primarily in the equity securities of companies in the real estate industry. The fund seeks to provide a yield that exceeds the composite yield of the S&P 500.

VIP Strategic Income Portfolio seeks a high level of current income. The fund may also seek capital appreciation.

VIP Value Portfolio seeks capital appreciation.

VIP Value Leaders Portfolio seeks capital appreciation.

VIP Value Strategies Portfolio seeks capital appreciation.

Shareholder Notice

The following policies are subject to change only upon 60 days' prior notice to shareholders:

VIP Mid Cap Portfolio normally invests at least 80% of its assets in securities of companies with medium market capitalizations.

<R> VIP Growth Stock Portfolio normally invests at least 80% of its assets in stocks.</R>

<R> VIP Equity-Income Portfolio normally invests at least 80% of its assets in equity securities.</R>

VIP Real Estate Portfolio normally invests at least 80% of its assets in securities of companies principally engaged in the real estate industry and other real estate related investments.

VIP Investment Grade Bond Portfolio normally invests at least 80% of its assets in investment-grade debt securities of all types and repurchase agreements for those securities.

Valuing Shares

Each fund is open for business each day the New York Stock Exchange (NYSE) is open.

A class's net asset value per share (NAV) is the value of a single share. Fidelity normally calculates Investor Class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV may be calculated earlier if trading on the NYSE is restricted or as permitted by the Securities and Exchange Commission (SEC). Each fund's assets are valued as of this time for the purpose of computing Investor Class's NAV.

To the extent that each fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of a fund's assets may not occur on days when the fund is open for business.

The money market fund's assets are valued on the basis of amortized cost.

Each fund's (other than the money market fund's) assets are valued primarily on the basis of market quotations, official closing prices, or on the basis of information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service is not readily available or does not accurately reflect fair value for a security or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security will be valued by another method that the Board of Trustees believes accurately reflects fair value in accordance with the Board's fair value pricing policies. For example, arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market but prior to the close of the U.S. market. Fair value pricing may be used for high yield debt and floating rate loans when available pricing information is stale or is determined for other reasons not to accurately reflect fair value. To the extent a fund invests in other open-end funds, the fund will calculate its NAV using the NAV of the underlying funds in which it invests as described in the underlying funds' prospectuses. A fund may invest in other Fidelity funds that use the same fair value pricing policies as the fund or in Fidelity money market funds. A security's valuation may differ depending on the method used for determining value. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the fund's NAV by short-term traders. While each fund (other than the money market fund) has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Prospectus

Shareholder Information

Buying and Selling Shares

Insurance companies offer variable annuity and variable life insurance products through separate accounts. Separate accounts - not variable product owners - are the shareholders of the funds. Variable product owners hold interests in separate accounts. The terms of the offering of interests in separate accounts are included in the variable annuity or variable life insurance product prospectus.

Only separate accounts of insurance companies and insurance dedicated feeder funds that have signed the appropriate agreements with the funds and other VIP funds for which FMR or an affiliate serves as investment manager can buy or sell shares of the funds.

<R>A fund may reject for any reason, or cancel as permitted or required by law, any purchase orders.</R>

<R>For example, a fund may reject any purchase orders, from market timers or investors that, in FMR's opinion, may be disruptive to that fund.</R>

<R>Frequent purchases and sales of fund shares resulting from purchase, exchange, or withdrawal transactions can harm variable product owners in various ways, including reducing the returns to long-term variable product owners by increasing costs paid by the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares of long-term variable product owners in cases in which fluctuations in markets are not fully priced into the fund's NAV. Accordingly, the Board of Trustees has adopted policies and procedures designed to discourage frequent large-scale purchases and sales of shares at the separate account level for each fund (other than VIP Money Market), but has not adopted policies at the variable product owner level. Purchase and redemption transactions submitted to a fund by insurance company separate accounts reflect the transactions of multiple variable product owners whose individual transactions are not disclosed to the fund. Therefore, a fund generally cannot detect short-term trading by individual variable product owners and relies in large part on the rights, ability, and willingness of insurance companies to detect and deter short-term trading. The funds' policies are separate from, and in addition to, any policies and procedures applicable to variable product owner transactions. The variable annuity or variable life insurance product prospectus will contain a description of the insurance company's policies and procedures, if any, with respect to short-term trading. However, there is the significant risk that the funds' and insurance company's policies and procedures will prove ineffective in whole or in part to detect or prevent frequent trading. A fund may alter its policies at any time without prior notice to shareholders. The funds' Treasurer is authorized to suspend the funds' policies during periods of severe market turbulence or national emergency.</R>

<R>The funds' transfer agent monitors each separate account's daily purchases and sales orders, which reflect the aggregate and net result of all purchase, redemption, and exchange activity of all variable product owners in that separate account. Redemption transactions that are greater than a certain dollar amount, or greater than a certain percentage of the total of the separate account's holdings of a fund, will trigger a review of the separate account's prior history. If, in the opinion of the funds' transfer agent, the history may be consistent with a pattern of disruptive trading by variable product owners, the funds' transfer agent or distributor will notify the insurance company and inquire about the source of the activity. These policies will be applied uniformly to all insurance companies. However, there is no assurance that the insurance company will investigate the activity or stop any activity that proves to be inappropriate. Each fund reserves the right, but does not have the obligation, to reject purchase orders from, or to stop or limit the offering of shares to, insurance company separate accounts. In addition, each fund reserves the right to impose restrictions on purchases at any time or conditions that are more restrictive on disruptive, excessive, or short-term trading than those that are otherwise stated in this prospectus.</R>

FMR anticipates that variable product owners will purchase and sell shares of VIP Money Market frequently because the money market fund is designed to offer investors a liquid cash option. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive or short-term trading of money market fund shares and VIP Money Market accommodates frequent trading.

<R>The price to buy one share of Investor Class is the class's NAV. Investor Class's shares are sold without a sales charge.</R>

Shares will be bought at the next NAV calculated after an order is received in proper form.

Each fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

The price to sell one share of Investor Class is the class's NAV.

<R>If appropriate to protect shareholders, each fund may impose a redemption fee (trading fee) on redemptions from the fund.</R>

Shares will be sold at the next NAV calculated after an order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect a fund.

Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.

Under certain circumstances (for example, at the request of a shareholder), redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of a fund.

Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

Prospectus

Shareholder Information - continued

Each fund offers its shares to separate accounts of insurance companies that may be affiliated or unaffiliated with FMR and/or each other as well as insurance dedicated feeder funds and other VIP funds for which FMR or an affiliate serves as investment manager. Each fund currently does not foresee any disadvantages to variable product owners arising out of the fact that the fund offers its shares to separate accounts of insurance companies that offer variable annuity and variable life insurance products, insurance dedicated feeder funds, and other VIP funds for which FMR or an affiliate serves as investment manager. Nevertheless, the Board of Trustees that oversees each fund intends to monitor events to identify any material irreconcilable conflicts that may possibly arise and to determine what action, if any, should be taken in response.

Variable product owners may be asked to provide additional information in order for Fidelity to verify their identities in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

Dividends and Capital Gain Distributions

Each fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

<R>Each of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies normally pays dividends and capital gain distributions at least annually, in February.</R>

Distributions from VIP Money Market consist primarily of dividends. VIP Money Market normally declares dividends daily and pays them monthly.

<R>Dividends and capital gain distributions will be automatically reinvested in additional shares of the Investor Class of the fund.</R>

Tax Consequences

Variable product owners seeking to understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their variable product, or refer to their variable annuity or variable life insurance product prospectus.

Insurance company separate accounts generally do not pay tax on dividends or capital gain distributions from a fund.

Prospectus

Fund Services

Fund Management

Each fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

FMR is each fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

<R>As of March 31, 2005, FMR had approximately $9.1 billion in discretionary assets under management.</R>

<R>As the manager, FMR has overall responsibility for directing each fund's investments and handling its business affairs.</R>

<R>Affiliates assist FMR with foreign investments: </R>

Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 25 Lovat Lane, London, EC3R 8LL, England, serves as a sub-adviser for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. FMR U.K. was organized in 1986 to provide investment research and advice to FMR. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies.
Fidelity Management & Research (Far East) Inc. (FMR Far East), at Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan, serves as a sub-adviser for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. FMR Far East was organized in 1986 to provide investment research and advice to FMR. FMR Far East may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies.
Fidelity International Investment Advisors (FIIA), at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda, serves as a sub-adviser for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. As of September 28, 2004, FIIA had approximately $17.9 billion in discretionary assets under management. FIIA may provide investment research and advice on issuers based outside the United States for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. For VIP Investment Grade Bond and VIP Money Market, FIIA may provide investment research and advice on issuers based outside the United States, and in particular, will make minimal credit risk and comparable quality determinations for foreign issuers that issue U.S. dollar-denominated securities. FIIA may also provide investment advisory services for VIP Strategic Income.
Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), at 25 Cannon Street, London, EC4M 5TA, England, serves as a sub-adviser for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. As of September 28, 2004, FIIA(U.K.)L had approximately $10.7 billion in discretionary assets under management. FIIA(U.K.)L may provide investment research and advice on issuers based outside the United States for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. For VIP Investment Grade Bond and VIP Money Market, FIIA(U.K.)L may provide investment research and advice on issuers based outside the United States, and in particular, will make minimal credit risk and comparable quality determinations for foreign issuers that issue U.S. dollar-denominated securities. FIIA(U.K.)L may also provide investment advisory services for VIP Strategic Income.
<R>Fidelity Investments Japan Limited (FIJ), at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo, Japan 105-6019, serves as a sub-adviser for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. As of September 28, 2004, FIJ had approximately $42.1 billion in discretionary assets under management. FIJ may provide investment research and advice on issuers based outside the United States and may also provide investment advisory and order execution services for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies from time to time.</R>

Prospectus

Fund Services - continued

Fidelity Investments Money Management, Inc. (FIMM), at One Spartan Way, Merrimack, New Hampshire 03054, serves as a sub-adviser for VIP Investment Grade Bond and VIP Money Market. FIMM has day-to-day responsibility for choosing investments for VIP Investment Grade Bond and VIP Money Market. FIMM also serves as a sub-adviser for VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income. FIMM has day-to-day responsibility for choosing certain types of investments for VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income.

FIMM is an affiliate of FMR. As of March 31, 2005, FIMM had approximately $275.2 billion in discretionary assets under management.

<R>FMR Co., Inc. (FMRC) serves as a sub-adviser for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. FMRC has day-to-day responsibility for choosing investments for VIP Aggressive Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies. FMRC has day-to-day responsibility for choosing certain types of investments for VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and, VIP Strategic Income.</R>

FMRC is an affiliate of FMR. As of March 31, 2005, FMRC had approximately $630.1 billion in discretionary assets under management.

<R>Tom Allen is vice president and manager of VIP Mid Cap Portfolio, which he has managed since June 2001. He also manages one other Fidelity Fund. Since joining Fidelity Investments in 1995, Mr. Allen has worked as a research analyst and manager.</R>

<R>Steve Buller is vice president and manager of VIP Real Estate Portfolio, which he has managed since November 2002. He also manages other Fidelity funds. Since joining Fidelity Investments in 1992, Mr. Buller has worked as a research analyst and manager.</R>

Matthew Conti is co-manager of the high income asset class of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio and vice president and manager of VIP High Income Portfolio, which he has managed since June 2000, June 2000, and July 2003, respectively. He also manages other Fidelity funds. Since joining Fidelity Investments in 1995, Mr. Conti has worked as a research analyst and manager.

<R>Will Danoff is vice president and manager of VIP Contrafund Portfolio, which he has managed since January 1995. He also manages other Fidelity funds. Since joining Fidelity Investments in 1986, Mr. Danoff has worked as a research analyst and manager. </R>

<R>Bettina Doulton is vice president and manager of VIP Growth Opportunities Portfolio, which she has managed since February 2000. She also manages one other Fidelity fund. Since joining Fidelity Investments in 1986, Ms. Doulton has worked as a research analyst and manager.</R>

<R>Stephen DuFour is vice president and manager of VIP Value Portfolio, which he has managed since May 2001. Mr. DuFour also manages other Fidelity funds. Since joining Fidelity Investments in 1992, Mr. DuFour has worked as a research analyst and manager. </R>

<R>William Eigen is vice president and manager of VIP Strategic Income Portfolio, which he has since December 2003. He also manages other Fidelity funds. Since joining Fidelity Investments in 1994, Mr. Eigen has worked as a director in the Fixed-Income and Asset Allocation Fund Analysis group and as a manager.</R>

George Fischer is co-manager of the U.S. government bond asset class of VIP Strategic Income Portfolio, which he has managed since December 2003. He also manages other Fidelity funds. Since joining Fidelity Investments in 1989, Mr. Fischer has worked as a research analyst and manager.

Dick Habermann is vice president and lead co-manager of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio, both of which he has managed since October 2001. He also manages other Fidelity funds. Since joining Fidelity Investments in 1968, Mr. Habermann has held several positions including portfolio manager, director of research for FMR Co., division head for international equities and director of international research, and chief investment officer for Fidelity International, Limited.

<R>Brian Hanson is manager of VIP Growth Stock Portfolio, which he has managed since December 2002. He also manages another Fidelity fund. Since joining Fidelity Investments in 1996, Mr. Hanson has worked as a research analyst and manager.</R>

<R>Brian Hogan is manager of VIP Value Leaders Portfolio, which he has managed since its inception in June 2003. He also manages other Fidelity funds. Since joining Fidelity Investments in 1994, Mr. Hogan has worked as a research analyst and manager.</R>

<R>Rajiv Kaul is vice president and manager of VIP Aggressive Growth Portfolio, which he has managed since June 2001. He also manages other Fidelity funds. Since joining Fidelity Investments in 1996, Mr. Kaul has worked as a research analyst and manager.</R>

<R>Jonathan Kelly is co-manager of the emerging market debt asset class of VIP Strategic Income Portfolio, which he has managed since December 2003. He also manages other Fidelity funds. Since joining Fidelity Investments in 1991, Mr. Kelly has worked as an analyst and manager.</R>

Prospectus

Harley Lank is co-manager of the high income asset class of VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, and VIP Strategic Income Portfolio, all of which he has managed since December 2004. He also manages other Fidelity funds. Since joining Fidelity Investments in 1996, Mr. Lank has worked as an analyst and manager.

<R>Harris Leviton is manager of VIP Value Strategies Portfolio, which he has managed February 2002. He also manages other Fidelity funds. Since joining Fidelity Investments in 1986, he has worked as a research analyst and manager.</R>

<R>Charles Mangum is co-manager of the equity asset class of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio, all of which he has managed since February 2001. He also manages other Fidelity funds. Since joining Fidelity Investments in 1990, Mr. Mangum has worked as a research analyst and manager.</R>

<R>Kim Miller is vice president and co-manager of the money market asset class of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio, all of which he has managed since April 2004. Mr. Miller also manages other Fidelity funds. Since joining Fidelity Investments in 1991, Mr. Miller has worked as an analyst, bond trader, and manager.</R>

<R>Mark Notkin is co-manager of the high income asset class of VIP Strategic Income Portfolio, which he has managed since December 2003. He also manages other Fidelity funds. Since joining Fidelity Investments in 1994, Mr. Notkin has worked as a research analyst and manager.</R>

<R>Ford O'Neil is vice president, lead co-manager, and co-manager of the bond asset class of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio, vice president and manager of VIP Investment Grade Bond Portfolio, vice president, co-manager, and co-manager of the bond asset class of VIP Balanced, all of which he has managed since October 2001. He also manages other Fidelity funds. Since joining Fidelity Investments in 1990, Mr. O'Neil has worked as a research analyst and manager.</R>

<R>Stephen Petersen is vice president and manager of Fidelity Equity-Income Portfolio, which he has managed since January 1997. He also manages other Fidelity funds. Since joining Fidelity Investments in 1980, Mr. Petersen has worked as a research analyst and manager. </R>

<R>John Porter is vice president and manager of VIP Dynamic Capital Appreciation Portfolio, which he has managed since April 2003. He also manages another Fidelity fund. Since joining Fidelity Investments in 1995, Mr. Porter has worked as a research analyst and manager.</R>

<R>Louis Salemy is vice president, lead manager, and co-manager of the equity asset class of VIP Balanced Portfolio and vice president and manager of VIP Growth & Income Portfolio, which he has managed since February 2002 and September 1998, respectively. He also manages other Fidelity funds. Since joining Fidelity Investments in 1992, Mr. Salemy has worked as a research analyst and manager.</R>

<R>Jennifer Uhrig is vice president and manager of VIP Growth Portfolio, which she has managed since January 1997. She also manages another Fidelity fund. Since joining Fidelity Investments in 1987, Ms. Uhrig has worked as a research analyst and manager. </R>

<R>Andy Weir is co-manager of the developing country bond asset class of VIP Strategic Income Portfolio, which he has managed since December 2003. He also manages other Fidelity funds. Since joining Fidelity Investments in 1997, Mr. Weir has worked as an analyst and manager.</R>

<R>The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Tom Allen, Steve Buller, Matthew Conti, Will Danoff, Bettina Doulton, Stephen DuFour, William Eigen, George Fischer, Richard Habermann, Brian Hanson, Brian Hogan, Rajiv Kaul, Jonathan Kelly, Harley Lank, Harris Leviton, Charles Mangum, Kim Miller, Mark Notkin, Ford O'Neil, Stephen Petersen, John Porter, Louis Salemy, Jennifer Uhrig, and Andy Weir.</R>

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

<R>Each fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. </R>

<R>For VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies, the fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.</R>

The monthly management fee for VIP Money Market is calculated by adding a group fee to an income-related fee. The income-related fee varies depending on the level of the fund's monthly gross income from an annualized rate of 0.05% (at a fund annualized gross yield of 0%) to 0.27% (at a fund annualized gross yield of 15%) of the fund's average net assets throughout the month. For VIP Money Market, the group fee rate is divided by twelve and multiplied by the fund's average net assets throughout the month.

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52% for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies or 0.37% for VIP High Income, VIP Investment Grade Bond, VIP Money Market, and VIP Strategic Income and it drops as total assets under management increase.</R>

Prospectus

Fund Services - continued

<R>For December 2004, the group fee rate was 0.27% for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies and the group fee rate was 0.12% for VIP High Income, VIP Investment Grade Bond, VIP Money Market, and VIP Strategic Income. The individual fund fee rate is 0.15% for VIP Balanced; 0.20% for VIP Equity-Income and VIP Growth & Income; 0.25% for VIP Asset Manager; 0.30% for VIP Asset Manager: Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth, VIP Growth Opportunities, VIP Growth Stock, VIP Investment Grade Bond, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies; 0.35% for VIP Aggressive Growth; and 0.45% for VIP High Income, and VIP Strategic Income.</R>

<R>The total management fee, as a percentage of a fund's average net assets, for the fiscal year ended December 31, 2004, for each fund is shown in the following table.</R>

	<R> Total Management Fee </R>
<R> VIP Aggressive Growth </R>	<R> 0.62% </R>
<R> VIP Asset Manager </R>	<R> 0.53% </R>
<R> VIP Asset Manager: Growth </R>	<R> 0.58% </R>
<R> VIP Balanced </R>	<R> 0.42% </R>
<R> VIP Contrafund </R>	<R> 0.57% </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> 0.58% </R>
<R> VIP Equity-Income </R>	<R> 0.47% </R>
<R> VIP Growth </R>	<R> 0.58% </R>
<R> VIP Growth & Income </R>	<R> 0.47% </R>
<R> VIP Growth Opportunities </R>	<R> 0.58% </R>
<R> VIP Growth Stock </R>	<R> 0.58% </R>
<R> VIP High Income </R>	<R> 0.58% </R>
<R> VIP Investment Grade Bond </R>	<R> 0.43% </R>
<R> VIP Mid Cap </R>	<R> 0.57% </R>
<R> VIP Money Market </R>	<R> 0.20% </R>
<R> VIP Real Estate </R>	<R> 0.57% </R>
<R> VIP Strategic Income </R>	<R> 0.57% </R>
<R> VIP Value </R>	<R> 0.57% </R>
<R> VIP Value Leaders </R>	<R> 0.57% </R>
<R> VIP Value Strategies </R>	<R> 0.57% </R>

FMR pays FIMM, FMRC, FMR U.K., and FMR Far East for providing sub-advisory services. FMR or FIMM pays FIIA for providing sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FIIA or FMR Far East in turn pays FIJ for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a class for management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement arrangements, which may be discontinued by FMR at any time, can decrease a class's expenses and boost its performance.

<R>As of February 28, 2005, approximately 43.57%, 99.66%, and 99.98% of VIP Aggressive Growth's, VIP Growth Stock's, and VIP Value Leaders' total outstanding shares, respectively, were held by FMR.</R>

Fund Distribution

Each fund is composed of multiple classes of shares. All classes of a fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Investor Class's shares.

The insurance companies and their affiliated broker-dealers (intermediaries) may receive from FMR, FDC and/or their affiliates compensation for their services intended to result in the sale of shares of the fund. This compensation may take the form of:

distribution and/or service (12b-1) fees
payments for additional distribution-related activities and/or shareholder services

Prospectus

<R>payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary</R>

These payments are described in more detail on the following pages and in the SAI.

Investor Class of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that recognizes that FMR may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Investor Class shares and/or support services that benefit variable product owners. FMR, directly or through FDC, may pay significant amounts to intermediaries, such as insurance companies, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees of each fund has authorized such payments for Investor Class. These payments are not charged to a fund and do not directly increase a fund's total expenses.

If payments made by FMR to FDC or to intermediaries under the Investor Class Distribution and Service Plan were considered to be paid out of the Class's assets on an ongoing basis, they might increase the cost of a shareholder's investment and might cost a shareholder more than paying other types of sales charges.

To receive payments made pursuant to a Distribution and Service Plan, intermediaries must sign the appropriate agreement with FDC in advance.

<R>The SAI contains further details about the payments made by FMR, FDC and their affiliates and the services provided by certain intermediaries. Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

<R>If mutual fund sponsors and their affiliates make distribution and/or non-distribution related payments in varying amounts, certain intermediaries and investment professionals that receive these payments may have an incentive to recommend one mutual fund or one share class over another. </R>

<R>In addition, the funds' transfer agent may also make payments and reimbursements from its own resources to intermediaries for performing recordkeeping and administrative services with respect to insurance contract owners' accounts, which the funds' transfer agent or an affiliate would otherwise have to perform directly. These payments are not charged to a fund and do not directly increase a fund's total expenses. Please see "Transfer and Service Agent Agreements" in the SAI for more information. </R>

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the funds or FDC. This prospectus and the related SAI do not constitute an offer by the funds or by FDC to sell shares of the funds to or to buy shares of the funds from any person to whom it is unlawful to make such offer.

Prospectus

Appendix

Additional Performance Information

<R>Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization. The Lipper ^SM Variable Annuity Multi-Cap Growth Funds Average, Lipper Variable Annuity Multi-Cap Core Funds Average, Lipper Variable Annuity Equity Income Classification Funds Average, Lipper Variable Annuity Large-Cap Core Funds Average, Lipper Variable Annuity Mid-Cap Growth Funds Average, and Lipper Variable Annuity Mid-Cap Value Funds Average reflect the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The following information compares the performance of Initial Class of VIP Aggressive Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Value, VIP Value Leaders, and VIP Value Strategies to an additional Lipper comparison category. Performance information will be available for Investor Class after Investor Class has been in operation for one calendar year.</R>

Average Annual Returns

For the periods ended December 31, 2004	Past 1 year	Past 5 years	Past 10 years/Life of class
VIP Aggressive Growth
<R> Initial Class </R>	<R> 10.25% </R>	<R> -- </R>	<R> -3.36% ^A </R>
<R> Lipper Variable Annuity Multi-Cap Growth Funds Average </R>	<R> 10.40% </R>	<R> -- </R>	<R> -- </R>
VIP Contrafund
<R> Initial Class </R>	<R> 15.48% </R>	<R> 1.96% </R>	<R> 14.11% ^B </R>
<R> Lipper Variable Annuity Multi-Cap Growth Funds Average </R>	<R> 10.40% </R>	<R> -7.07% </R>	<R> -- </R>
VIP Dynamic Capital Appreciation
<R> Initial Class </R>	<R> 1.41% </R>	<R> -- </R>	<R> -7.37% ^C </R>
<R> Lipper Variable Annuity Multi-Cap Growth Funds Average </R>	<R> 10.40% </R>	<R> -- </R>	<R> -- </R>
VIP Equity-Income
<R> Initial Class </R>	<R> 11.53% </R>	<R> 4.46% </R>	<R> 11.31% </R>
<R> Lipper Variable Annuity Equity Income Classification Funds Average </R>	<R> 13.64% </R>	<R> 4.91% </R>	<R> 11.82% </R>
VIP Growth
<R> Initial Class </R>	<R> 3.38% </R>	<R> -6.79% </R>	<R> 9.97% </R>
<R> Lipper Variable Annuity Multi-Cap Growth Funds Average </R>	<R> 11.26% </R>	<R> -7.00% </R>	<R> 9.43% </R>
VIP Growth & Income
<R> Initial Class </R>	<R> 5.80% </R>	<R> -0.80% </R>	<R> 7.24% ^D </R>
<R> Lipper Variable Annuity Large-Cap Core Funds Average </R>	<R> 8.59% </R>	<R> -2.88% </R>	<R> -- </R>
VIP Growth Opportunities
<R> Initial Class </R>	<R> 7.19% </R>	<R> -5.04% </R>	<R> 7.41% ^E </R>
<R> Lipper Variable Annuity Large-Cap Core Funds Average </R>	<R> 8.59% </R>	<R> -2.88% </R>	<R> -- </R>
VIP Growth Stock
<R> Initial Class </R>	<R> 2.31% </R>	<R> -- </R>	<R> 12.66% ^F </R>
<R> Lipper Variable Annuity Multi-Cap Growth Funds Average </R>	<R> 10.40% </R>	<R> -- </R>	<R> -- </R>
VIP Mid Cap
<R> Initial Class </R>	<R> 24.92% </R>	<R> 15.11% </R>	<R> 20.74% ^G </R>
<R> Lipper Variable Annuity Mid-Cap Growth Funds Average </R>	<R> 14.75% </R>	<R> -3.04% </R>	<R> -- </R>
VIP Value
<R> Initial Class </R>	<R> 11.24% </R>	<R> -- </R>	<R> 5.50% ^H </R>
<R> Lipper Variable Annuity Multi-Cap Core Funds Average </R>	<R> 12.06% </R>	<R> -- </R>	<R> -- </R>
VIP Value Leaders
<R> Initial Class </R>	<R> 15.15% </R>	<R> -- </R>	<R> 18.29% ^I </R>
<R> Lipper Variable Annuity Multi-Cap Core Funds Average </R>	<R> 12.06% </R>	<R> -- </R>	<R> -- </R>
VIP Value Strategies
<R> Initial Class </R>	<R> 14.13% </R>	<R> -- </R>	<R> 13.18% ^J </R>
<R> Lipper Variable Annuity Mid-Cap Value Funds Average </R>	<R> 19.03% </R>	<R> -- </R>	<R> -- </R>

^A From December 27, 2000.

^B From January 3, 1995.

^C From September 25, 2000.

^D From December 31, 1996.

<R> ^E From January 3, 1995. </R>

^F From December 11, 2002.

^G From December 28, 1998.

^I From June 17, 2003.

<R> ^J From February 20, 2002. </R>

If FMR were to reimburse certain expenses, returns would be higher during these periods.

Prospectus

Prior Performance of Similar Funds

VIP Real Estate Portfolio

<R>FMR began managing VIP Real Estate on November 6, 2002, and its asset size as of March 31, 2005 was approximately $135 million. VIP Real Estate has an investment objective and policies that are substantially identical in all material respects to Fidelity Real Estate Investment Portfolio, which is managed by FMR. FMR began managing Fidelity Real Estate Investment Portfolio on November 17, 1986, and its asset size as of March 31, 2005 was approximately $4.5 billion. FMR also may manage other substantially similar funds and accounts that may have better or worse performance than Fidelity Real Estate Investment Portfolio. Performance of other funds and accounts is not included due to factors such as differences in their policies and/or portfolio management strategies and/or because these accounts are not mutual funds.</R>

Below you will find information about the prior performance of Fidelity Real Estate Investment Portfolio, not the performance of Investor Class of VIP Real Estate. Fidelity Real Estate Investment Portfolio has different expenses and is sold through different distribution channels than Investor Class of VIP Real Estate. Returns are based on past results and are not an indication of future performance.

<R>The performance of Fidelity Real Estate Investment Portfolio does not represent the past performance of Investor Class of VIP Real Estate and is not an indication of the future performance of Investor Class of VIP Real Estate. You should not assume that Investor Class of VIP Real Estate will have the same performance as Fidelity Real Estate Investment Portfolio. Performance shown for Fidelity Real Estate Investment Portfolio reflect the actual expenses of the fund. The performance of Investor Class of VIP Real Estate may be better or worse than the performance of Fidelity Real Estate Investment Portfolio due to, among other things, differences in portfolio holdings, sales charges, expenses, asset sizes, and cash flows between Investor Class of VIP Real Estate and Fidelity Real Estate Investment Portfolio. Investor Class of VIP Real Estate may have higher total expenses than Fidelity Real Estate Investment Portfolio, which would have resulted in lower performance if VIP Real Estate's Investor Class expenses had been applied to the performance of Fidelity Real Estate Investment Portfolio.</R>

The following information is intended to help you understand the risks of investing in Fidelity Real Estate Investment Portfolio. The information illustrates the changes in the performance of Fidelity Real Estate Investment Portfolio from year to year, and compares the performance of Fidelity Real Estate Investment Portfolio to the performance of a market index and an average of the performance of similar funds over various periods of time. Fidelity Real Estate Investment Portfolio also compares its performance of an additional index over various periods of time. Returns for Fidelity Real Estate Investment Portfolio do not include the effect of any sales charges or other expenses of any variable annuity or variable life insurance product. Returns for Fidelity Real Estate Investment Portfolio would be lower if the effect of those sales charges and expenses were included.

Year-by-Year Returns

Fidelity Real Estate Investment Portfolio
Calendar Years	1995	1996	1997	1998	1999	2000	2001	2002	2003	2004
	<R> 10.92% </R>	<R> 36.23% </R>	<R> 21.39% </R>	<R> -18.60% </R>	<R> -0.97% </R>	<R> 31.38% </R>	<R> 9.50% </R>	<R> 5.77% </R>	<R> 33.78% </R>	<R> 34.15% </R>

During the periods shown in the chart for Fidelity Real Estate Investment Portfolio:	Returns	Quarter ended
<R> Highest Quarter Return </R>	<R> 18.99% </R>	<R> December 31, 1996 </R>
<R> Lowest Quarter Return </R>	<R> -11.54% </R>	<R> September 30, 1998 </R>
<R> Year-to-Date Return </R>	<R> -5.53% </R>	<R> March 31, 2005 </R>

Prospectus

Appendix - continued

Average Annual Returns

<R> For the periods ended December 31, 2004 </R>	<R> Past 1 year </R>	<R> Past 5 years </R>	<R> Past 10 years </R>
<R> Fidelity Real Estate Investment Portfolio </R>	<R> 34.15% </R>	<R> 22.25% </R>	<R> 14.98% </R>
<R> S&P 500 Index </R>	<R> 10.88% </R>	<R> -2.30% </R>	<R> 12.07% </R>
<R> Dow Jones Wilshire Real Estate Securities Index </R>	<R> 34.83% </R>	<R> 22.33% </R>	<R> 15.10% </R>
<R> Lipper Real Estate Funds Average </R>	<R> 32.05% </R>	<R> 21.41% </R>	<R> 14.87% </R>

If FMR were to reimburse certain expenses, returns would be higher during these periods.

VIP Value Strategies Portfolio

<R>FMR began managing VIP Value Strategies on February 20, 2002, and its asset size as of March 31, 2005 was approximately $479 million. VIP Value Strategies has an investment objective and policies that are substantially identical in all material respects to Advisor Value Strategies, which is managed by FMR. FMR began managing Advisor Value Strategies on December 31, 1983, and its asset size as of March 31, 2005 was approximately $2.1 billion. FMR also may manage other substantially similar funds and accounts that may have better or worse performance than Advisor Value Strategies. Performance of other funds and accounts is not included due to factors such as differences in their policies and/or portfolio management strategies and/or because these accounts are not mutual funds.</R>

<R>Below you will find information about the prior performance of Class T of Advisor Value Strategies, not the performance of Investor Class of VIP Value Strategies. Class T of Advisor Value Strategies has different expenses and is sold through different distribution channels than Investor Class of VIP Value Strategies. Prior to July 1, 1999, Advisor Value Strategies operated under certain different investment policies. Accordingly, Advisor Value Strategies' historical performance may not represent its current investment policies. Returns are based on past results and are not an indication of future performance.</R>

<R>The performance of Class T of Advisor Value Strategies does not represent the past performance of Investor Class of VIP Value Strategies and is not an indication of the future performance of Investor Class of VIP Value Strategies. You should not assume that Investor Class of VIP Value Strategies will have the same performance as Class T of Advisor Value Strategies. Performance shown for Class T of Advisor Value Strategies reflects the actual expenses of the class including its sales charge. The performance of Investor Class of VIP Value Strategies may be better or worse than the performance of Class T of Advisor Value Strategies due to, among other things, differences in portfolio holdings, sales charges, expenses, asset sizes, and cash flows between Investor Class of VIP Value Strategies and Class T of Advisor Value Strategies. Investor Class of VIP Value Strategies may have lower total expenses than Class T of Advisor Value Strategies, which would have resulted in higher performance if VIP Value Strategies' Investor Class expenses had been applied to the performance of Class T of Advisor Value Strategies.</R>

The following information is intended to help you understand the risks of investing in Class T of Advisor Value Strategies. The information illustrates the changes in the performance of Class T of Advisor Value Strategies from year to year, and compares the performance of Class T of Advisor Value Strategies to the performance of a market index and an average of the performance of similar funds over various periods of time. Returns for Class T of Advisor Value Strategies do not include the effect of any sales charges or other expenses of any variable annuity or variable life insurance product. Returns for Class T of Advisor Value Strategies would be lower if the effect of those sales charges and expenses were included.

Prospectus

Year-by-Year Returns

The returns in the following chart do not include the effect of Class T of Advisor Value Strategies' front-end sales charge. If the effect of the sales charge were reflected, returns would be lower than those shown.

Advisor Value Strategies - Class T
Calendar Years	1995	1996	1997	1998	1999	2000	2001	2002	2003	2004
	<R> 38.16% </R>	<R> 1.53% </R>	<R> 26.01% </R>	<R> 0.84% </R>	<R> 18.78% </R>	<R> 11.24% </R>	<R> 12.11% </R>	<R> -26.27% </R>	<R> 59.99% </R>	<R> 14.33% </R>

During the periods shown in the chart for Class T of Advisor Value Strategies:	Returns	Quarter ended
<R> Highest Quarter Return </R>	<R> 30.57% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -28.69% </R>	<R> September 30, 2001 </R>
Year-to-Date Return	-6.07%	March 31, 2005

Average Annual Returns

The returns in the following table include the effect of Class T of Advisor Value Strategies' maximum applicable front-end sales charge.

For the periods ended December 31, 2004	Past 1 year	Past 5 years	Part 10 years
<R> Advisor Value Strategies - Class T ^A </R>	<R> 10.33% </R>	<R> 10.17% </R>	<R> 13.14% </R>
<R> Russell Midcap Value Index </R>	<R> 23.71% </R>	<R> 13.48% </R>	<R> 15.72% </R>
<R> Lipper Mid-Cap Funds Average </R>	<R> 14.83% </R>	<R> 1.88% </R>	<R> 11.07% </R>

<R> ^A Investor Class of VIP Value Strategies, offered through this prospectus, does not charge a 12b-1 fee, while Class T of Advisor Value Strategies charges a 12b-1 fee of 0.50%. Investor Class of VIP Value Strategies, offered through this prospectus, sells its shares without a front-end sales charge, while Class T of Advisor Value Strategies sells its shares with a maximum front-end sales charge of 3.50%. Including any applicable sales charge and/or 12b-1 fee in a performance calculation produces a lower return. </R>

If FMR were to reimburse certain expenses, returns would be higher during these periods.

VIP Strategic Income Portfolio

<R>FMR began managing VIP Strategic Income on December 23, 2003, and its asset size as of March 31, 2005 was approximately $131 million. VIP Strategic Income has an investment objective and policies that are substantially identical in all material respects to Fidelity Advisor Strategic Income and Fidelity Strategic Income, which are managed by FMR. FMR began managing Fidelity Advisor Strategic Income on October 31, 1994, and its asset size as of March 31, 2005 was approximately $2.6 billion. FMR began managing Fidelity Strategic Income on May 1, 1998, and its asset size as of March 31, 2005 was approximately $3.6 billion. FMR also may manage other substantially similar funds and accounts that may have better or worse performance than Fidelity Advisor Strategic Income or Fidelity Strategic Income. Performance of other funds and accounts is not included due to factors such as differences in their policies and/or portfolio management strategies and/or because these accounts are not mutual funds.</R>

<R>Below you will find information about the prior performance of Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income, not the performance of Investor Class of VIP Strategic Income. Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income have different expenses and are sold through different distribution channels than Investor Class of VIP Strategic Income. Returns are based on past results and are not an indication of future performance. </R>

<R>The performance of Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income does not represent the past performance of Investor Class of VIP Strategic Income and is not an indication of the future performance of Investor Class of VIP Strategic Income. You should not assume that Investor Class of VIP Strategic Income will have the same performance as Class T of Fidelity Advisor Strategic Income or Fidelity Strategic Income. Performance shown for Class T of Fidelity Advisor Strategic Income reflects the actual expenses of the class including its sales charge. Performance shown for Fidelity Strategic Income reflects the actual expenses of the fund. The performance of Investor Class of VIP Strategic Income may be better or worse than the performance of Class T of Fidelity Advisor Strategic Income or Fidelity Strategic Income due to, among other things, differences in portfolio holdings, sales charges, expenses, asset sizes, and cash flows between Investor Class of VIP Strategic Income, Class T of Fidelity Advisor Strategic Income, and Fidelity Strategic Income. Investor Class of VIP Strategic Income may have lower total expenses than Class T of Fidelity Advisor Strategic Income, which would have resulted in higher performance if VIP Strategic Income's Investor Class expenses had been applied to the performance of Class T of Fidelity Advisor Strategic Income. Investor Class of VIP Strategic Income may have higher total expenses than Fidelity Strategic Income, which would have resulted in lower performance if VIP Strategic Income's Investor Class expenses had been applied to the performance of Fidelity Strategic Income.</R>

Prospectus

Appendix - continued

The following information is intended to help you understand the risks of investing in Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income. The information illustrates the changes in the performance of Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income from year to year, and compares the performance of Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income to the performance of a market index and an average of the performance of similar funds over various periods of time. Each of Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income also compares its performance to a combination of market indexes over various periods of time. Returns for Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income do not include the effect of any sales charges or other expenses of any variable annuity or variable life insurance product. Returns for Class T of Fidelity Advisor Strategic Income and Fidelity Strategic Income would be lower if the effect of those sales charges and expenses were included.

Year-by-Year Returns

The returns in the following chart do not include the effect of Class T of Fidelity Advisor Strategic Income's front-end sales charge. If the effect of the sales charge were reflected, returns would be lower than those shown.

Fidelity Advisor Strategic Income - Class T
Calendar Years	1995	1996	1997	1998	1999	2000	2001	2002	2003	2004
	<R> 22.02% </R>	<R> 12.89% </R>	<R> 9.33% </R>	<R> 2.26% </R>	<R> 6.15% </R>	<R> 3.42% </R>	<R> 6.55% </R>	<R> 8.89% </R>	<R> 19.09% </R>	<R> 9.23% </R>

During the periods shown in the chart for Class T of Advisor Strategic Income:	Returns	Quarter ended
<R> Highest Quarter Return </R>	<R> 8.21% </R>	<R> June 30, 1995 </R>
<R> Lowest Quarter Return </R>	<R> -4.18% </R>	<R> September 30, 1998 </R>
<R> Year-to-Date Return </R>	<R> -1.06% </R>	<R> March 31, 2005 </R>

Average Annual Returns

The returns in the following table include the effect of Class T of Fidelity Advisor Strategic Income's maximum applicable front-end sales charge.

For the periods ended December 31, 2004	Past 1 year	Past 5 years	Past 10 years
<R> Fidelity Advisor Strategic Income - Class T ^A </R>	<R> 5.41% </R>	<R> 8.54% </R>	<R> 9.43% </R>
<R> Merrill Lynch U.S. High Yield Master II Index </R>	<R> 10.87% </R>	<R> 6.68% </R>	<R> 8.27% </R>
<R> Fidelity Strategic Income Composite Index </R>	<R> 9.25% </R>	<R> 8.65% </R>	<R> 9.30% </R>
<R> Lipper ^SM Multi-Sector Income Funds Average </R>	<R> 8.35% </R>	<R> 7.21% </R>	<R> 7.53% </R>

<R> ^A Investor Class of VIP Strategic Income, offered through this prospectus, does not charge a 12b-1 fee, while Class T of Advisor Strategic Income charges a 12b-1 fee of 0.25%. Investor Class of VIP Strategic Income offered through this prospectus sells its shares without a front-end sales charge, while Class T of Advisor Value Strategies sells its shares with a maximum front-end sales charge of 3.50%. Including any applicable sales charge and/or 12b-1 fee in a performance calculation produces a lower return. </R>

If FMR were to reimburse certain expenses, returns would be higher during these periods.

Prospectus

Year-by-Year Returns

Fidelity Strategic Income

Calendar Years					1999	2000	2001	2002	2003	2004
					<R> 6.35% </R>	<R> 4.07% </R>	<R> 6.52% </R>	<R> 9.38% </R>	<R> 18.62% </R>	<R> 9.44% </R>

During the periods shown in the chart for Fidelity Strategic Income:	Returns	Quarter ended
<R> Highest Quarter Return </R>	<R> 6.94% </R>	<R> June 30, 2003 </R>
<R> Lowest Quarter Return </R>	<R> -2.52% </R>	<R> June 30, 2004 </R>
<R> Year-to-Date Return </R>	<R> -1.09% </R>	<R> March 31, 2005 </R>

Average Annual Returns

For the periods ended December 31, 2004	Past 1 year	Past 5 years	Life of fund ^A
<R> Fidelity Strategic Income </R>	<R> 9.44% </R>	<R> 9.50% </R>	<R> 8.05% </R>
<R> Merrill Lynch U.S. High Yield Master II Index </R>	<R> 10.87% </R>	<R> 6.68% </R>	<R> 5.27% </R>
<R> Fidelity Strategic Income Composite Index </R>	<R> 9.25% </R>	<R> 8.65% </R>	<R> 7.14% </R>
<R> Lipper Multi-Sector Income Funds Average </R>	<R> 8.35% </R>	<R> 7.21% </R>	<R> -- </R>

If FMR were to reimburse certain expenses, returns would be higher during these periods.

<R>Standard & Poor's 500 Index (S&P 500) is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.</R>

<R>Russell Midcap Value Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000 Index that exhibit value-oriented characteristics. The Russell 1000 Index comprises the 1,000 largest U.S. domiciled companies.</R>

<R>Lehman Brothers Government Bond Index is a market value-weighted index of U.S. Treasury and government agency fixed-rate debt securities with maturities of one year or more.</R>

<R>Merrill Lynch ^® U.S. High Yield Master II Index is a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default.</R>

<R>Fidelity Strategic Income Composite Index is a hypothetical representation of the performance of VIP Strategic Income's four general investment categories according to their respective weighting in the fund's neutral mix (40% high yield, 30% U.S. Government and investment-grade, 15% foreign developed markets, and 15% emerging markets). The following indexes are used to represent VIP Strategic Income's investment categories when calculating the composite index: high yield - the Merrill Lynch U.S. High Yield Master II Index, U.S. Government and investment-grade - the Lehman Brothers Government Bond Index, foreign developed markets - the Citigroup Non-U.S. Group of 7 Index - Equally Weighted Unhedged, and emerging markets - the J.P. Morgan Emerging Markets Bond Index Global (J.P. Morgan EMBI Global).</R>

<R>Dow Jones Wilshire Real Estate Securities Index ^SM is a float adjusted market capitalization-weighted index of publicly traded real estate securities such as real estate investment trusts (REITs) and real estate operating companies (REOCs).</R>

<R>J.P. Morgan Emerging Markets Bond Index Global (J.P. Morgan EMBI Global) is a market value-weighted index of U.S. dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by emerging markets' sovereign and quasi-sovereign entities. The index covers various emerging markets countries.</R>

<R>Citigroup Non-U.S. Group of 7 Index - Equally Weighted Unhedged is a market value-weighted index that is designed to represent the unhedged performance of Japan, Germany, France, Britain, Italy, and Canada (the Group of 7, excluding the United States). Issues included in the index have fixed-rate coupons and maturities of one year or more.</R>

<R>Each Lipper Funds Average reflects the performance (excluding sales charges) of mutual funds with similar objectives.</R>

Prospectus

Notes

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For variable product owners: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

For insurance separate accounts: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the funds. A description of each fund's policies and procedures for disclosing its holdings is available in the funds' SAI and on Fidelity's web site. The SAI also includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund's annual and semi-annual reports also include additional information. Each fund's (other than VIP Money Market's) annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

<R>For a free copy of any of these documents or to request other information or ask questions about a fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.</R>

The SAI, the funds' annual and semi-annual reports and other related materials are also available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. You can also review and copy information about the funds, including the funds' SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-942-8090 for information on the operation of the SEC's Public Reference Room.

Investment Company Act of 1940, File Numbers, 811-03329, 811-05511, 811-07205, and 811-03759

Fidelity, Asset Manager: Growth, Contrafund, Fidelity Investments & (Pyramid) Design and Strategic Advisers are registered trademarks of FMR Corp.

Asset Manager is a service mark of FMR Corp.

The third party marks appearing above are the marks of their respective owners.

The term "VIP" as used in this document refers to Fidelity Variable Insurance Products.

<R>1.815031.100 VIPINV-pro-0605</R>

FIDELITY ^® VARIABLE INSURANCE PRODUCTS

<R> AGGRESSIVE GROWTH PORTFOLIO, ASSET MANAGER ^SM PORTFOLIO,
ASSET MANAGER: GROWTH ^® PORTFOLIO, BALANCED PORTFOLIO, CONTRAFUND ^® PORTFOLIO,
DYNAMIC CAPITAL APPRECIATION PORTFOLIO, EQUITY-INCOME PORTFOLIO,
GROWTH PORTFOLIO, GROWTH & INCOME PORTFOLIO, GROWTH OPPORTUNITIES PORTFOLIO,
GROWTH STOCK PORTFOLIO, HIGH INCOME PORTFOLIO, INVESTMENT GRADE BOND PORTFOLIO, MID CAP PORTFOLIO, MONEY MARKET PORTFOLIO, REAL ESTATE PORTFOLIO, STRATEGIC INCOME PORTFOLIO, VALUE PORTFOLIO, VALUE LEADERS PORTFOLIO, and VALUE STRATEGIES PORTFOLIO </R>

Funds of Variable Insurance Products Fund, Variable Insurance Products Fund II,
Variable Insurance Products Fund III, and Variable Insurance Products Fund IV

Investor Class

STATEMENT OF ADDITIONAL INFORMATION

June 14, 2005

This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are incorporated herein. The annual reports are supplied with this SAI.

To obtain a free additional copy of a prospectus or SAI, dated June 14, 2005, or an annual report, please call Fidelity at 1-877-208-0098 or visit Fidelity's web site at www.advisor.fidelity.com.

TABLE OF CONTENTS	PAGE
Investment Policies and Limitations	<Click Here>
Special Considerations Regarding Canada	<Click Here>
Special Considerations Regarding Europe	<Click Here>
Special Considerations Regarding Japan	<Click Here>
Special Considerations Regarding Asia Pacific Region (ex Japan)	<Click Here>
Special Considerations Regarding Latin America	<Click Here>
Special Considerations Regarding Russia	<Click Here>
Portfolio Transactions	<Click Here>
Valuation	<Click Here>
Buying and Selling Information	<Click Here>
Distributions and Taxes	<Click Here>
Trustees and Officers	<Click Here>
Control of Investment Advisers	<Click Here>
Management Contracts	<Click Here>
Board Approval of the Existing Investment Advisory Contracts	<Click Here>
Proxy Voting Guidelines	<Click Here>
Distribution Services	<Click Here>
Transfer and Service Agent Agreements	<Click Here>
Description of the Trusts	<Click Here>
Financial Statements	<Click Here>
Fund Holdings Information	<Click Here>
Appendix	<Click Here>

For more information on any Fidelity fund, including charges and expenses, call Fidelity at the number indicated above for a free prospectus. Read it carefully before investing or sending money.

<R>VIPINV-ptb-0605
1.815032.100</R>

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of a fund's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

A fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

The following are each fund's fundamental investment limitations set forth in their entirety.

Diversification

For each fund (other than VIP Growth Stock, VIP Money Market, VIP Real Estate, VIP Strategic Income, and VIP Value Leaders):

The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a) more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer.

For purposes of each fund's (other than VIP Growth Stock's, VIP Money Market's, VIP Real Estate's, VIP Strategic Income's, and VIP Value Leaders') diversification limitation discussed above, the extent to which the fund may invest in the securities of a single issuer or a certain number of issuers is limited by the diversification requirements imposed by Section 817(h) of the Internal Revenue Code, which are in addition to the diversification requirements described in the above limitation.

For VIP Money Market:

The fund may not purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification requirements for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from time to time.

For purposes of the fund's diversification limitation discussed above, the extent to which the fund may invest in the securities of a single issuer or a certain number of issuers is limited by the diversification requirements imposed by Section 817(h) of the Internal Revenue Code, which are in addition to the diversification requirements described in the above limitation.

Senior Securities

For each fund (other than VIP Mid Cap):

The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

For VIP Mid Cap:

The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940.

Borrowing

For each fund (other than VIP Money Market):

The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

For VIP Money Market:

The fund may not borrow money, except that the fund may (i) borrow money for temporary or emergency purposes (not for leveraging or investment) and (ii) engage in reverse repurchase agreements for any purpose; provided that (i) and (ii) in combination do not exceed 33 1/3% of the fund's total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

Underwriting

For each fund:

The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

Concentration

For each fund (other than VIP Balanced, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Mid Cap, VIP Real Estate, and VIP Money Market):

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry.

For purposes of each of VIP Asset Manager's and VIP Asset Manager: Growth's concentration limitation discussed above, with respect to the fund's investments in Fidelity Central Investment Portfolios LLC ("CIPs"), Fidelity ^® Money Market Central Fund, and Fidelity Ultra-Short Central Fund, Fidelity Management & Research Company (FMR) treats the issuers of the underlying securities owned by a CIP, Fidelity Money Market Central Fund, and Fidelity Ultra-Short Central Fund as the issuer of the CIP, Fidelity Money Market Central Fund, and Fidelity Ultra-Short Central Fund respectively.

For purposes of each of VIP High Income's, VIP Investment Grade Bond's, and VIP Strategic Income's concentration limitation discussed above, with respect to the fund's investments in Fidelity Ultra-Short Central Fund, FMR treats the issuers of the underlying securities owned by Fidelity Ultra-Short Central Fund as the issuer of Fidelity Ultra-Short Central Fund.

<R>For purposes of each of VIP Asset Manager's, VIP Asset Manager: Growth's, VIP Aggressive Growth's, VIP Contrafund's, VIP Equity-Income's, VIP Growth's, VIP Growth Stock's, VIP High Income's, VIP Investment Grade Bond's, VIP Strategic Income's, VIP Value's, VIP Value Leaders', and VIP Value Strategies' concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third party classification provider used by FMR does not assign a classification.</R>

For purposes of each of VIP Investment Grade Bond's and VIP Strategic Income's concentration limitation discussed above, with respect to the fund's investments in Fidelity Central Investment Portfolios LLC (CIPs), FMR treats the issuers of the underlying securities owned by a CIP as the issuer of the CIP.

For purposes of VIP Strategic Income's concentration limitation discussed above, with respect to the fund's investments in Fidelity Central Investment Portfolios LLC ("CIPs") and Fidelity Ultra-Short Central Fund, FMR treats the issuers of the underlying securities owned by a CIP and Fidelity Ultra-Short Central Fund as the issuer of the CIP and Fidelity Ultra-Short Central Fund, respectively.

For VIP Balanced, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, and VIP Mid Cap:

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry.

<R>For purposes of each of VIP Balanced's, VIP Dynamic Capital Appreciation's, VIP Growth & Income's, VIP Growth Opportunities', and VIP Mid Cap's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third party classification provider used by FMR does not assign a classification.</R>

For VIP Real Estate:

The fund may not purchase any security if, as a result, more than 25% of its total assets would be invested in the securities of companies having their principal business activities in the same industry, except that the fund will invest more than 25% of its total assets in the real estate industry (this limitation does not apply to securities issued or guaranteed by the United States Government or its agencies or instrumentalities).

<R>For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third party classification provider used by FMR does not assign a classification.</R>

For VIP Money Market:

For purposes of the fund's concentration limitation discussed above, FMR deems the financial services industry to include the group of industries within the financial services sector.

Real Estate

For each fund:

The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).

Commodities

For each fund (other than VIP Money Market):

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities).

For VIP Money Market:

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.

Loans

For each fund:

The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

Investing for Control or Management

For VIP Money Market:

The fund may not invest in companies for the purpose of exercising control or management.

Pooled Funds

For VIP Balanced and VIP Growth Opportunities:

The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.

For VIP Mid Cap:

The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as the fund.

The following investment limitations are not fundamental and may be changed without shareholder approval.

Diversification

For VIP Growth Stock, VIP Real Estate, VIP Strategic Income, and VIP Value Leaders:

In order to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended, the fund currently intends to comply with certain diversification limits imposed by Subchapter M.

For purposes of each of VIP Growth Stock's, VIP Real Estate's, VIP Strategic Income's, and VIP Value Leaders' diversification limitation discussed above, Subchapter M generally requires the fund to invest no more than 25% of its total assets in securities of any one issuer and to invest at least 50% of its total assets so that (a) no more than 5% of the fund's total assets are invested in securities of any one issuer, and (b) the fund does not hold more than 10% of the outstanding voting securities of that issuer. However, Subchapter M allows unlimited investments in cash, cash items, government securities (as defined in Subchapter M) and securities of other regulated investment companies. These tax requirements are generally applied at the end of each quarter of the fund's taxable year.

For purposes of each of VIP Growth Stock's, VIP Real Estate's, VIP Strategic Income's and VIP Value Leaders' diversification limitation discussed above, the extent to which the fund may invest in the securities of a single issuer or a certain number of issuers is limited by the diversification requirements imposed by Section 817(h) of the Internal Revenue Code, which are in addition to the diversification requirements described in the above limitation.

For VIP Money Market:

The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in securities of a single issuer; provided that the fund may invest up to 10% of its total assets in the first tier securities of a single issuer for up to three business days.

For purposes of the fund's diversification limitation discussed above, certain securities subject to guarantees (including insurance, letters of credit and demand features) are not considered securities of their issuer, but are subject to separate diversification requirements, in accordance with industry standard requirements for money market funds.

Short Sales

For each fund:

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Margin Purchases

For each fund:

The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

Borrowing

For each fund (other than VIP Money Market):

The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated as borrowings for purposes of the fundamental borrowing investment limitation).

For VIP Money Market:

Illiquid Securities

For each fund (other than VIP High Income and VIP Strategic Income):

The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of each fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

For VIP High Income and VIP Strategic Income:

The fund does not currently intend to purchase any security if, as a result, more than 15% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of each fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 15% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Commodities

For VIP Money Market:

The fund does not currently intend to purchase or sell futures contracts or call options. This limitation does not apply to options attached to, or acquired or traded together with, their underlying securities, and does not apply to securities that incorporate features similar to options or futures contracts.

Loans

For each fund (other than VIP Money Market):

The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.)

For VIP Money Market:

The fund does not currently intend to lend assets other than securities to other parties, except by lending money (up to 15% of the fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser. (This limitation does not apply to purchases of debt securities or to repurchase agreements.)

Oil, Gas, and Mineral Exploration Programs

For each fund (other than VIP Aggressive Growth, VIP Dynamic Capital Appreciation, VIP Real Estate, VIP Value, and VIP Value Strategies):

The fund does not currently intend to invest in oil, gas, or other mineral exploration or development programs or leases.

Foreign Securities

<R> For VIP Asset Manager, VIP Equity-Income, VIP Growth, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Strategic Income, and VIP Value Leaders: </R>

FMR limits the amount of the fund's assets that may be invested in foreign securities to 50%.

Pooled Funds

For VIP Balanced and VIP Growth Opportunities:

The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.

For VIP Mid Cap:

The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as the fund.

In addition to each fund's fundamental and non-fundamental limitations discussed above:

Pursuant to certain state insurance regulations, any repurchase agreements or foreign repurchase agreements a fund enters into will be secured by collateral consisting of liquid assets having a market value of not less than 102% of the cash or assets transferred to the other party.

For a fund's limitations on futures, options, and swap transactions, as applicable, see the section entitled "Limitations on Futures, Options, and Swap Transactions" on page <Click Here> .

Each fund intends to comply with the requirements of Section 12(d)(1)(G)(i)(IV) of the 1940 Act.

For purposes of investing at least 25% of VIP Balanced's total assets in fixed-income senior securities, FMR interprets "total assets" to exclude collateral received for securities lending transactions and treats investment-grade debt securities, lower-quality debt securities, and preferred stock as "fixed-income senior securities."

For purposes of normally investing at least 80% of VIP Mid Cap's assets in securities of companies with medium market capitalizations, FMR intends to measure the capitalization range of the Russell Midcap ^® Index and the Standard & Poor's ^® MidCap 400 Index (S&P ^® MidCap 400) no less frequently than once a month.

<R>For purposes of normally investing at least 80% of VIP Mid Cap's assets in securities of companies with medium market capitalizations, FMR intends to measure the capitalization range of the Russell Midcap ^® Index and the Standard & Poor's ^® MidCap 400 Index (S&P ^® MidCap 400) no less frequently than once a month.</R>

<R>The following pages contain more detailed information about types of instruments in which a fund may invest, strategies FMR or may employ in pursuit of a fund's investment objective, and a summary of related risks. FMR may not buy all of these instruments or use all of these techniques unless it believes that doing so will help a fund achieve its goal.</R>

<R> Affiliated Bank Transactions. A fund may engage in transactions with financial institutions that are, or may be considered to be, "affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings. In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.</R>

Asset Allocation (VIP Asset Manager and VIP Asset Manager: Growth only). The stock class includes domestic and foreign equity securities of all types (other than adjustable rate preferred stocks, which are included in the bond class). Securities in the stock class may include common stocks, fixed-rate preferred stocks (including convertible preferred stocks), warrants, rights, depositary receipts, securities of closed-end investment companies, and other equity securities issued by companies of any size, located anywhere in the world.

The bond class includes all varieties of domestic and foreign fixed-income securities maturing in more than one year. Securities in this asset class may include bonds, notes, adjustable-rate preferred stocks, convertible bonds, mortgage-related and asset-backed securities, domestic and foreign government and government agency securities, zero coupon bonds, and other intermediate and long-term securities. These securities may be denominated in U.S. dollars or foreign currency.

The short-term/money market class includes all types of domestic and foreign short-term and money market instruments. Short-term and money market instruments may include commercial paper, notes, and other corporate debt securities, government securities issued by U.S. or foreign governments or their agencies or instrumentalities, bank deposits and other financial institution obligations, repurchase agreements involving any type of security, and other similar short-term instruments. These instruments may be denominated in U.S. dollars or foreign currency.

FMR may use its judgment to place a security in the most appropriate asset class based on its investment characteristics. Fixed-income securities may be classified in the bond or short-term/money market class according to interest rate sensitivity as well as maturity. A fund may also make other investments that do not fall within these asset classes. In making asset allocation decisions, FMR will evaluate projections of risk, market conditions, economic conditions, volatility, yields, and returns. FMR's management will use database systems to help analyze past situations and trends, research specialists in each of the asset classes to help in securities selection, portfolio management professionals to determine asset allocation and to select individual securities, and its own credit analysis as well as credit analyses provided by rating services.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to prepayment risk.

Borrowing. Each fund may borrow from banks or from other funds advised by FMR or its affiliates, or through reverse repurchase agreements. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage.

Cash Management. A fund can hold uninvested cash or can invest it in cash equivalents such as money market securities, repurchase agreements, or shares of money market or short-term bond funds. Generally, these securities offer less potential for gains than other types of securities.

<R> Central Funds are money market or short-term bond funds managed by FMR or its affiliates. The money market central funds seek to earn a high level of current income (free from federal income tax in the case of a municipal money market fund) while maintaining a stable $1.00 share price. The money market central funds comply with industry-standard regulatory requirements for money market funds regarding the quality, maturity, and diversification of their investments. The short-term bond central funds seek to obtain a high level of current income consistent with preservation of capital.</R>

Central Investment Portfolios (CIPs) Central Investment Portfolios (CIPs) are funds managed by FMR or its affiliates. The high income central investment portfolios seek a high level of income, and may also seek capital appreciation. The investment-grade central investment portfolios seek a high level of current income. Certain Fidelity funds are permitted to invest some or all of their assets allocated to high income and/or investment-grade debt in CIPs. Such an investment would allow a fund to obtain the benefits of a fully diversified high income and/or investment-grade bond portfolio regardless of the amount of assets the fund invests in high income and/or investment-grade debt.

Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

Companies "Principally Engaged" in the Real Estate Industry. For purposes of VIP Real Estate's investment objective and policy of investing at least 80% of its assets in securities of companies principally engaged in the real estate industry and other real estate related investments, FMR considers a company to be principally engaged in the real estate industry if at least 50% of its assets (marked to market), gross income, or net profits are attributable to ownership, construction, management, or sale of residential, commercial, or industrial real estate.

Countries and Markets Not Considered to Be Emerging. For purposes of VIP Strategic Income, as of December 31, 2004, the following countries and markets are not considered to be emerging: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom, and the United States.

Country or Geographic Region. FMR considers a number of factors to determine whether an investment is tied economically to a particular country or region including: whether the investment is issued or guaranteed by a particular government or any of its agencies, political subdivisions, or instrumentalities; whether the investment has its primary trading market in a particular country or region; whether the issuer is organized under the laws of, derives at least 50% of its revenues from, or has at least 50% of its assets in a particular country or region; whether the investment is included in an index representative of a particular country or region; and whether the investment is exposed to the economic fortunes and risks of a particular country or region.

Debt Securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay interest but are sold at a deep discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, and mortgage and other asset-backed securities.

Dollar-Weighted Average Maturity is derived by multiplying the value of each investment by the time remaining to its maturity, adding these calculations, and then dividing the total by the value of the fund's portfolio. An obligation's maturity is typically determined on a stated final maturity basis, although there are some exceptions to this rule.

For example, if it is probable that the issuer of an instrument will take advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will probably be called, refunded, or redeemed may be considered to be its maturity date. Also, the maturities of mortgage securities, including collateralized mortgage obligations, and some asset-backed securities are determined on a weighted average life basis, which is the average time for principal to be repaid. For a mortgage security, this average time is calculated by estimating the timing of principal payments, including unscheduled prepayments, during the life of the mortgage. The weighted average life of these securities is likely to be substantially shorter than their stated final maturity.

Domestic and Foreign Investments (money market fund only) include U.S. dollar-denominated time deposits, certificates of deposit, and bankers' acceptances of U.S. banks and their branches located outside of the United States, U.S. branches and agencies of foreign banks, and foreign branches of foreign banks. Domestic and foreign investments may also include U.S. dollar-denominated securities issued or guaranteed by other U.S. or foreign issuers, including U.S. and foreign corporations or other business organizations, foreign governments, foreign government agencies or instrumentalities, and U.S. and foreign financial institutions, including savings and loan institutions, insurance companies, mortgage bankers, and real estate investment trusts, as well as banks.

The obligations of foreign branches of U.S. banks may not be obligations of the parent bank in addition to the issuing branch, and may be limited by the terms of a specific obligation and by governmental regulation. Payment of interest and repayment of principal on these obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk) or by war or civil conflict. In addition, settlement of trades may occur outside of the United States and evidence of ownership of portfolio securities may be held outside of the United States. Accordingly, a fund may be subject to the risks associated with the settlement of trades and the holding of such property overseas. Various provisions of federal law governing the establishment and operation of U.S. branches do not apply to foreign branches of U.S. banks.

Obligations of U.S. branches and agencies of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation, as well as by governmental action in the country in which the foreign bank has its head office.

Obligations of foreign issuers involve certain additional risks. These risks may include future unfavorable political and economic developments, withholding taxes, seizures of foreign deposits, currency controls, interest limitations, or other governmental restrictions that might affect repayment of principal or payment of interest, or the ability to honor a credit commitment. Additionally, there may be less public information available about foreign entities. Foreign issuers may be subject to less governmental regulation and supervision than U.S. issuers. Foreign issuers also generally are not bound by uniform accounting, auditing, and financial reporting requirements comparable to those applicable to U.S. issuers.

Exposure to Foreign Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, or other government intervention. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for payment be renegotiated. There is no assurance that FMR will be able to anticipate these potential events or counter their effects. In addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar. </R>

It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC) markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and custodial costs, are generally higher than with U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal rights in foreign countries.

Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying issuer's country.

The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

Foreign Currency Transactions. A fund (other than a money market fund) may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same purposes.

A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the date a security is purchased or sold and the date on which payment is made or received. Entering into a forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used by a fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected by FMR.

A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in foreign currency. For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could also hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated.

A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a "cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. Cross-hedges protect against losses resulting from a decline in the hedged currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

<R>Successful use of currency management strategies will depend on FMR's skill in analyzing currency values. Currency management strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if currencies do not perform as FMR anticipates. For example, if a currency's value rose at a time when FMR had hedged a fund by selling that currency in exchange for dollars, a fund would not participate in the currency's appreciation. If FMR hedges currency exposure through proxy hedges, a fund could realize currency losses from both the hedge and the security position if the two currencies do not move in tandem. Similarly, if FMR increases a fund's exposure to a foreign currency and that currency's value declines, a fund will realize a loss. There is no assurance that FMR's use of currency management strategies will be advantageous to a fund or that it will hedge at appropriate times.</R>

Foreign Repurchase Agreements. Foreign repurchase agreements involve an agreement to purchase a foreign security and to sell that security back to the original seller at an agreed-upon price in either U.S. dollars or foreign currency. Unlike typical U.S. repurchase agreements, foreign repurchase agreements may not be fully collateralized at all times. The value of a security purchased by a fund may be more or less than the price at which the counterparty has agreed to repurchase the security. In the event of default by the counterparty, the fund may suffer a loss if the value of the security purchased is less than the agreed-upon repurchase price, or if the fund is unable to successfully assert a claim to the collateral under foreign laws. As a result, foreign repurchase agreements may involve higher credit risks than repurchase agreements in U.S. markets, as well as risks associated with currency fluctuations. In addition, as with other emerging market investments, repurchase agreements with counterparties located in emerging markets or relating to emerging markets may involve issuers or counterparties with lower credit ratings than typical U.S. repurchase agreements.

<R> Funds' Rights as Investors. The funds do not intend to direct or administer the day-to-day operations of any company. A fund, however, may exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to management, the Board of Directors, shareholders of a company, and holders of other securities of the company when FMR determines that such matters could have a significant effect on the value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others, may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could be involved in lawsuits related to such activities. FMR will monitor such activities with a view to mitigating, to the extent possible, the risk of litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation against a fund will not be undertaken or liabilities incurred. The funds' proxy voting guidelines are included in this SAI.</R>

Futures, Options, and Swaps. The following paragraphs pertain to futures, options, and swaps: Combined Positions, Correlation of Price Changes, Futures Contracts, Futures Margin Payments, Limitations on Futures, Options, and Swap Transactions, Liquidity of Options and Futures Contracts, Options and Futures Relating to Foreign Currencies, OTC Options, Purchasing Put and Call Options, Writing Put and Call Options, and Swap Agreements.

Combined Positions involve purchasing and writing options in combination with each other, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

Correlation of Price Changes. Because there are a limited number of types of exchange-traded options and futures contracts, it is likely that the standardized contracts available will not match a fund's current or anticipated investments exactly. A fund may invest in options and futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options or futures position will not track the performance of the fund's other investments.

Options and futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options and futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell options and futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's options or futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. Some currently available futures contracts are based on specific securities, such as U.S. Treasury bonds or notes, some are based on indices of securities prices, such as the Standard & Poor's 500 ^SM Index (S&P 500 ^® ), and some are based on Eurodollars. Futures can be held until their delivery dates, or can be closed out before then if a liquid secondary market is available.

Futures may be based on foreign indexes such as the Compagnie des Agents de Change 40 Index (CAC 40) in France, the Deutscher Aktienindex (DAX 30) in Germany, the Financial Times Stock Exchange Eurotop 100 Index (FTSE Eurotop 100) in Europe, the IBEX 35 Index (IBEX 35) in Spain, the Financial Times Stock Exchange 100 Index (FTSE 100) in the United Kingdom, the Australian Stock Exchange All Ordinaries Index (ASX All Ordinaries) in Australia, the Hang Seng Index in Hong Kong, and the Nikkei Stock Average (Nikkei 225), the Nikkei Stock Index 300 (Nikkei 300), and the Tokyo Stock Exchange Stock Price Index (TOPIX) in Japan.

Positions in Eurodollar futures reflect market expectations of forward levels of three-month London Interbank Offered Rate (LIBOR) rates.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.

Futures Margin Payments. The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. Initial margin deposits are typically equal to a percentage of the contract's value. If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute purchasing securities on margin for purposes of a fund's investment limitations. In the event of the bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund.

Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading, settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund. Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may also involve the risk of foreign currency fluctuation.

Limitations on Futures, Options, and Swap Transactions. Each trust, on behalf of each growth/growth & income/asset allocation/income fund, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to each fund's operation. Accordingly, each growth/growth & income/asset allocation/income fund is not subject to registration or regulation as a CPO.

VIP Asset Manager, VIP Asset Manager: Growth, and VIP Balanced, will not: (a) sell futures contracts, purchase put options, write call options, or enter into swap agreements if, as a result, more than 25% of the fund's total assets would be hedged with futures and/or options and/or swap agreements under normal conditions; (b) purchase futures contracts, write put options, or enter into swap agreements (other than swaps entered into for hedging purposes under (a)) if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options plus the notional amount of any such swaps would exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to futures, options, or swaps.

VIP Investment Grade Bond and VIP Strategic Income will not: (a) sell futures contracts, purchase put options, write call options, or enter into swap agreements if, as a result, more than 25% of the fund's total assets would be hedged with futures and/or options and/or swap agreements under normal conditions; (b) purchase futures contracts, write put options, or enter into swap agreements (other than swaps entered into for hedging purposes under (a)) if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options plus the notional amount of any such swaps would exceed 25% of its total assets; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to futures, options, or swaps.

VIP Aggressive Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options.

<R>VIP High Income will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of its total assets; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options.</R>

<R>The above limitations on the funds' (other than the money market fund's) investments in futures contracts, options, and swaps, and the funds' policies regarding futures contracts, options, and swaps discussed elsewhere in this SAI may be changed as regulatory agencies permit.</R>

Liquidity of Options and Futures Contracts. There is no assurance a liquid secondary market will exist for any particular options or futures contract at any particular time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for options and futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the secondary market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options or futures positions could also be impaired.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indices, as discussed above. A fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the fund's investments exactly over time.

OTC Options. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally are less liquid and involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.

Purchasing Put and Call Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indices of securities prices, and futures contracts. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike price. A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if security prices fall substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.

Writing Put and Call Options. The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, the writer assumes the obligation to pay the strike price for the option's underlying instrument if the other party to the option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin payments to an FCM as described above for futures contracts.

If security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option's underlying instrument, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a call writer mitigates the effects of a price decline. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.

Swap Agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a fund's exposure to long- or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names, including interest rate swaps (where the parties exchange a floating rate for a fixed rate), total return swaps (where the parties exchange a floating rate for the total return of a security or index), and credit default swaps (where one party pays a fixed rate and the other agrees to buy a specific issuer's debt at par upon the occurrence of certain agreed events, including for example, if the issuer is bankrupt, defaults on any of its debt obligations or makes arrangements with a creditor to modify a debt obligation).

In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.

Swap agreements will tend to shift a fund's investment exposure from one type of investment to another. For example, if the fund agreed to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease the fund's exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and yield.

<R>Swap agreements also may allow a fund to acquire or reduce credit exposure to a particular issuer. The most significant factor in the performance of swap agreements is the change in the factors that determine the amounts of payments due to and from a fund. If a swap agreement calls for payments by the fund, the fund must be prepared to make such payments when due. In the case of a physically settled credit default swap written by the fund, the fund must be prepared to pay par for and take possession of eligible debt of a defaulted issuer. If a swap counterparty's creditworthiness declines, the risk that they may not perform may increase, potentially resulting in a loss to the fund. In the case of a credit default swap written by the fund, the fund will experience a loss if a credit event occurs and the credit of the underlying referenced entity (the debt issuer as to which credit protection has been written) has deteriorated. Although there can be no assurance that the fund will be able to do so, the fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. The fund may have limited ability to eliminate its exposure under a credit default swap if the credit of the underlying referenced entity has declined.</R>

<R> Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. Difficulty in selling securities may result in a loss or may be costly to a fund. Under the supervision of the Board of Trustees, FMR determines the liquidity of a fund's investments and, through reports from FMR, the Board monitors investments in illiquid securities. In determining the liquidity of a fund's investments, FMR may consider various factors, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).</R>

Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indices, currencies, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic.

Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of direct ownership.

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

<R>The performance of indexed securities depends to a great extent on the performance of the security, currency, or other instrument to which they are indexed, and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies.</R>

<R> Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a fund may lend money to, and borrow money from, other funds advised by FMR or its affiliates. A fund will borrow through the program only when the costs are equal to or lower than the cost of bank loans, and will lend through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. A fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.</R>

Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by Moody's ^® Investors Service, Standard & Poor's ^® (S&P ^® ), Fitch Inc., Dominion Bond Rating Service Limited, or another credit rating agency designated as a nationally recognized statistical rating organization (NRSRO) by the SEC, or is unrated but considered to be of equivalent quality by FMR.

Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables), or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower on demand.

Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Direct indebtedness of developing countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.

Investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve additional risks. For example, if a loan is foreclosed, the purchaser could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a purchaser to increase its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the amount will ever be repaid.

Each fund limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry (see each fund's investment limitations). For purposes of these limitations, a fund generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.

Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates.

The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality debt securities and the ability of outside pricing services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt securities, FMR's research and credit analysis are an especially important part of managing securities of this type. FMR will attempt to identify those issuers of high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future. FMR's analysis focuses on relative values based on such factors as interest or dividend coverage, asset coverage, earnings prospects, and the experience and managerial strength of the issuer.

A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

Money Market Securities are high-quality, short-term obligations. Money market securities may be structured to be, or may employ a trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the maturity of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended, adverse tax or investment consequences may result. Neither the Internal Revenue Service (IRS) nor any other regulatory authority has ruled definitively on certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could adversely affect the value, liquidity, or tax treatment of the income received from these securities or the nature and timing of distributions made by the funds.

Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties. Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by the full faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition, regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in interest rates than those of non-stripped mortgage securities.

To earn additional income for a fund, FMR may use a trading strategy that involves selling (or buying) mortgage securities and simultaneously agreeing to purchase (or sell) mortgage securities on a later date at a set price. This trading strategy may increase interest rate exposure and result in an increased portfolio turnover rate which increases costs and may increase taxable gains.

Municipal Securities are issued to raise money for a variety of public or private purposes, including general financing for state and local governments, or financing for specific projects or public facilities. They may be issued in anticipation of future revenues and may be backed by the full taxing power of a municipality, the revenues from a specific project, or the credit of a private organization. The value of some or all municipal securities may be affected by uncertainties in the municipal market related to legislation or litigation involving the taxation of municipal securities or the rights of municipal securities holders. A municipal security may be owned directly or through a participation interest.

Preferred Securities represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred securities and common stock.

Put Features entitle the holder to sell a security back to the issuer or a third party at any time or at specified intervals. In exchange for this benefit, a fund may accept a lower interest rate. Securities with put features are subject to the risk that the put provider is unable to honor the put feature (purchase the security). Put providers often support their ability to buy securities on demand by obtaining letters of credit or other guarantees from other entities. Demand features, standby commitments, and tender options are types of put features.

Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the 1940 Act.

<R> Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. The funds will engage in repurchase agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by FMR.</R>

Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

<R> Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. The funds will enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by FMR. Such transactions may increase fluctuations in the market value of fund assets and may be viewed as a form of leverage.</R>

<R> Securities Lending. A fund may lend securities to parties such as broker-dealers or other institutions, including Fidelity Brokerage Services LLC (FBS LLC). FBS LLC is a member of the New York Stock Exchange (NYSE) and an indirect subsidiary of FMR Corp.</R>

<R>Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund maintains the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. 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. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities loaned, a fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Loans will be made only to parties deemed by FMR to be in good standing and when, in FMR's judgment, as appropriate, the income earned would justify the risks.</R>

Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

Securities of Other Investment Companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value per share (NAV). Others are continuously offered at NAV, but may also be traded in the secondary market.

<R>The extent to which a fund can invest in securities of other investment companies is limited by federal securities laws.</R>

<R> Short Sales "Against the Box" are short sales of securities that a fund owns or has the right to obtain (equivalent in kind or amount to the securities sold short). If a fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding.</R>

Short sales against the box could be used to protect the NAV of a money market fund in anticipation of increased interest rates, without sacrificing the current yield of the securities sold short. A money market fund will incur transaction costs in connection with opening and closing short sales against the box. A fund (other than a money market fund) will incur transaction costs, including interest expenses, in connection with opening, maintaining, and closing short sales against the box.

Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if FMR anticipates a decline in the price of the stock underlying a convertible security held by a fund, it may sell the stock short. If the stock price subsequently declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Each fund currently intends to hedge no more than 15% of its total assets with short sales on equity securities underlying its convertible security holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including interest expenses, in connection with opening, maintaining, and closing short sales.

Sources of Liquidity or Credit Support. Issuers may employ various forms of credit and liquidity enhancements, including letters of credit, guarantees, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other financial institutions. FMR may rely on its evaluation of the credit of the liquidity or credit enhancement provider in determining whether to purchase a security supported by such enhancement. In evaluating the credit of a foreign bank or other foreign entities, FMR will consider whether adequate public information about the entity is available and whether the entity may be subject to unfavorable political or economic developments, currency controls, or other government restrictions that might affect its ability to honor its commitment. Changes in the credit quality of the entity providing the enhancement could affect the value of the security or a fund's share price.

Sovereign Debt Obligations are issued or guaranteed by foreign governments or their agencies, including debt of Latin American nations or other developing countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Sovereign debt of developing countries may involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and payment of interest may depend on political as well as economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. Government securities, repayment of principal and payment of interest is not guaranteed by the U.S. Government.

Stripped Securities are the separate income or principal components of a debt security. The risks associated with stripped securities are similar to those of other debt securities, although stripped securities may be more volatile, and the value of certain types of stripped securities may move in the same direction as interest rates. U.S. Treasury securities that have been stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.

Privately stripped government securities are created when a dealer deposits a U.S. Treasury security or other U.S. Government security with a custodian for safekeeping. The custodian issues separate receipts for the coupon payments and the principal payment, which the dealer then sells.

Because the SEC does not consider privately stripped government securities to be U.S. Government securities for purposes of Rule 2a-7, a fund must evaluate them as it would non-government securities pursuant to regulatory guidelines applicable to money market funds.

<R> Temporary Defensive Policies. Each of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for temporary, defensive purposes.</R>

VIP Investment Grade Bond reserves the right to invest without limitation in investment-grade money market or short-term debt instruments for temporary, defensive purposes.

Each of VIP High Income and VIP Strategic Income reserves the right to invest without limitation in investment-grade securities for temporary, defensive purposes.

Variable and Floating Rate Securities provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuer's credit quality. Some variable or floating rate securities are structured with put features that permit holders to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries.

Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

When-Issued and Forward Purchase or Sale Transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is not required until the delivery date, these risks are in addition to the risks associated with a fund's investments. If a fund remains substantially fully invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund.

Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase price and its face value is considered income.

<R> SPECIAL CONSIDERATIONS REGARDING CANADA </R>

<R> Political. Canada's parliamentary system of government is, in general, stable. However, from time to time, some provinces, but particularly Quebec, have called for a revamping of the legal and financial relationship between the federal government in Ottawa and the provinces. To date, referendums on Quebec sovereignty have been defeated, but the issue remains unresolved. The Supreme Court of Canada decided in August 1998 that if there was a "clear answer" to a "clear question" in a referendum, then the federal government would be obliged to negotiate with Quebec.</R>

<R> Economic. Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, changes in the supply and demand of industrial and basic materials, both domestically and internationally, can have a significant effect on Canadian market performance.</R>

<R>In addition, Canada relies considerably on the health of the United States' economy, its biggest trading partner and largest foreign investor. The expanding economic and financial integration of the United States and Canada will likely make the Canadian economy and securities market increasingly sensitive to U.S. economic and market events.</R>

<R> SPECIAL CONSIDERATIONS REGARDING EUROPE </R>

<R>On January 1, 1999, eleven of the fifteen member countries of the European Union (EU) fixed their currencies irrevocably to the euro, the new unit of currency of the European Economic and Monetary Union (EMU). At that time each member's currency was converted at a fixed rate to the euro. Initially, use of the euro was confined mainly to the wholesale financial markets, while its widespread use in the retail sector followed with the circulation of euro banknotes and coins on January 1, 2002. At that time, the national banknotes and coins of participating member countries ceased to be legal tender. In addition to adopting a single currency, member countries no longer controlled their own monetary policies. Instead, the authority to direct monetary policy is exercised by the new European Central Bank. On June 19, 2000, Greece's application for membership in the EMU was accepted by the EU Council of Ministers. This action expanded the number of members of the EU's single currency area from eleven to twelve, effective January 1, 2001.</R>

<R>While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should be aware that the success of the union is not wholly assured. Europe must grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. Twelve disparate economies must adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty. The Continent's economies are diverse, its governments decentralized, and its cultures differ widely. Unemployment is historically high and could pose political risk. One or more member countries might exit the union, placing the currency and banking system in jeopardy. In September 2000, Danish voters rejected membership in the single European currency, as did Swedish voters in September of 2003. The results of these votes has likely set back the plans of the Prime Minister of The United Kingdom to place a similar referendum on euro membership before its voters. Similarly, the Danish and Swedish votes have been seen as giving a boost to the growing numbers of citizens of euro-zone countries who have grown disaffected with the new currency.</R>

<R> Political. On May 1, 2004, ten new Member States officially joined the EU bringing the total number of member nations to twenty five. For these countries, membership serves as a strong political impetus to employ tight fiscal and monetary policies. Nevertheless, eight of the new entrants are former Soviet satellites and remain burdened to various extents by the inherited inefficiencies of centrally planned economies similar to what existed under the old Soviet Union.</R>

<R>At the same time, there could become an increasingly widening gap between rich and poor within the EU's member countries, and particularly among the ten new members that have not met the requirements for joining the EMU. Realigning traditional alliances could alter trading relationships and potentially provoke divisive socioeconomic splits. Despite relative calm in Western Europe in recent years, the risk of regional conflict or targeted terrorist activity could disrupt European markets.</R>

<R>In the transition to the single economic system, significant political decisions will be made which will effect the market regulation, subsidization, and privatization across all industries, from agricultural products to telecommunications. </R>

<R> Economic. As economic conditions across member states vary from robust to dismal, there is continued concern about national-level support for the currency and the accompanying coordination of fiscal and wage policy among the twelve EMU member nations. According to the Maastricht treaty, member countries must maintain inflation below 3.3%, public debt below 60% of GDP, and a deficit of 3% or less of GDP to qualify for participation in the euro. These requirements severely limit member countries' ability to implement monetary policy to address regional economic conditions. Countries that did not qualify for the euro risk being left farther behind. </R>

<R> Currency. Investing in euro-denominated securities entails risk of being exposed to a new currency that may not fully reflect the strengths and weaknesses of the disparate economies that make up the EU. This has been the case in years 1999 through 2002 inclusive, when the initial exchange rates of the euro versus many of the world's major currencies steadily declined. In this environment, U.S. and other foreign investors experienced erosion of their investment returns in the region. In addition, many European countries rely heavily upon export dependent businesses and any strength in the exchange rate between the euro and the dollar can have either a positive or a negative effect upon corporate profits.</R>

<R> Nordic Countries. Faced with stronger global competition, the Nordic countries - Norway, Finland, Denmark, and Sweden - have had to scale down their historically generous welfare programs, resulting in drops in domestic demand and increased unemployment. Major industries in the region, such as forestry, agriculture, and oil, are heavily resource-dependent and face pressure as a result of high labor costs. Pension reform, union regulation, and further cuts in liberal social programs will likely need to be addressed as the Nordic countries face increased international competition.</R>

<R> Eastern Europe. Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. </R>

<R>The economies of the Eastern European nations are embarking on the transition from communism at different paces with appropriately different characteristics. Most Eastern European markets suffer from thin trading activity, dubious investor protections, and often, a dearth of reliable corporate information. Information and transaction costs, differential taxes, and sometimes political or transfer risk give a comparative advantage to the domestic investor rather than the foreign investor. In addition, these markets are particularly sensitive to political, economic, and currency events in Russia and have recently suffered heavy losses as a result of their trading and investment links to the troubled Russian economy and currency. </R>

<R> SPECIAL CONSIDERATIONS REGARDING JAPAN </R>

<R>Fueled by public investment, protectionist trade policies, and innovative management styles, the Japanese economy has transformed itself since World War II into the world's second largest economy. Despite its impressive history, investors face special risks when investing in Japan.</R>

<R> Economic. Since Japan's bubble economy collapsed, the nation has drifted between modest growth and recession. By mid-year 1998, the world's second largest economy had slipped into its deepest recession since World War II. Much of the blame can be placed on government inaction in implementing long-neglected structural reforms despite strong and persistent prodding from the International Monetary Fund and the G7 member nations. Steps have been taken to deregulate and liberalize protected areas of the economy, but the pace of change has been disappointedly slow.</R>

<R>The most pressing need for action is the daunting task of overhauling the nation's financial institutions and securing public support for taxpayer-funded bailouts. Banks, in particular, must dispose of their huge overhang of bad loans and trim their balance sheets in preparation for greater competition from foreign institutions as more areas of the financial sector are opened. Successful financial sector reform would allow Japan's financial institutions to act as a catalyst for economic recovery at home and across the troubled Asian region. </R>

<R> SPECIAL CONSIDERATIONS REGARDING ASIA PACIFIC REGION (EX JAPAN) </R>

<R>Many countries in the region have historically faced political uncertainty, corruption, military intervention, and social unrest. Examples include the ethnic, sectarian, and separatist violence found in Indonesia, and the nuclear arms threats between India and Pakistan. To the extent that such events continue in the future, they can be expected to have a negative effect on economic and securities market conditions in the region.</R>

<R> China Region. As with all transition economies, China's ability to develop and sustain a credible legal, regulatory, monetary, and socioeconomic system could influence the course of outside investment. Hong Kong is closely tied to China, economically and through China's 1997 acquisition of the country as a Special Autonomous Region (SAR). Hong Kong's success depends, in large part, on its ability to retain the legal, financial, and monetary systems that allow economic freedom and market expansion.</R>

<R> SPECIAL CONSIDERATIONS REGARDING LATIN AMERICA </R>

<R>As an emerging market, Latin America has long suffered from political, economic, and social instability. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalization, hyperinflation, debt crises, and currency devaluation. However, much has changed in the past decade. Democracy is beginning to become well established in some countries. A move to a more mature and accountable political environment is well under way. Domestic economies have been deregulated, privatization of state-owned companies is almost completed and foreign trade restrictions have been relaxed. Nonetheless, the volatile stock markets of the past five years have clearly demonstrated that investors in the region continue to face a number of potential risks.</R>

<R>Argentina's recent bankruptcy, the spreading financial turmoil in its neighboring countries, and its inability to reach agreement with its creditors are just the latest chapters in Latin America's long history of foreign debt and default. Almost all of the region's economies have become highly dependent upon foreign credit and loans from external sources to fuel their state-sponsored economic plans. Government profligacy and ill conceived plans for modernization have exhausted these resources with little benefit accruing to the economy and most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the debt is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. Accordingly, these governments may be forced to reschedule or freeze their debt repayment, which could negatively impact the stock market.</R>

<R> SPECIAL CONSIDERATIONS REGARDING RUSSIA </R>

<R>Investing in Russian securities is highly speculative and involves significant risks and special considerations not typically associated with investing in the securities markets of the U.S. and most other developed countries. Over the past century, Russia has experienced political and economic turbulence and has endured decades of communist rule under which tens of millions of its citizens were collectivized into state agricultural and industrial enterprises. Since the collapse of the Soviet Union, Russia's government has been faced with the daunting task of stabilizing its domestic economy, while transforming it into a modern and efficient structure able to compete in international markets and respond to the needs of its citizens. However, to date, many of the country's economic reform initiatives have floundered as the proceeds of IMF and other economic assistance have been squandered or stolen. In this environment, there is always the risk that the nation's government will abandon the current program of economic reform and replace it with radically different political and economic policies that would be detrimental to the interests of foreign investors. This could entail a return to a centrally planned economy and nationalization of private enterprises similar to what existed under the old Soviet Union.</R>

<R>Foreign investors also face a high degree of currency risk when investing in Russian securities and a lack of available currency hedging instruments. In a surprise move in August 1998, Russia devalued the ruble, defaulted on short-term domestic bonds, and imposed a moratorium on the repayment of its international debt and the restructuring of the repayment terms. These actions have negatively affected Russian borrowers' ability to access international capital markets and have had a damaging impact on the Russian economy. In light of these and other recent government actions, foreign investors face the possibility of further devaluations. In addition, there is the risk the government may impose capital controls on foreign portfolio investments in the event of extreme financial or political crisis. Such capital controls would prevent the sale of a portfolio of foreign assets and the repatriation of investment income and capital.</R>

<R>Many of Russia's businesses have failed to mobilize the available factors of production because the country's privatization program virtually ensured the predominance of the old management teams that are largely non-market-oriented in their management approach. Poor accounting standards, inept management, pervasive corruption, insider trading and crime, and inadequate regulatory protection for the rights of investors all pose a significant risk, particularly to foreign investors. In addition, there is the risk that the Russian tax system will not be reformed to prevent inconsistent, retroactive and/or exorbitant taxation or, in the alternative, the risk that a reformed tax system may result in the inconsistent and unpredictable enforcement of the new tax laws.</R>

<R>Compared to most national stock markets, the Russian securities market suffers from a variety of problems not encountered in more developed markets. There is little long-term historical data on the Russian securities market because it is relatively new and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally, there is little solid corporate information available to investors. As a result, it may be difficult to assess the value or prospects of an investment in Russian companies.</R>

<R>Because of the recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications systems, settlement, clearing and registration of securities transactions are subject to significant risks. Ownership of shares (except where shares are held through depositories that meet the requirements of the 1940 Act) is defined according to entries in the company's share register and normally evidenced by extracts from the register or by formal share certificates. However, there is no central registration system for shareholders and these services are carried out by the companies themselves or by registrars located throughout Russia. These registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity and it is possible for a fund to lose its registration through fraud, negligence or even mere oversight. While a fund will endeavor to ensure that its interest continues to be appropriately recorded either itself or through a custodian or other agent inspecting the share register and by obtaining extracts of share registers through regular confirmations, these extracts have no legal enforceability and it is possible that subsequent illegal amendment or other fraudulent act may deprive a fund of its ownership rights or improperly dilute its interests. In addition, while applicable Russian regulations impose liability on registrars for losses resulting from their errors, it may be difficult for a fund to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. Furthermore, significant delays or problems may occur in registering the transfer of securities, which could cause a fund to incur losses due to a counterparty's failure to pay for securities the fund has delivered or the fund's inability to complete its contractual obligations because of theft or other reasons.</R>

<R>The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable to any weakening in global demand for these products.</R>

PORTFOLIO TRANSACTIONS

<R>All orders for the purchase or sale of portfolio securities are placed on behalf of each fund by FMR pursuant to authority contained in the management contract. FMR may also be responsible for the placement of portfolio transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion. In selecting brokers or dealers (including affiliates of FMR), FMR generally considers: the execution price; the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the execution efficiency, settlement capability, and financial condition of the firm; the execution services rendered on a continuing basis; the reasonableness of any compensation paid; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.</R>

For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM.

If FMR grants investment management authority to a sub-adviser (see the section entitled "Management Contracts"), that sub-adviser is authorized to provide the services described in the sub-advisory agreement, and will do so in accordance with the policies described in this section.

Purchases and sales of securities on a securities exchange are effected through brokers who receive compensation for their services. Compensation may also be paid in connection with riskless principal transactions (in both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN) or an alternative trading system.

Securities may be purchased from underwriters at prices that include underwriting fees.

Generally, compensation relating to investments traded on foreign exchanges will be higher than for investments traded on U.S. exchanges and may not be subject to negotiation.

Futures transactions are executed and cleared through FCMs who receive compensation for their services.

<R>Each fund may execute portfolio transactions with brokers or dealers (who are not affiliates of FMR) that provide products and services. These products and services may include: economic, industry, or company research reports or investment recommendations; subscriptions to financial publications or research data compilations; compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation equipment and services; research or analytical computer software and services; products or services that assist in effecting transactions, including services of third-party computer systems developers directly related to research and brokerage activities; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). The receipt of these products and services has not reduced FMR's normal research activities in providing investment advice to the funds. FMR's expenses could be increased, however, if it attempted to generate these additional products and services through its own efforts.</R>

<R>Certain of the products and services FMR receives from brokers or dealers are furnished by brokers or dealers on their own initiative, either in connection with a particular transaction or as part of their overall services. In addition, FMR may request a broker or dealer to provide a specific proprietary or third-party product or service. While FMR takes into account the products and services provided by a broker or dealer in determining whether compensation paid is reasonable, neither FMR nor a fund incurs an obligation to the broker, dealer, or third party to pay for any product or service (or portion thereof) by generating a certain amount of compensation or otherwise.</R>

<R>Brokers or dealers that execute transactions for a fund may receive compensation that is in excess of the amount of compensation that other brokers or dealers might have charged, in recognition of the products and services they have provided. Before causing a fund to pay such higher compensation, FMR will make a good faith determination that the compensation is reasonable in relation to the value of the products and services provided viewed in terms of the particular transaction for the fund or FMR's overall responsibilities to the fund or other investment companies and investment accounts. Typically, these products and services assist FMR or its affiliates in terms of its overall investment responsibilities to the fund and other investment companies and investment accounts; however, each product or service received may not benefit the fund.</R>

<R>FMR may place trades with certain brokers, including National Financial Services LLC (NFS), with which FMR is under common control, provided it determines that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified brokerage firms. FMR does not allocate trades to NFS in exchange for brokerage and research products and services of the type sometimes known as "soft dollars." FMR trades with FMR's affiliated brokers on an execution-only basis. Prior to February 6, 2004, certain trades executed through NFS were transacted with Archipelago ECN (Archipelago), an ECN in which a wholly-owned subsidiary of FMR Corp. had an equity ownership interest.</R>

FMR may allocate brokerage transactions to brokers or dealers (who are not affiliates of FMR) who have entered into arrangements with FMR under which the broker-dealer allocates a portion of the compensation paid by a fund toward the reduction of that fund's expenses.

<R>The Trustees of each fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the fund and review the compensation paid by the fund over representative periods of time to determine if they are reasonable in relation to the benefits to the fund.</R>

<R>For the fiscal periods ended December 31, 2004 and 2003, the portfolio turnover rates for each fund (other than the money market fund) are presented in the table below. </R>

<R> Turnover Rates </R>	<R> 2004 </R>	<R> 2003 </R>
<R>VIP Aggressive Growth ^(dagger) </R>	<R> 91%</R>	<R> 150%</R>
<R>VIP Asset Manager</R>	<R> 66%</R>	<R> 82%</R>
<R>VIP Asset Manager: Growth</R>	<R> 57%</R>	<R> 65%</R>
<R>VIP Balanced</R>	<R> 74%</R>	<R> 102%</R>
<R>VIP Contrafund</R>	<R> 64%</R>	<R> 66%</R>
<R>VIP Dynamic Capital Appreciation ^(dagger) </R>	<R> 226%</R>	<R> 307%</R>
<R>VIP Equity-Income</R>	<R> 22%</R>	<R> 26%</R>
<R>VIP Growth</R>	<R> 72%</R>	<R> 61%</R>
<R>VIP Growth & Income</R>	<R> 23%</R>	<R> 25%</R>
<R>VIP Growth Opportunities</R>	<R> 65%</R>	<R> 62%</R>
<R>VIP Growth Stock</R>	<R> 151%</R>	<R> 149%</R>
<R>VIP High Income</R>	<R> 128%</R>	<R> 130%</R>
<R>VIP Investment Grade Bond</R>	<R> 170%</R>	<R> 218%</R>
<R>VIP Mid Cap</R>	<R> 55%</R>	<R> 51%</R>
<R>VIP Real Estate</R>	<R> 66%</R>	<R> 46%</R>
<R>VIP Strategic Income ^** </R>	<R> 78%</R>	<R> 0% ^* </R>
<R>VIP Value</R>	<R> 155%</R>	<R> 164%</R>
<R>VIP Value Leaders ^*** </R>	<R> 121%</R>	<R> 119% ^* </R>
<R>VIP Value Strategies</R>	<R> 41%</R>	<R> 47%</R>

^* Annualized

^** VIP Strategic Income commenced operations on December 23, 2003.

^*** VIP Value Leaders commenced operations on June 17, 2003.

^(dagger) Variations in turnover rate are due to fluctuating volume of shareholder purchase and redemption orders, market conditions, and changes in FMR's investment outlook.

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. Significant changes in brokerage commissions paid by a fund from year to year may result from changing asset levels throughout the year.

For the fiscal years ended December 31, 2004, 2003, and 2002, VIP Investment Grade Bond and VIP Money Market paid no brokerage commissions.

The following table shows the total amount of brokerage commissions paid by each fund for the fiscal years ended December 31, 2004, 2003, and 2002, stated as a dollar amount and a percentage of the fund's average net assets.

Fund	Fiscal Year Ended	Dollar Amount	Percentage of Average Net Assets
<R> VIP Aggressive Growth </R>	<R>December 31</R>
<R>2004</R>		<R>$ 28,438</R>	<R> 0.29%</R>
<R>2003</R>		<R>$ 35,777</R>	<R> 0.53%</R>
<R>2002</R>		<R>$ 75,141</R>	<R> 1.23%</R>
<R> VIP Asset Manager ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 1,667,661</R>	<R> 0.06%</R>
<R>2003</R>		<R>$ 1,901,908</R>	<R> 0.07%</R>
<R>2002</R>		<R>$ 4,908,667</R>	<R> 0.16%</R>
<R> VIP Asset Manager: Growth ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 296,094</R>	<R> 0.09%</R>
<R>2003</R>		<R>$ 270,312</R>	<R> 0.09%</R>
<R>2002</R>		<R>$ 788,044</R>	<R> 0.23%</R>
<R> VIP Balanced ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 88,289</R>	<R> 0.03%</R>
<R>2003</R>		<R>$ 90,306</R>	<R> 0.03%</R>
<R>2002</R>		<R>$ 280,975</R>	<R> 0.10%</R>
<R> VIP Contrafund </R>	<R>December 31</R>
<R>2004</R>		<R>$ 15,753,429</R>	<R> 0.14%</R>
<R>2003</R>		<R>$ 15,448,270</R>	<R> 0.18%</R>
<R>2002</R>		<R>$ 14,929,763</R>	<R> 0.18%</R>
<R> VIP Dynamic Capital Appreciation ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 229,422</R>	<R> 0.68%</R>
<R>2003</R>		<R>$ 131,728</R>	<R> 1.07%</R>
<R>2002</R>		<R>$ 69,659</R>	<R> 1.03%</R>
<R> VIP Equity-Income </R>	<R>December 31</R>
<R>2004</R>		<R>$ 6,121,773</R>	<R> 0.06%</R>
<R>2003</R>		<R>$ 6,468,705</R>	<R> 0.07%</R>
<R>2002</R>		<R>$ 5,828,237</R>	<R> 0.06%</R>
<R> VIP Growth </R>	<R>December 31</R>
<R>2004</R>		<R>$ 25,662,044</R>	<R> 0.25%</R>
<R>2003</R>		<R>$ 20,652,569</R>	<R> 0.23%</R>
<R>2002</R>		<R>$ 33,429,594</R>	<R> 0.32%</R>
<R> VIP Growth & Income </R>	<R>December 31</R>
<R>2004</R>		<R>$ 707,581</R>	<R> 0.05%</R>
<R>2003</R>		<R>$ 604,196</R>	<R> 0.05%</R>
<R>2002</R>		<R>$ 894,644</R>	<R> 0.08%</R>
<R> VIP Growth Opportunities </R>	<R>December 31</R>
<R>2004</R>		<R>$ 1,171,577</R>	<R> 0.16%</R>
<R>2003</R>		<R>$ 1,093,568</R>	<R> 0.16%</R>
<R>2002</R>		<R>$ 1,290,332</R>	<R> 0.16%</R>
<R> VIP Growth Stock </R>	<R>December 31</R>
<R>2004</R>		<R>$ 26,703</R>	<R> 0.43%</R>
<R>2003</R>		<R>$ 24,546</R>	<R> 0.45%</R>
<R>2002*</R>		<R>$ 4,375</R>	<R> 0.09%</R>
<R> VIP High Income ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 1,414</R>	<R> 0.00%</R>
<R>2003</R>		<R>$ 150,614</R>	<R> 0.01%</R>
<R>2002</R>		<R>$ 23,476</R>	<R> 0.00%</R>
<R> VIP Mid Cap ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 6,643,360</R>	<R> 0.22%</R>
<R>2003</R>		<R>$ 3,910,898</R>	<R> 0.23%</R>
<R>2002</R>		<R>$ 6,141,019</R>	<R> 0.47%</R>
<R> VIP Real Estate ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 155,609</R>	<R> 0.18%</R>
<R>2003</R>		<R>$ 33,159</R>	<R> 0.28%</R>
<R>2002**</R>		<R>$ 3,530</R>	<R> 0.07%</R>
<R> VIP Strategic Income </R>	<R>December 31</R>
<R>2004</R>		<R>$ 500</R>	<R> 0.00%</R>
<R>2003***</R>		<R>--</R>	<R>--</R>
<R> VIP Value </R>	<R>December 31</R>
<R>2004</R>		<R>$ 17,116</R>	<R> 0.37%</R>
<R>2003</R>		<R>$ 15,905</R>	<R> 0.51%</R>
<R>2002</R>		<R>$ 12,315</R>	<R> 0.36%</R>
<R> VIP Value Leaders </R>	<R>December 31</R>
<R>2004</R>		<R>$ 18,483</R>	<R> 0.32%</R>
<R>2003****</R>		<R>$ 9,407</R>	<R> 0.19%</R>
<R> VIP Value Strategies ^(dagger) </R>	<R>December 31</R>
<R>2004</R>		<R>$ 976,236</R>	<R> 0.19%</R>
<R>2003</R>		<R>$ 858,412</R>	<R> 0.55%</R>
<R>2002*****</R>		<R>$ 116,216</R>	<R> 0.62%</R>

<R>* VIP Growth Stock commenced operations on December 11, 2002.</R>

<R>** VIP Real Estate commenced operations on November 6, 2002.</R>

<R>*** VIP Strategic Income commenced operations on December 23, 2003.</R>

<R>**** VIP Value Leaders commenced operations on June 17, 2003.</R>

<R>***** VIP Value Strategies commenced operations on February 20, 2002.</R>

<R> ^(dagger) Significant changes in brokerage commissions paid by the fund from year to year resulted from changing asset levels throughout the year, shareholder activity, and portfolio turnover.</R>

<R>The first table below shows the total amount of brokerage commissions paid by each fund (other than VIP Investment Grade Bond, and VIP Money Market) to NFS for the past three fiscal years. The second table shows the approximate amount of aggregate brokerage commissions paid by a fund to NFS as a percentage of the approximate aggregate dollar amount of transactions for which the fund paid brokerage commissions as well as the percentage of transactions effected by a fund through NFS, in each case for the fiscal year ended 2004. NFS is paid on a commission basis.</R>

Fund	Fiscal Year Ended	Total Amount Paid To NFS ^A
<R> VIP Aggressive Growth </R>	<R>December 31</R>
<R>2004</R>		<R>$ 990</R>
<R>2003</R>		<R>$ 914</R>
<R>2002</R>		<R>$ 6,320</R>
<R> VIP Asset Manager </R>	<R>December 31</R>
<R>2004</R>		<R>$ 17,878</R>
<R>2003</R>		<R>$ 79,980</R>
<R>2002</R>		<R>$ 210,044</R>
<R> VIP Asset Manager: Growth </R>	<R>December 31</R>
<R>2004</R>		<R>$ 2,773</R>
<R>2003</R>		<R>$ 10,870</R>
<R>2002</R>		<R>$ 33,685</R>
<R> VIP Balanced </R>	<R>December 31</R>
<R>2004</R>		<R>$ 4,134</R>
<R>2003</R>		<R>$ 4,990</R>
<R>2002</R>		<R>$ 11,725</R>
<R> VIP Contrafund </R>	<R>December 31</R>
<R>2004</R>		<R>$ 329,726</R>
<R>2003</R>		<R>$ 357,055</R>
<R>2002</R>		<R>$ 469,074</R>
<R> VIP Dynamic Capital Appreciation </R>	<R>December 31</R>
<R>2004</R>		<R>$ 9,576</R>
<R>2003</R>		<R>$ 12,522</R>
<R>2002</R>		<R>$ 5,212</R>
<R> VIP Equity-Income </R>	<R>December 31</R>
<R>2004</R>		<R>$ 127,479</R>
<R>2003</R>		<R>$ 126,159</R>
<R>2002</R>		<R>$ 131,919</R>
<R> VIP Growth </R>	<R>December 31</R>
<R>2004</R>		<R>$ 609,973</R>
<R>2003</R>		<R>$ 694,334</R>
<R>2002</R>		<R>$ 978,016</R>
<R> VIP Growth & Income </R>	<R>December 31</R>
<R>2004</R>		<R>$ 28,868</R>
<R>2003</R>		<R>$ 32,908</R>
<R>2002</R>		<R>$ 27,358</R>
<R> VIP Growth Opportunities </R>	<R>December 31</R>
<R>2004</R>		<R>$ 24,963</R>
<R>2003</R>		<R>$ 26,718</R>
<R>2002</R>		<R>$ 31,239</R>
<R> VIP Growth Stock </R>	<R>December 31</R>
<R>2004</R>		<R>$ 1,440</R>
<R>2003</R>		<R>$ 2,803</R>
<R>2002*</R>		<R>$ 68</R>
<R> VIP High Income </R>	<R>December 31</R>
<R>2004</R>		<R>$ 1</R>
<R>2003</R>		<R>$ 4,653</R>
<R>2002</R>		<R>$ 6,675</R>
<R> VIP Mid Cap </R>	<R>December 31</R>
<R>2004</R>		<R>$ 171,170</R>
<R>2003</R>		<R>$ 98,948</R>
<R>2002</R>		<R>$ 181,725</R>
<R> VIP Real Estate </R>	<R>December 31</R>
<R>2004</R>		<R>$ 15,456</R>
<R>2003</R>		<R>$ 4,012</R>
<R>2002**</R>		<R>$ 1</R>
<R> VIP Value </R>	<R>December 31</R>
<R>2004</R>		<R>$ 528</R>
<R>2003</R>		<R>$ 502</R>
<R>2002</R>		<R>$ 704</R>
<R> VIP Value Leaders </R>	<R>December 31</R>
<R>2004</R>		<R>$ 696</R>
<R>2003***</R>		<R>$ 563</R>
<R> VIP Value Strategies </R>	<R>December 31</R>
<R>2004</R>		<R>$ 54,255</R>
<R>2003</R>		<R>$ 48,954</R>
<R>2002****</R>		<R>$ 6,234</R>

<R>* VIP Growth Stock commenced operations on December 11, 2002.</R>

<R>** VIP Real Estate commenced operations on November 6, 2002.</R>

<R>*** VIP Value Leaders commenced operations on June 17, 2003.</R>

<R>**** VIP Value Strategies commenced operations on February 20, 2002.</R>

<R> ^A The total amount of brokerage commissions paid by VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies to NFS during the fiscal year ended 2003 includes commissions paid on trades transacted with Archipelago, which were previously reported separately as commissions paid to Archipelago. As restated, the brokerage commission figures more accurately reflect that Archipelago was not directly compensated by the funds. All fund trades transacted with Archipelago were executed through NFS, and therefore, NFS received any commissions paid by the funds on these trades.</R>

Fund	Fiscal Year Ended 2004	% of Aggregate Commissions Paid to NFS	% of Aggregate Dollar Amount of Transactions Effected through NFS
<R>VIP Aggressive Growth</R>	<R>December 31</R>	<R> 3.48%</R>	<R> 5.34%</R>
<R>VIP Asset Manager ^(dagger) </R>	<R>December 31</R>	<R> 1.08%</R>	<R> 1.46%</R>
<R>VIP Asset Manager: Growth ^(dagger) </R>	<R>December 31</R>	<R> 0.94%</R>	<R> 1.53%</R>
<R>VIP Balanced ^(dagger) </R>	<R>December 31</R>	<R> 4.68%</R>	<R> 8.79%</R>
<R>VIP Contrafund ^(dagger) </R>	<R>December 31</R>	<R> 2.09%</R>	<R> 5.84%</R>
<R>VIP Dynamic Capital Appreciation ^(dagger) </R>	<R>December 31</R>	<R> 4.17%</R>	<R> 11.17%</R>
<R>VIP Equity-Income</R>	<R>December 31</R>	<R> 2.08%</R>	<R> 3.92%</R>
<R>VIP Growth ^(dagger) </R>	<R>December 31</R>	<R> 2.38%</R>	<R> 5.44%</R>
<R>VIP Growth & Income ^(dagger) </R>	<R>December 31</R>	<R> 4.08%</R>	<R> 7.62%</R>
<R>VIP Growth Opportunities ^(dagger) </R>	<R>December 31</R>	<R> 2.13%</R>	<R> 4.47%</R>
<R>VIP Growth Stock ^(dagger) </R>	<R>December 31</R>	<R> 5.39%</R>	<R> 14.76%</R>
<R>VIP High Income</R>	<R>December 31</R>	<R> 0.07%</R>	<R> 0.35%</R>
<R>VIP Mid Cap</R>	<R>December 31</R>	<R> 2.58%</R>	<R> 7.76%</R>
<R>VIP Real Estate</R>	<R>December 31</R>	<R> 9.93%</R>	<R> 26.41%</R>
<R>VIP Value</R>	<R>December 31</R>	<R> 3.08%</R>	<R> 7.04%</R>
<R>VIP Value Leaders</R>	<R>December 31</R>	<R> 3.77%</R>	<R> 9.03%</R>
<R>VIP Value Strategies</R>	<R>December 31</R>	<R> 5.56%</R>	<R> 8.00%</R>

^(dagger) The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS is a result of the low commission rates charged by NFS.

The following table shows the dollar amount of brokerage commissions paid to firms for providing research services and the approximate dollar amount of the transactions involved for the fiscal year ended 2004.

Fund	Fiscal Year Ended 2004	$ Amount of Commissions Paid to Firms for Providing Research Services *	$ Amount of Brokerage Transactions Involved *
<R>VIP Aggressive Growth</R>	<R>December 31</R>	<R>$ 25,899</R>	<R>$ 13,537,848</R>
<R>VIP Asset Manager</R>	<R>December 31</R>	<R>$ 1,248,396</R>	<R>$ 922,181,149</R>
<R>VIP Asset Manager: Growth</R>	<R>December 31</R>	<R>$ 194,924</R>	<R>$ 143,647,469</R>
<R>VIP Balanced</R>	<R>December 31</R>	<R>$ 80,722</R>	<R>$ 60,598,770</R>
<R>VIP Contrafund</R>	<R>December 31</R>	<R>$ 12,705,627</R>	<R>$ 9,118,647,430</R>
<R>VIP Dynamic Capital Appreciation</R>	<R>December 31</R>	<R>$ 199,155</R>	<R>$ 89,765,032</R>
<R>VIP Equity-Income</R>	<R>December 31</R>	<R>$ 5,550,333</R>	<R>$ 3,500,805,901</R>
<R>VIP Growth</R>	<R>December 31</R>	<R>$ 22,959,305</R>	<R>$ 12,578,303,438</R>
<R>VIP Growth & Income</R>	<R>December 31</R>	<R>$ 636,136</R>	<R>$ 471,625,746</R>
<R>VIP Growth Opportunities</R>	<R>December 31</R>	<R>$ 1,110,529</R>	<R>$ 810,416,971</R>
<R>VIP Growth Stock</R>	<R>December 31</R>	<R>$ 22,205</R>	<R>$ 8,836,455</R>
<R>VIP High Income</R>	<R>December 31</R>	<R>$ 1,412</R>	<R>$ 324,707</R>
<R>VIP Mid Cap</R>	<R>December 31</R>	<R>$ 4,916,941</R>	<R>$ 2,425,045,381</R>
<R>VIP Real Estate</R>	<R>December 31</R>	<R>$ 109,096</R>	<R>$ 68,084,296</R>
<R>VIP Strategic Income</R>	<R>December 31</R>	<R>$ 500</R>	<R>$ 145,840</R>
<R>VIP Value</R>	<R>December 31</R>	<R>$ 15,560</R>	<R>$ 10,312,602</R>
<R>VIP Value Leaders</R>	<R>December 31</R>	<R>$ 16,130</R>	<R>$ 9,079,544</R>
<R>VIP Value Strategies</R>	<R>December 31</R>	<R>$ 772,312</R>	<R>$ 247,517,600</R>

* The provision of research services was not necessarily a factor in the placement of all this business with such firms.

<R>For the fiscal year ended December 31, 2004, VIP Investment Grade Bond, and VIP Money Market paid no brokerage commissions to firms for providing research services.</R>

The Trustees of each fund have approved procedures in conformity with Rule 10f-3 under the 1940 Act whereby a fund may purchase securities that are offered in underwritings in which an affiliate of FMR participates. These procedures prohibit the funds from directly or indirectly benefiting an FMR affiliate in connection with such underwritings. In addition, for underwritings where an FMR affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase in the underwritings.

From time to time the Trustees will review whether the recapture for the benefit of the funds of some portion of the compensation paid by the funds on portfolio transactions is legally permissible and advisable. The Trustees intend to continue to review whether recapture opportunities are available and are legally permissible and, if so, to determine in the exercise of their business judgment whether it would be advisable for each fund to participate, or continue to participate, in the commission recapture program.

<R>Although the Trustees and officers of each fund are substantially the same as those of other funds managed by FMR or its affiliates, investment decisions for each fund are made by FMR, as appropriate, and are independent from those of other funds or investment accounts (including proprietary accounts) managed by FMR or their affiliates. The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, particularly when the same security is suitable for the investment objective of more than one fund or investment account.</R>

<R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, including a futures contract, the prices and amounts are allocated in accordance with procedures believed to be appropriate and equitable to each fund or investment account. In some cases this system could have a detrimental effect on the price or value of the security as far as each fund is concerned. In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the funds. It is the current opinion of the Trustees that the desirability of retaining FMR as investment adviser to each fund outweighs any disadvantages that may be said to exist from exposure to simultaneous transactions.</R>

VALUATION

<R>Investor Class's NAV is the value of a single share. The NAV of Investor Class is computed by adding the class's pro rata share of the value of the applicable fund's investments, cash, and other assets, subtracting the class's pro rata share of the applicable fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result by the number of shares of the class that are outstanding. </R>

Growth, Growth & Income, and Asset Allocation Funds. Portfolio securities are valued by various methods depending on the primary market or exchange on which they trade. Most equity securities for which the primary market is the United States are valued at the official closing price, last sale price or, if no sale has occurred, at the closing bid price. Most equity securities for which the primary market is outside the United States are valued using the official closing price or the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. Securities of other open-end investment companies are valued at their respective NAVs.

Debt securities and other assets for which market quotations are readily available may be valued at market values determined by such securities' most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Use of pricing services has been approved by the Board of Trustees. A number of pricing services are available, and the funds may use various pricing services or discontinue the use of any pricing service.

Futures contracts and options are valued on the basis of market quotations, if available.

Independent brokers or quotation services provide prices of foreign securities in their local currency. Fidelity Service Company, Inc. (FSC) gathers all exchange rates daily at the close of the NYSE using the last quoted price on the local currency and then translates the value of foreign securities from their local currencies into U.S. dollars. Any changes in the value of forward contracts due to exchange rate fluctuations and days to maturity are included in the calculation of NAV. If an event that is expected to materially affect the value of a portfolio security occurs after the close of an exchange or market on which that security is traded, then that security will be valued in good faith by a committee appointed by the Board of Trustees.

Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing service are not readily available are valued either at amortized cost or at original cost plus accrued interest, both of which approximate current value.

The procedures set forth above need not be used to determine the value of the securities owned by a fund if, in the opinion of a committee appointed by the Board of Trustees, some other method would more accurately reflect the fair value of such securities. For example, securities and other assets for which there is no readily available market value may be valued in good faith by a committee appointed by the Board of Trustees. In making a good faith determination of the value of a security, the committee may review price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading.

Income/Taxable Bond Funds. Portfolio securities are valued by various methods depending on the primary market or exchange on which they trade. Debt securities and other assets for which market quotations are readily available may be valued at market values determined by such securities' most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Use of pricing services has been approved by the Board of Trustees. A number of pricing services are available, and the funds may use various pricing services or discontinue the use of any pricing service.

Most equity securities for which the primary market is the United States are valued at the official closing price, last sale price or, if no sale has occurred, at the closing bid price. Most equity securities for which the primary market is outside the United States are valued using the official closing price or the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used.

Futures contracts and options are valued on the basis of market quotations, if available. Securities of other open-end investment companies are valued at their respective NAVs.

Independent brokers or quotation services provide prices of foreign securities in their local currency. FSC gathers all exchange rates daily at the close of the NYSE using the last quoted price on the local currency and then translates the value of foreign securities from their local currencies into U.S. dollars. Any changes in the value of forward contracts due to exchange rate fluctuations and days to maturity are included in the calculation of NAV. If an event that is expected to materially affect the value of a portfolio security occurs after the close of an exchange or market on which that security is traded, then that security will be valued in good faith by a committee appointed by the Board of Trustees.

Money Market Fund. Portfolio securities and other assets are valued on the basis of amortized cost. This technique involves initially valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument may be higher or lower than the price the fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their respective NAVs.

At such intervals as they deem appropriate, the Trustees consider the extent to which NAV calculated by using market valuations would deviate from the $1.00 per share calculated using amortized cost valuation. If the Trustees believe that a deviation from the fund's amortized cost per share may result in material dilution or other unfair results to shareholders, the Trustees have agreed to take such corrective action, if any, as they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results. Such corrective action could include selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; redeeming shares in kind; establishing NAV by using available market quotations; and such other measures as the Trustees may deem appropriate.

BUYING AND SELLING INFORMATION

Under certain circumstances (for example, at the request of a shareholder), a fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose as they are valued in computing each class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon sale of such securities or other property.

DISTRIBUTIONS AND TAXES

The funds may invest a substantial amount of its assets in one or more series of CIPs. For federal income tax purposes, each CIP intends to be treated as a partnership that is not a "publicly traded partnership" and, as a result, will not be subject to federal income tax. A fund, as an investor in a CIP, will be required to take into account in determining its federal income tax liability its share of the CIP's income, gains, losses, deductions, and credits, without regard to whether it has received any cash distributions from the CIP.

A CIP will allocate at least annually among its investors, including the funds, each investor's distributive share of the CIP's net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit.

The following information is only a summary of some of the tax consequences affecting insurance company separate accounts invested in the funds. No attempt has been made to discuss tax consequences affecting variable product owners. Variable product owners seeking to understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their variable product, or refer to their variable annuity or variable life insurance product prospectus.

Each fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to insurance company separate accounts invested in the fund. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, each fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis, and intends to comply with other tax rules applicable to regulated investment companies. If a fund failed to qualify as a "regulated investment company" in any year, among other consequences, each insurance company separate account invested in the fund would fail to satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code.

Each fund also intends to satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code and the regulations thereunder. These diversification requirements, which are in addition to the diversification requirements of Subchapter M, place certain limitations on the assets of an insurance company separate account that may be invested in the securities of a single issuer or a certain number of issuers. Because Section 817(h) and the regulations thereunder treat the assets of each fund as the assets of the related insurance company separate account, each fund must also satisfy these requirements. If a fund failed to satisfy these requirements, a variable annuity or variable life insurance product supported by an insurance company separate account invested in the fund would not be treated as an annuity or as life insurance for tax purposes and would no longer be eligible for tax deferral.

Foreign governments may withhold taxes on dividends and interest earned by a fund with respect to foreign securities. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a fund's total assets is invested in securities of foreign issuers, the fund may elect to pass through eligible foreign taxes paid and thereby allow shareholders to take a deduction or, if they meet certain holding period requirements with respect to fund shares, a credit on their tax returns.

<R>As of December 31, 2004, VIP Aggressive Growth had an aggregate capital loss carryforward of approximately $1,069,000. This loss carryforward, all of which will expire on December 31, 2010, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Asset Manager had an aggregate capital loss carryforward of approximately $169,228,000. This loss carryforward, of which $94,606,000, $33,904,000, and $40,718,000 will expire on December 31, 2009, 2010, and 2011, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Asset Manager: Growth had an aggregate capital loss carryforward of approximately $68,822,000. This loss carryforward, of which $49,066,000, $11,142,000 and $8,614,000 will expire on December 31, 2009, 2010, and 2011, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Balanced had an aggregate capital loss carryforward of approximately $11,446,000. This loss carryforward, of which $1,788,000 and $9,658,000 will expire on December 31, 2009 and 2010, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Contrafund had an aggregate capital loss carryforward of approximately $704,454,000. This loss carryforward, of which $40,895,000 and $663,559,000 will expire on December 31, 2009 and 2010, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Dynamic Capital Appreciation had an aggregate capital loss carryforward of approximately $3,581,000. This loss carryforward, of which $1,013,000, $280,000, and $2,288,000 will expire on December 31, 2009, 2010, and 2012, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Growth had an aggregate capital loss carryforward of approximately $3,653,617,000. This loss carryforward, of which $1,411,197,000, $2,197,712,000, and $44,708,000 will expire on December 31, 2009, 2010, and 2011, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Growth & Income had an aggregate capital loss carryforward of approximately $160,503,000. This loss carryforward, of which $43,339,000, $107,381,000, and $9,783,000 will expire on December 31, 2009, 2010, and 2011, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Growth Opportunities had an aggregate capital loss carryforward of approximately $265,682,000. This loss carryforward, of which $189,000, $149,878,000, and $115,615,000 will expire on December 31, 2008, 2009, and 2010, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP High Income had an aggregate capital loss carryforward of approximately $1,144,184,000. This loss carryforward, of which $283,149,000, $772,554,000, and $88,481,000 will expire on December 31, 2008, 2009, and 2010, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Money Market had an aggregate capital loss carryforward of approximately $284,000. This loss carryforward, of which $109,000 and $175,000 will expire on December 31, 2011 and 2012, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

<R>As of December 31, 2004, VIP Value had an aggregate capital loss carryforward of approximately $100,000. This loss carryforward, all of which will expire on December 31, 2010, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, the fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

TRUSTEES AND OFFICERS

<R>The Trustees, Members of the Advisory Board, and executive officers of the trusts and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, and review each fund's performance. Except for William O. McCoy, Stephen P. Jonas and Kenneth L. Wolfe, each of the Trustees oversees 308 funds advised by FMR or an affiliate. Mr. McCoy oversees 310 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 297 funds advised by FMR or an affiliate.</R>

<R>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. In any event, 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 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member 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.</R>

Interested Trustees *:

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

Name, Age; Principal Occupation
Edward C. Johnson 3d (74)**
	Year of Election or Appointment: 1981, 1983, 1988, or 1994 Trustee of Variable Insurance Products Fund (1981), Variable Insurance Products Fund II (1988), Variable Insurance Products Fund III (1994), and Variable Insurance Products Fund IV (1983). Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.
<R>Abigail P. Johnson (43)**</R>
	<R>Year of Election or Appointment: 2001 or 2003</R> <R>Senior Vice President of VIP Aggressive Growth (2001-present), VIP Asset Manager (2001-present), VIP Asset Manager: Growth (2001-present), VIP Balanced (2001-present), VIP Contrafund (2001-present), VIP Dynamic Capital Appreciation (2001-present), VIP Equity-Income (2001-present), VIP Growth (2001-present), VIP Growth & Income (2001-present), VIP Growth Opportunities (2001-present), VIP Growth Stock (2002-present), VIP High Income (2001-present), VIP Investment Grade Bond (2001-present), VIP Mid Cap (2001-present), VIP Money Market (2001-present), VIP Real Estate (2002-present), VIP Strategic Income (2003-present), VIP Value (2001-present), VIP Value Leaders (2003-present), and VIP Value Strategies (2002-present). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001-present). She is President and a Director of FMR (2001-present), Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.</R>
<R>Stephen P. Jonas (52)</R>
	<R>Year of Election or Appointment: 2005</R> <R>Mr. Jonas is Executive Director of FMR Corp (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).</R>
Robert L. Reynolds (52)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

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

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

<R> Independent Trustees :</R>

<R>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.</R>

Name, Age; Principal Occupation
Dennis J. Dirks (56)
	Year of Election or Appointment: 2005 Mr. Dirks also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).
Robert M. Gates (61)
	<R>Year of Election or Appointment: 1997</R> <R>Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.</R>
George H. Heilmeier (68)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), Teletech Holdings (customer management services), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000-present). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), and INET Technologies Inc. (telecommunications network surveillance, 2001-2004).
Marie L. Knowles (58)
	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. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (60)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Council on Foreign Relations.
Marvin L. Mann (71)
	<R>Year of Election or Appointment: 1993 or 1994</R> <R>Trustee of Variable Insurance Products Fund (1993), Variable Insurance Products Fund II (1993), Variable Insurance Products Fund III (1994), and Variable Insurance Products Fund IV (1993). Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.</R>
William O. McCoy (71)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (60)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (65)
	Year of Election or Appointment: 2001 or 2002 Trustee of Variable Insurance Products Fund (2001), Variable Insurance Products Fund II (2001), Variable Insurance Products Fund III (2002), and Variable Insurance Products Fund IV (2001). Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2000-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (65)
	Year of Election or Appointment: 2005 Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers :

<R>Correspondence intended for Mr. Gamper may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. </R>

Name, Age; Principal Occupation
<R>Albert R. Gamper, Jr. (63)</R>
	<R>Year of Election or Appointment: 2005</R> <R>Member of the Advisory Board of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, and Variable Insurance Products Fund IV. 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 (1989-2002). He currently serves as a member of the Board of Directors of Public Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System (1996-present).</R>
Peter S. Lynch (61)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, and Variable Insurance Products Fund IV. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Dwight D. Churchill (51)
	Year of Election or Appointment: 1997 or 2000 Vice President of VIP Investment Grade Bond (1997) and VIP Money Market (2000). He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.
John B. McDowell (46)
	Year of Election or Appointment: 2002 or 2003 Vice President of VIP Aggressive Growth Portfolio (2002), VIP Contrafund (2002), VIP Dynamic Capital Appreciation (2002), VIP Growth (2002), VIP Growth Opportunities (2002), VIP Growth Stock (2003), VIP Mid Cap (2002), and VIP Value Strategies (2002). Mr. McDowell also serves as Vice President of certain Equity Funds (2002). He is Senior Vice President of FMR (1999), FMR Co., Inc. (2001), and Fidelity Management Trust Company (FMTC). Since joining Fidelity Investments in 1985, Mr. McDowell has worked as a research analyst and manager.
Charles S. Morrison (44)
	Year of Election or Appointment: 2002 Vice President of VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Investment Grade Bond. Mr. Morrison also serves as Vice President of Fidelity's Bond Funds (2002), and Vice President of certain Asset Allocation and Balanced Funds (2002). He serves as Vice President (2002) and Bond Group Leader (2002) of Fidelity Investments Fixed Income Division. Mr. Morrison is also Vice President of FIMM (2002) and FMR (2002). Mr. Morrison joined Fidelity in 1987 as a Corporate Bond Analyst in the Fixed Income Research Division.
David L. Murphy (56)
	Year of Election or Appointment: 2002 or 2003 Vice President of VIP Asset Manager (2003), VIP Asset Manager: Growth (2003), and VIP Money Market (2002). Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.
Thomas J. Allen (44)
	Year of Election or Appointment: 2003 Vice President of VIP Mid Cap. Mr. Allen also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Allen worked as a research analyst and manager. Mr. Allen also serves as Vice President of FMR (2002) and FMR Co., Inc. (2002).
Steven J. Buller (37)
	Year of Election or Appointment: 2002 Vice President of VIP Real Estate. Mr. Buller also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Buller managed a variety of Fidelity funds. Mr. Buller also serves as Vice President of FMR (2000) and FMR Co., Inc. (2001).
Matthew J. Conti (38)
	Year of Election or Appointment: 2003 Vice President of VIP Asset Manager, VIP Asset Manager Growth, and VIP High Income. Mr. Conti also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Conti worked as a research analyst and manager. Mr. Conti also serves as Vice President of FMR (2003) and FMR Co., Inc. (2003).
William Danoff (44)
	Year of Election or Appointment: 1995 Vice President of VIP Contrafund. Mr. Danoff serves as Vice President of other funds advised by FMR. Mr. Danoff also serves as Senior Vice President of FMR and FMR Co., Inc. (2001).
Bettina Doulton (40)
	Year of Election or Appointment: 2000 Vice President of VIP Growth Opportunities. Ms. Doulton also serves as Vice President of another fund advised by FMR. Prior to assuming her current responsibilities, Ms. Doulton managed a variety of Fidelity funds. Ms. Doulton also serves as Senior Vice President of FMR and FMR Co., Inc. (2001).
Stephen M. DuFour (38)
	Year of Election or Appointment: 2001 Vice President of VIP Value. Mr. DuFour also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. DuFour managed a variety of Fidelity funds. Mr. DuFour also serves as Vice President of FMR and FMR Co., Inc. (2001).
William Eigen (36)
	Year of Election or Appointment: 2003 Vice President of VIP Strategic Income. Mr. Eigen also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Eigen managed a variety of Fidelity funds. Mr. Eigen also serves as Vice President of FMR (2001) and FMR Co., Inc. (2001).
George Fischer (42)
	Year of Election or Appointment: 2003 Vice President of VIP Strategic Income. Mr. Fischer also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fischer worked as a director, strategist, and portfolio manager.
Richard C. Habermann (64)
	Year of Election or Appointment: 2001 Vice President of VIP Asset Manager and VIP Asset Manager: Growth. Mr. Habermann also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Habermann managed a variety of Fidelity funds. Mr. Habermann also serves as Senior Vice President of FMR and FMR Co., Inc. (2001).
Brian J. Hanson (31)
	Year of Election or Appointment: 2004 Vice President of VIP Growth Stock. Mr. Hanson also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Hanson worked as an analyst and portfolio manager. Mr. Hanson also serves as Vice President of FMR (2004) and FMR Co., Inc. (2004).
Frederick D. Hoff Jr. (40)
	Year of Election or Appointment: 2003 Vice President of VIP Asset Manager and VIP Balanced. Mr. Hoff also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Hoff managed a variety of Fidelity funds. Mr. Hoff also serves as Vice President of FMR and FMR Co., Inc. (2001).
Rajiv Kaul (33)
	Year of Election or Appointment: 2003 Vice President of VIP Aggressive Growth. Mr. Kaul also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Kaul managed a variety of Fidelity funds. Mr. Kaul also serves as Vice President of FMR (2003) and FMR Co., Inc. (2003).
Harris B. Leviton (43)
	Year of Election or Appointment: 2002 Vice President of VIP Value Strategies. Mr. Leviton also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Leviton managed a variety of Fidelity funds. Mr. Leviton also serves as Vice President of FMR and FMR Co., Inc. (2001).
Charles A. Mangum (40)
	Year of Election or Appointment: 2002 Vice President of VIP Asset Manager and VIP Asset Manager: Growth. Mr. Mangum also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Mangum managed a variety of Fidelity funds. Mr. Mangum also serves as Vice President of FMR and FMR Co., Inc. (2001).
James Kim Miller (41)
	Year of Election or Appointment: 2003 or 2004 Vice President of VIP Asset Manager (2004), VIP Asset Manager: Growth (2004), and VIP Money Market (2003). Mr. Miller also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Miller worked as a taxable credit analyst and manager.
Mark Notkin (40)
	Year of Election or Appointment: 2003 Vice President of VIP Strategic Income. Mr. Notkin also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Notkin managed a variety of Fidelity funds. Mr. Notkin also serves as Vice President of FMR (2001) and FMR Co., Inc. (2001).
Ford E. O'Neil (42)
	Year of Election or Appointment: 2001 Vice President of VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Investment Grade Bond. Mr. O'Neil also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. O'Neil managed a variety of Fidelity funds.
Stephen R. Petersen (48)
	Year of Election or Appointment: 1997 Vice President of VIP Equity-Income. Mr. Petersen serves as Vice President of other funds advised by FMR. Mr. Petersen also serves as Senior Vice President of FMR and FMR Co., Inc. (2001).
John R. Porter (37)
	Year of Election or Appointment: 2004 Vice President of VIP Dynamic Capital Appreciation. Mr. Porter also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Porter managed a variety of Fidelity funds. Mr. Porter also serves as Vice President of FMR (2004) and FMR Co., Inc. (2004).
Louis Salemy (43)
	Year of Election or Appointment: 2000 or 2002 Vice President of VIP Balanced (2002) and VIP Growth & Income (2000). Mr. Salemy also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Salemy managed a variety of Fidelity funds. Mr. Salemy also serves as Vice President of FMR (2000) and FMR Co., Inc. (2001).
Jennifer S. Uhrig (43)
	Year of Election or Appointment: 1997 Vice President of VIP Growth. Ms. Uhrig serves as Vice President of another fund advised by FMR. Ms. Uhrig also serves as Vice President of FMR and FMR Co., Inc. (2001).
<R>Eric D. Roiter (56)</R>
	<R>Year of Election or Appointment: 1998, 2000, 2001, 2002, 2003, or 2004</R> <R>Secretary of VIP Aggressive Growth (2000), VIP Asset Manager (1998), VIP Asset Manager: Growth (1998), VIP Balanced (1998), VIP Contrafund (1998), VIP Dynamic Capital Appreciation (2000), VIP Equity-Income (1998), VIP Growth (1998), VIP Growth & Income (1998), VIP Growth Opportunities (1998), VIP Growth Stock (2002), VIP High Income (1998), VIP Investment Grade Bond (1998), VIP Mid Cap (1998), VIP Money Market (1998), VIP Real Estate (2002), VIP Strategic Income (2003), VIP Value (2001), VIP Value Leaders (2003), and VIP Value Strategies (2002). He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).</R>
<R>Stuart Fross (45)</R>
	<R>Year of Election or Appointment: 2003</R> <R>Assistant Secretary of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.</R>
<R>Christine Reynolds (46)</R>
	<R>Year of Election or Appointment: 2004</R> <R>President, Treasurer, and Anti-Money Laundering (AML) officer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.</R>
<R>Timothy F. Hayes (54)</R>
	<R>Year of Election or Appointment: 2002 or 2003</R> <R>Chief Financial Officer of VIP Aggressive Growth (2002), VIP Asset Manager (2002), VIP Asset Manager: Growth (2002), VIP Balanced (2002), VIP Contrafund (2002), VIP Dynamic Capital Appreciation (2002), VIP Equity-Income (2002), VIP Growth (2002), VIP Growth & Income (2002), VIP Growth Opportunities (2002), VIP Growth Stock (2002), VIP High Income (2002), VIP Investment Grade Bond (2002), VIP Mid Cap (2002), VIP Money Market (2002), VIP Real Estate (2002), VIP Strategic Income (2003), VIP Value (2002), VIP Value Leaders (2003), and VIP Value Strategies (2002). Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).</R>
<R>Kenneth A. Rathgeber (57)</R>
	<R>Year of Election or Appointment: 2004</R> <R>Chief Compliance Officer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).</R>
<R>John R. Hebble (46)</R>
	<R>Year of Election or Appointment: 2003</R> <R>Deputy Treasurer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).</R>
<R>Bryan A. Mehrmann (44)</R>
	<R>Year of Election or Appointment: 2005</R> <R>Deputy Treasurer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).</R>
<R>Kimberley H. Monasterio (41)</R>
	<R>Year of Election or Appointment: 2004</R> <R>Deputy Treasurer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).</R>
<R>Kenneth B. Robins (35)</R>
	<R>Year of Election or Appointment: 2005</R> <R>Deputy Treasurer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).</R>
<R>John H. Costello (58)</R>
	<R>Year of Election or Appointment: 1986, 1988, 1989, 1995, 1996, 1998, 2000, 2001, 2002, or 2003</R> <R>Assistant Treasurer of VIP Aggressive Growth (2000), VIP Asset Manager (1989), VIP Asset Manager: Growth (1995), VIP Balanced (1995), VIP Contrafund (1995), VIP Dynamic Capital Appreciation (2000), VIP Equity-Income (1986), VIP Growth (1986), VIP Growth & Income (1996), VIP Growth Opportunities (1995), VIP Growth Stock (2002), VIP High Income (1986), VIP Investment Grade Bond (1988), VIP Mid Cap (1998), VIP Money Market (1986), VIP Real Estate (2002), VIP Strategic Income, VIP Strategic Income (2003), VIP Value (2001), VIP Value Leaders (2003), and VIP Value Strategies (2002). Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.</R>
<R>Peter L. Lydecker (50)</R>
	<R>Year of Election or Appointment: 2004</R> <R>Assistant Treasurer of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.</R>
<R>Mark Osterheld (49)</R>
	<R>Year of Election or Appointment: 2002 or 2003</R> <R>Assistant Treasurer of VIP Aggressive Growth (2002), VIP Asset Manager (2002), VIP Asset Manager: Growth (2002), VIP Balanced (2002), VIP Contrafund (2002), VIP Dynamic Capital Appreciation (2002), VIP Equity-Income (2002), VIP Growth (2002), VIP Growth & Income (2002), VIP Growth Opportunities (2002), VIP Growth Stock (2002), VIP High Income (2002), VIP Investment Grade Bond (2002), VIP Mid Cap (2002), VIP Money Market (2002), VIP Real Estate (2002), VIP Strategic Income (2003), VIP Value (2002), VIP Value Leaders (2003), and VIP Value Strategies (2002). Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.</R>

<R> Standing Committees of the Funds' Trustees. The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 11 standing committees. The members of each committee are Independent Trustees.</R>

<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Mann currently serving as Chair. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. The committee also has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended December 31, 2004, the committee held 12 meetings.</R>

<R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Mann currently serving as Chair. The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and their classification as liquid or illiquid and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee provides oversight regarding the investment policies relating to, and Fidelity funds' investment in, non-traditional securities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal year ended December 31, 2004, the committee held four meetings.</R>

<R>The Board of Trustees has established three Fund Oversight Committees: the Equity Committee (composed of Mr. Lautenbach (Chair), Ms. Small, and Mr. Stavropoulos), the Fixed-Income and International Committee (composed of Ms. Knowles (Chair), Mr. Dirks and Dr. Gates), and the Select and Special Committee (composed of Mr. McCoy (Chair), Dr. Heilmeier, and Mr. Wolfe). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. The Fixed-Income and International Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues, and of international research. The Select and Special Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's deliberations. During the fiscal year ended December 31, 2004, the Equity Committee held 12 meetings, the Fixed-Income and International Committee held 11 meetings, and the Select and Special Committee held 11 meetings.</R>

<R>The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Mr. Lautenbach (Chair), Ms. Knowles and Mr. McCoy) and the Fixed-Income Contract Committee (composed of Ms. Knowles (Chair), Mr. Dirks, and Dr. Gates). Each committee will ordinarily meet as needed to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Independent Trustees in their consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, investment advisers) and the annual review of these contracts. The Fixed-Income Contract Committee will be responsible for investment advisory agreements of the fixed-income funds. The Equity Contract Committee will be responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of Independent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR. During the fiscal year ended December 31, 2004, the Equity Contract Committee held four meetings and the Fixed-Income Contract Committee held two meetings.</R>

The Shareholder Services, Brokerage and Distribution Committee is composed of Messrs. Stavropoulos (Chair) , Dirks, and Lautenbach, and Ms. Small. The committee normally meets monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers other non-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finders' fees, and other means by which intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also considers issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended December 31, 2004, the Shareholder Services, Brokerage and Distribution Committee held 12 meetings.

<R>The Audit Committee is composed of Ms. Knowles (Chair), and Drs. Gates and Heilmeier, and Messrs. McCoy, and Wolfe). All committee members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the Securities and Exchange Commission (SEC). The committee normally meets monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR Corp., and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the Fidelity funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds' ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providers internal controls over financial reporting. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR Corp. their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR Corp. (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity funds' major internal controls exposures and the steps that have been taken to monitor and control such exposures. The committee also plays an oversight role in respect of each Fidelity fund's compliance with its name test and investment restrictions, the code of ethics relating to personal securities transactions, the code of ethics applicable to certain senior officers of the Fidelity funds, and anti-money laundering requirements. During the fiscal year ended December 31, 2004, the committee held 37 meetings.</R>

<R>The Governance and Nominating Committee is composed of Mr. Mann (Chair), Dr. Gates, and Messrs. Lautenbach and Stavropoulos. The committee meets as called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the Fidelity funds' or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the Fidelity funds' expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an "interested person" of FMR or its affiliates within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended December 31, 2004, the committee held 14 meetings.</R>

<R>The Board of Trustees established the Compliance Committee (composed of Dr. Gates (Chair), Ms. Knowles, and Messrs. Lautenbach and Mann) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and procedures of the Fidelity funds and their service providers as required by Rule 38(a)-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a Chief Compliance Officer (CCO) of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38(a)-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended December 31, 2004, the committee held no meetings.</R>

The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in each fund and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2004.

<R> Interested Trustees </R>
<R> DOLLAR RANGE OF FUND SHARES </R>	<R> Edward C. Johnson 3d </R>	<R> Abigail P. Johnson </R>	<R> Stephen P. Jonas </R>	<R> Robert L. Reynolds </R>
<R> VIP Aggressive Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Asset Manager </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Asset Manager: Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Balanced </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Contrafund </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Equity-Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth & Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth Opportunities </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth Stock </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP High Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Investment Grade Bond </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Mid Cap </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Money Market </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Real Estate </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Strategic Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value Leaders </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value Strategies </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY </R>	<R> over $100,000 </R>	<R> over $100,000 </R>	<R> over $100,000 </R>	<R> over $100,000 </R>

<R> Independent Trustees </R>
<R> DOLLAR RANGE OF FUND SHARES </R>	<R> Dennis J. Dirks </R>	<R> Robert M. Gates </R>	<R> George H. Heilmeier </R>	<R> Marie L. Knowles </R>	<R> Ned C. Lautenbach </R>
<R> VIP Aggressive Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Asset Manager </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Asset Manager: Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Balanced </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Contrafund </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Equity-Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth & Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth Opportunities </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth Stock </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP High Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Investment Grade Bond </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Mid Cap </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Money Market </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Real Estate </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Strategic Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value Leaders </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value Strategies </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY </R>	<R> over $100,000 </R>	<R> over $100,000 </R>	<R> over $100,000 </R>	<R> over $100,000 </R>	<R> over $100,000 </R>
<R> DOLLAR RANGE OF FUND SHARES </R>	<R> Marvin L. Mann </R>	<R> William O. McCoy </R>	<R> Cornelia M. Small </R>	<R> William S. Stavropoulos </R>	<R> Kenneth L. Wolfe </R>
<R> VIP Aggressive Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Asset Manager </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Asset Manager: Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Balanced </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Contrafund </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Equity-Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth & Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth Opportunities </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Growth Stock </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP High Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Investment Grade Bond </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Mid Cap </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Money Market </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Real Estate </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Strategic Income </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> VIP Value Leaders </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>	<R> none </R>
<R> AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY </R>	<R> over $100,000 </R>	<R> over $100,000 </R>	<R> $10,001-$50,000 </R>	<R> over $100,000 </R>	<R> over $100,000 </R>

The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended December 31, 2004.

Compensation Table ¹
AGGREGATE COMPENSATION FROM A FUND	J. Michael Cook ²	Ralph F. Cox ²	Phyllis Burke Davis ³	Dennis J. Dirks ⁴	Albert R. Gamper, Jr. ⁵	Robert M. Gates	George H. Heilmeier	Donald J. Kirk ²
<R> VIP Aggressive Growth </R>	<R> $ 4 </R>	<R> $ 4 </R>	<R> $ 0 </R>	<R> $ 2 </R>	<R> $ 0 </R>	<R> $ 4 </R>	<R> $ 4 </R>	<R> $ 4 </R>
<R> VIP Asset Manager ^C </R>	<R> $ 1,100 </R>	<R> $ 1,166 </R>	<R> $ 16 </R>	<R> $ 552 </R>	<R> $ 0 </R>	<R> $ 1,144 </R>	<R> $ 1,116 </R>	<R> $ 1,177 </R>
<R> VIP Asset Manager: Growth </R>	<R> $ 126 </R>	<R> $ 133 </R>	<R> $ 2 </R>	<R> $ 63 </R>	<R> $ 0 </R>	<R> $ 131 </R>	<R> $ 127 </R>	<R> $ 134 </R>
<R> VIP Balanced </R>	<R> $ 130 </R>	<R> $ 138 </R>	<R> $ 2 </R>	<R> $ 67 </R>	<R> $ 0 </R>	<R> $ 136 </R>	<R> $ 132 </R>	<R> $ 139 </R>
<R> VIP Contrafund ^D </R>	<R> $ 4,154 </R>	<R> $ 4,412 </R>	<R> $ 52 </R>	<R> $ 2,228 </R>	<R> $ 0 </R>	<R> $ 4,329 </R>	<R> $ 4,221 </R>	<R> $ 4,404 </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> $ 12 </R>	<R> $ 13 </R>	<R> $ 0 </R>	<R> $ 6 </R>	<R> $ 0 </R>	<R> $ 13 </R>	<R> $ 13 </R>	<R> $ 13 </R>
<R> VIP Equity-Income ^E </R>	<R> $ 3,971 </R>	<R> $ 4,214 </R>	<R> $ 52 </R>	<R> $ 2,069 </R>	<R> $ 0 </R>	<R> $ 4,135 </R>	<R> $ 4,032 </R>	<R> $ 4,222 </R>
<R> VIP Growth ^F </R>	<R> $ 3,851 </R>	<R> $ 4,081 </R>	<R> $ 54 </R>	<R> $ 1,921 </R>	<R> $ 0 </R>	<R> $ 4,005 </R>	<R> $ 3,907 </R>	<R> $ 4,115 </R>
<R> VIP Growth & Income </R>	<R> $ 579 </R>	<R> $ 615 </R>	<R> $ 7 </R>	<R> $ 304 </R>	<R> $ 0 </R>	<R> $ 603 </R>	<R> $ 588 </R>	<R> $ 615 </R>
<R> VIP Growth Opportunities </R>	<R> $ 278 </R>	<R> $ 295 </R>	<R> $ 4 </R>	<R> $ 139 </R>	<R> $ 0 </R>	<R> $ 289 </R>	<R> $ 282 </R>	<R> $ 297 </R>
<R> VIP Growth Stock </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 0 </R>	<R> $ 1 </R>	<R> $ 0 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>
<R> VIP High Income </R>	<R> $ 688 </R>	<R> $ 728 </R>	<R> $ 11 </R>	<R> $ 340 </R>	<R> $ 0 </R>	<R> $ 714 </R>	<R> $ 698 </R>	<R> $ 742 </R>
<R> VIP Investment Grade Bond </R>	<R> $ 605 </R>	<R> $ 641 </R>	<R> $ 9 </R>	<R> $ 310 </R>	<R> $ 0 </R>	<R> $ 629 </R>	<R> $ 614 </R>	<R> $ 648 </R>
<R> VIP Mid Cap </R>	<R> $ 1,095 </R>	<R> $ 1,164 </R>	<R> $ 12 </R>	<R> $ 616 </R>	<R> $ 0 </R>	<R> $ 1,142 </R>	<R> $ 1,113 </R>	<R> $ 1,151 </R>
<R> VIP Money Market </R>	<R> $ 647 </R>	<R> $ 686 </R>	<R> $ 10 </R>	<R> $ 323 </R>	<R> $ 0 </R>	<R> $ 673 </R>	<R> $ 656 </R>	<R> $ 696 </R>
<R> VIP Real Estate </R>	<R> $ 30 </R>	<R> $ 31 </R>	<R> $ 0 </R>	<R> $ 18 </R>	<R> $ 0 </R>	<R> $ 31 </R>	<R> $ 30 </R>	<R> $ 30 </R>
<R> VIP Strategic Income </R>	<R> $ 16 </R>	<R> $ 17 </R>	<R> $ 0 </R>	<R> $ 13 </R>	<R> $ 0 </R>	<R> $ 17 </R>	<R> $ 16 </R>	<R> $ 16 </R>
<R> VIP Value </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 0 </R>	<R> $ 1 </R>	<R> $ 0 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>
<R> VIP Value Leaders </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 0 </R>	<R> $ 1 </R>	<R> $ 0 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>
<R> VIP Value Strategies </R>	<R> $ 184 </R>	<R> $ 196 </R>	<R> $ 2 </R>	<R> $ 95 </R>	<R> $ 0 </R>	<R> $ 192 </R>	<R> $ 187 </R>	<R> $ 193 </R>
<R> TOTAL COMPENSATION FROM THE FUND COMPLEX ^A </R>	<R> $ 347,750 </R>	<R> $ 369,250 </R>	<R> $ 4,500 </R>	<R> $ 183,000 </R>	<R> $ 0 </R>	<R> $ 362,250 </R>	<R> $ 353,250 </R>	<R> $ 369,750 </R>
AGGREGATE COMPENSATION FROM A FUND	Marie L. Knowles	Ned C. Lautenbach	Marvin L. Mann	William O. McCoy	Cornelia M. Small ⁶	William S. Stavropoulos	Kenneth L. Wolfe ⁷
<R> VIP Aggressive Growth </R>	<R> $ 4 </R>	<R> $ 3 </R>	<R> $ 5 </R>	<R> $ 4 </R>	<R> $ 4 </R>	<R> $ 3 </R>	<R> $ 1 </R>
<R> VIP Asset Manager ^C </R>	<R> $ 1,191 </R>	<R> $ 1,023 </R>	<R> $ 1,531 </R>	<R> $ 1,093 </R>	<R> $ 1,060 </R>	<R> $ 1,000 </R>	<R> $ 287 </R>
<R> VIP Asset Manager: Growth </R>	<R> $ 136 </R>	<R> $ 117 </R>	<R> $ 175 </R>	<R> $ 125 </R>	<R> $ 121 </R>	<R> $ 114 </R>	<R> $ 32 </R>
<R> VIP Balanced </R>	<R> $ 141 </R>	<R> $ 121 </R>	<R> $ 182 </R>	<R> $ 130 </R>	<R> $ 126 </R>	<R> $ 119 </R>	<R> $ 35 </R>
<R> VIP Contrafund ^D </R>	<R> $ 4,508 </R>	<R> $ 3,867 </R>	<R> $ 5,784 </R>	<R> $ 4,123 </R>	<R> $ 4,013 </R>	<R> $ 3,787 </R>	<R> $ 1,202 </R>
<R> VIP Dynamic Capital Appreciation </R>	<R> $ 13 </R>	<R> $ 12 </R>	<R> $ 17 </R>	<R> $ 12 </R>	<R> $ 12 </R>	<R> $ 11 </R>	<R> $ 3 </R>
<R> VIP Equity-Income ^E </R>	<R> $ 4,306 </R>	<R> $ 3,697 </R>	<R> $ 5,530 </R>	<R> $ 3,943 </R>	<R> $ 3,833 </R>	<R> $ 3,616 </R>	<R> $ 1,094 </R>
<R> VIP Growth ^F </R>	<R> $ 4,172 </R>	<R> $ 3,585 </R>	<R> $ 5,361 </R>	<R> $ 3,827 </R>	<R> $ 3,713 </R>	<R> $ 3,502 </R>	<R> $ 996 </R>
<R> VIP Growth & Income </R>	<R> $ 628 </R>	<R> $ 539 </R>	<R> $ 806 </R>	<R> $ 575 </R>	<R> $ 559 </R>	<R> $ 527 </R>	<R> $ 161 </R>
<R> VIP Growth Opportunities </R>	<R> $ 301 </R>	<R> $ 259 </R>	<R> $ 387 </R>	<R> $ 276 </R>	<R> $ 268 </R>	<R> $ 253 </R>	<R> $ 73 </R>
<R> VIP Growth Stock </R>	<R> $ 3 </R>	<R> $ 2 </R>	<R> $ 3 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 1 </R>
<R> VIP High Income </R>	<R> $ 744 </R>	<R> $ 638 </R>	<R> $ 955 </R>	<R> $ 684 </R>	<R> $ 662 </R>	<R> $ 624 </R>	<R> $ 182 </R>
<R> VIP Investment Grade Bond </R>	<R> $ 655 </R>	<R> $ 562 </R>	<R> $ 841 </R>	<R> $ 601 </R>	<R> $ 583 </R>	<R> $ 549 </R>	<R> $ 164 </R>
<R> VIP Mid Cap </R>	<R> $ 1,189 </R>	<R> $ 1,019 </R>	<R> $ 1,525 </R>	<R> $ 1,086 </R>	<R> $ 1,060 </R>	<R> $ 1,000 </R>	<R> $ 344 </R>
<R> VIP Money Market </R>	<R> $ 701 </R>	<R> $ 602 </R>	<R> $ 900 </R>	<R> $ 643 </R>	<R> $ 623 </R>	<R> $ 587 </R>	<R> $ 163 </R>
<R> VIP Real Estate </R>	<R> $ 32 </R>	<R> $ 27 </R>	<R> $ 41 </R>	<R> $ 29 </R>	<R> $ 29 </R>	<R> $ 27 </R>	<R> $ 11 </R>
<R> VIP Strategic Income </R>	<R> $ 18 </R>	<R> $ 15 </R>	<R> $ 22 </R>	<R> $ 16 </R>	<R> $ 16 </R>	<R> $ 15 </R>	<R> $ 8 </R>
<R> VIP Value </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 0 </R>
<R> VIP Value Leaders </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 3 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 2 </R>	<R> $ 1 </R>
<R> VIP Value Strategies </R>	<R> $ 200 </R>	<R> $ 172 </R>	<R> $ 258 </R>	<R> $ 183 </R>	<R> $ 179 </R>	<R> $ 169 </R>	<R> $ 49 </R>
<R> TOTAL COMPENSATION FROM THE FUND COMPLEX ^A </R>	<R> $ 377,250 </R>	<R> $ 323,750 </R>	<R> $ 484,250 </R>	<R> $ 385,750 ^B </R>	<R> $ 335,750 </R>	<R> $ 316,750 </R>	<R> $ 97,250 </R>

<R> ¹ Edward C. Johnson 3d, Abigail P. Johnson, Stephen P. Jonas, Peter S. Lynch, and Robert L. Reynolds are interested persons and are compensated by FMR.</R>

² Mr. Cook, Mr. Cox, and Mr. Kirk served on the Board of Trustees through December 31, 2004.

³ Ms. Davis served on the Board of Trustees through December 31, 2003. Ms. Davis received compensation in January 2004 for her services at meetings attended in December 2003.

⁴ During the period from July 1, 2004 through December 31, 2004, Mr. Dirks served as a Member of the Advisory Board. Effective January 1, 2005, Mr. Dirks serves as a Member of the Board of Trustees.

<R> ⁵ Effective June 1, 2005, Mr. Gamper serves as a Member of the Advisory Board.</R>

<R> ⁶ During the period from January 1, 2004 through December 31, 2004, Ms. Small served as a Member of the Advisory Board. Effective January 1, 2005, Ms. Small serves as a Member of the Board of Trustees.</R>

<R> ⁷ During the period from October 1, 2004 through December 31, 2004, Mr. Wolfe served as a Member of the Advisory Board. Effective January 1, 2005, Mr. Wolfe serves as a Member of the Board of Trustees.</R>

<R> ^A Information is for the calendar year ended December 31, 2004 for 303 funds of 58 trusts in the fund complex. Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2004, the Trustees accrued required deferred compensation from the funds as follows: J. Michael Cook, $132,875; Ralph F. Cox, $132,875; Robert M. Gates, $132,875; George H. Heilmeier, $132,875; Donald J. Kirk, $132,875; Marie L. Knowles, $144,125; Ned C. Lautenbach, $132,875; Marvin L. Mann, $177,875; William O. McCoy, $132,875; and William S. Stavropoulos, $132,875. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: J. Michael Cook, $42,086.25; Ralph F. Cox, $42,086.25; Ned C. Lautenbach, $51,358.45; and William O. McCoy, $91,858.45.</R>

<R> ^B Compensation figures include cash and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adopted by the other open-end registered investment companies in the fund complex (Other Open-End Funds). Pursuant to the deferred compensation plan, Mr. McCoy, as an Independent Trustee, may elect to defer receipt of all or a portion of his annual fees. Amounts deferred under the deferred compensation plan are credited to an account established for Mr. McCoy on the books of the Other Open-End Funds. Interest is accrued on amounts deferred under the deferred compensation plan. For the calendar year ended December 31, 2004, Mr. McCoy voluntarily elected to defer $40,500.</R>

<R> ^C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: J. Michael Cook, $605; Ralph F. Cox, $605; Robert M. Gates, $605; George H. Heilmeier, $605; Donald J. Kirk, $605; Marie L. Knowles, $655; Ned C. Lautenbach, $605; Marvin L. Mann, $809; William O. McCoy, $605; and William S. Stavropoulos, $605. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $234; Ralph F. Cox, $234; Ned C. Lautenbach, $234; and William O. McCoy, $234.</R>

<R> ^D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: J. Michael Cook, $2,292; Ralph F. Cox, $2,292; Robert M. Gates, $2,292; George H. Heilmeier, $2,292; Donald J. Kirk, $2,292; Marie L. Knowles, $2,488; Ned C. Lautenbach, $2,292; Marvin L. Mann, $3,069; William O. McCoy, $2,292; and William S. Stavropoulos, $2,292. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $885; Ralph F. Cox, $885; Ned C. Lautenbach, $885; and William O. McCoy, $885.</R>

<R> ^E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: J. Michael Cook, $2,188; Ralph F. Cox, $2,188; Robert M. Gates, $2,188; George H. Heilmeier, $2,188; Donald J. Kirk, $2,188; Marie L. Knowles, $2,373; Ned C. Lautenbach, $2,188; Marvin L. Mann, $2,929; William O. McCoy, $2,188; and William S. Stavropoulos, $2,188. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $846; Ralph F. Cox, $846; Ned C. Lautenbach, $846; and William O. McCoy, $846.</R>

<R> ^F Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: J. Michael Cook, $2,118; Ralph F. Cox, $2,118; Robert M. Gates, $2,118; George H. Heilmeier, $2,118; Donald J. Kirk, $2,118; Marie L. Knowles, $2,294; Ned C. Lautenbach, $2,118; Marvin L. Mann, $2,834; William O. McCoy, $2,118; and William S. Stavropoulos, $2,118. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $820; Ralph F. Cox, $820; Ned C. Lautenbach, $820; and William O. McCoy, $820.</R>

<R>Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual fees. Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds). The amounts ultimately received by the Independent Trustees under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a fund's assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any Independent Trustee or to pay any particular level of compensation to the Independent Trustee. A fund may invest in the Reference Funds under the Plan without shareholder approval.</R>

<R>As of the public offering of shares of Investor Class of each fund, 100% of the class's total outstanding shares was held by FMR. FMR Corp. is the ultimate parent company of FMR. By virtue of their ownership interest in FMR Corp., as described in the "Control of Investment Advisers" section on page <Click Here> , Mr. Edward C. Johnson 3d, Trustee, and Ms. Abigail P. Johnson, Trustee and Senior Vice President of the funds, may be deemed to be a beneficial owner of these shares.</R>

<R>As of February 28, 2005, the following owned of record 5% or more of each class's outstanding shares:</R>

<R>VIP Aggressive Growth: Initial Class: Fidelity Investments, Boston, MA (85.96%); Minnesota Mutual Companies, Inc., Saint Paul, MN (14.00%).</R>

<R>VIP Aggressive Growth: Service Class: Fidelity Investments, Boston, MA (83.35%); Nationwide Insurance Enterprises, Columbus, OH (16.62%).</R>

<R>VIP Aggressive Growth: Service Class 2: Fidelity Investments, Boston, MA (34.40%); Nationwide Insurance Enterprises, Columbus, OH (34.33%); American National Life Insurance Co., Galveston, TX (28.60%).</R>

<R>VIP Asset Manager: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (15.74%); American United Life Insurance Company, Indianapolis, IN (9.90%); Citigroup, Inc., Hartford, CT (9.25%); Genworth Financial, Richmond, VA (6.73%); Metropolitan Life Insurance Company, Boston, MA (6.06%).</R>

<R>VIP Asset Manager: Service Class: Ameritas Financial Services, Lincoln, NE (37.45%); Lincoln, Fort Wayne, IN (32.08%); Nationwide Insurance Enterprises, Columbus, OH (22.39%); ING, Denver, CO (6.31%).</R>

<R>VIP Asset Manager: Service Class 2: Genworth Financial, Richmond, VA (21.93%); Citigroup, Inc., Hartford, CT (19.55%); American International Group, Inc., Houston, TX (14.69%); Nationwide Insurance Enterprises, Columbus, OH (11.85%); Ameritas Financial Services, Lincoln, NE (10.54%); Western Southern Group, Louisville, KY (10.12%); Allstate Corporation, Lincoln, NE (7.53%).</R>

<R>VIP Asset Manager: Growth: Initial Class: ING, Minneapolis, MN (6.18%); Security Benefit Group, Inc., Topeka, KS (5.82%).</R>

<R>VIP Asset Manager: Growth: Service Class: Nationwide Insurance Enterprises, Columbus, OH (63.60%); Ameritas Financial Services, Lincoln, NE (23.36%); Metropolitan Life Insurance Company, Boston, MA (13.04%).</R>

<R>VIP Asset Manager: Growth: Service Class 2: Nationwide Insurance Enterprises, Columbus, OH (47.64%); AXA Group, New York, NY (32.33%); Western Southern Group, Louisville, KY (10.67%); Ameritas Financial Services, Lincoln, NE (15.07%).</R>

<R>VIP Balanced: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (16.07%).</R>

<R>VIP Balanced: Service Class: Nationwide Insurance Enterprises, Columbus, OH (95.59%).</R>

<R>VIP Balanced: Service Class 2: Guardian Insurance & Annuity Company, Inc., Bethlehem, PA (36.02%); Nationwide Insurance Enterprises, Columbus, OH (24.96%); Western Southern Group, Louisville, KY (16.76%); Great West Life, Englewood, CO (15.34%).</R>

<R>VIP Contrafund: Initial Class: ING, Hartford, CT (20.64%); Nationwide Insurance Enterprises, Columbus, OH (9.79%); New York Life Group, New York, NY (6.91%); Mutual of America, New York, NY (5.17%).</R>

<R>VIP Contrafund: Service Class: Nationwide Insurance Enterprises, Columbus, OH (45.40%); Lincoln, Fort Wayne, IN (19.75%); John Hancock Financial Services Group, San Francisco, CA (7.89%); Phoenix Home Life and Annuity Mutual Insurance Co., Hartford, CT (5.43%).</R>

<R>VIP Contrafund: Service Class 2: Aegon USA Securities Inc., Cedar Rapids, IA (14.58%); Nationwide Insurance Enterprises, Columbus, OH (10.95%); Citigroup, Inc., Hartford, CT (9.91%); Genworth Financial, Richmond, VA (8.13%); Lincoln, Fort Wayne, IN (7.33%); New York Life Group, New York, NY (6.18%); American Express Financial Services, Minneapolis, MN (5.38%).</R>

<R>VIP Contrafund: Service Class 2 R: Nationwide Insurance Enterprises, Columbus, OH (98.45%).</R>

<R>VIP Dynamic Capital Appreciation: Initial Class: USAA Life Insurance Company, San Antonio, TX (7.94%).</R>

<R>VIP Dynamic Capital Appreciation: Service Class: Nationwide Insurance Enterprises, Columbus, OH (73.16%); Fidelity Investments, Boston, MA (26.86%).</R>

<R>VIP Dynamic Capital Appreciation: Service Class 2: Nationwide Insurance Enterprises, Columbus, OH (30.48%); Citigroup, Inc., Hartford, CT (29.21%); Genworth Financial, Richmond, VA (12.60%); American Express Financial Services, Minneapolis, MN (12.13%); Sun Life Financial, Boston, MA (10.73%).</R>

<R>VIP Equity-Income: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (15.14%); ING, Hartford, CT (13.44%); Allmerica Financial Corp., Worcester, MA (7.23%); Citigroup, Inc., Hartford, CT (5.08%); Genworth Financial, Richmond, VA (5.04%).</R>

<R>VIP Equity-Income: Service Class: Nationwide Insurance Enterprises, Columbus, OH (89.92%); Guardian Insurance & Annuity Company, Inc., Bethlehem, PA (5.98%).</R>

<R>VIP Equity-Income: Service Class 2: ING, West Chester, PA (17.21%); Nationwide Insurance Enterprises, Columbus, OH (11.37%); Aegon USA Securities Inc., Cedar Rapids, IA (11.18%); Lincoln, Fort Wayne, IN (10.21%); Genworth Financial, Richmond, VA (9.96%); Minnesota Mutual Companies, Inc., Saint Paul, MN (9.22%); New York Life Group, New York, NY (5.71%).</R>

<R>VIP Equity-Income: Service Class 2 R: Nationwide Insurance Enterprises, Columbus, OH (98.13%).</R>

<R>VIP Growth: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (15.54%); ING, Hartford, CT (14.32%); Citigroup, Inc., Hartford, CT (7.92%); Allmerica Financial Corp., Worcester, MA (6.45%). </R>

<R>VIP Growth: Service Class: Nationwide Insurance Enterprises, Columbus, OH (60.61%); Lincoln, Fort Wayne, IN (9.94%); Massachusetts Mutual Group, Springfield, MA (7.34%); John Hancock Financial Services Group, San Francisco, CA (6.50%); Phoenix Home Life and Annuity Mutual Insurance Co., Hartford, CT (5.15%).</R>

<R>VIP Growth: Service Class 2: ING, West Chester, PA (29.91%); Nationwide Insurance Enterprises, Columbus, OH (10.13%); Sun Life Financial, Boston, MA (8.30%); Aegon USA Securities Inc., Cedar Rapids, IA (8.00%); Lincoln, Fort Wayne, IN (7.67%); Genworth Financial, Richmond, VA (7.01%).</R>

<R>VIP Growth & Income: Initial Class: Minnesota Mutual Companies, Inc., Saint Paul, MN (18.51%); Genworth Financial, Richmond, VA (14.19%).</R>

<R>VIP Growth & Income: Service Class: American Express Financial Services, Minneapolis, MN (91.44%); Nationwide Insurance Enterprises, Columbus, OH (8.17%).</R>

<R>VIP Growth & Income: Service Class 2: American Express Financial Services, Minneapolis, MN (80.13%); Genworth Financial, Richmond, VA (6.69%).</R>

<R>VIP Growth: Service Class 2 R: Nationwide Insurance Enterprises, Columbus, OH (96.21%).</R>

<R>VIP Growth Opportunities: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (36.67%); Genworth Financial, Richmond, VA (6.78%); Symetra Life Insurance Co., Worthington, OH (5.77%).</R>

<R>VIP Growth Opportunities: Service Class: Nationwide Insurance Enterprises, Columbus, OH (67.43%); Massachusetts Mutual Group, Springfield, MA (10.39%); The Mony Group, Syracuse, NY (6.04%); Guardian Insurance & Annuity Company, Inc., Bethlehem, PA (5.52%).</R>

<R>VIP Growth Opportunities: Service Class 2: Sun Life Financial, Boston, MA (33.71%); Aegon USA Securities Inc., Saint Petersburg, FL (19.59%); Nationwide Insurance Enterprises, Columbus, OH (11.90%); Aegon USA Securities Inc., Cedar Rapids, IA (12.23%); Allmerica Financial Corp., Worcester, MA (8.82%).</R>

<R>VIP Growth Stock: Initial Class: Fidelity Investments, Boston, MA (98.91%).</R>

<R>VIP Growth Stock: Service Class: Fidelity Investments, Boston, MA (99.99%).</R>

<R>VIP Growth Stock: Service Class 2: Fidelity Investments, Boston, MA (99.98%).</R>

<R>VIP High Income: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (22.11%); Allmerica Financial Corp., Worcester, MA (14.43%); American United Life Insurance Company, Indianapolis, IN (6.50%).</R>

<R>VIP High Income: Initial Class R: Fidelity Investments, Boston, MA (100.00%).</R>

<R>VIP High Income: Service Class: Nationwide Insurance Enterprises, Columbus, OH (91.21%).</R>

<R>VIP High Income Service Class R: Fidelity Investments, Boston, MA (99.93%).</R>

<R>VIP High Income Service Class 2: Western Southern Group, Louisville, KY (29.83%); Nationwide Insurance Enterprises, Columbus, OH (22.30%); Ameritas Financial Services, Lincoln, NE (13.51%); Allmerica Financial Corp., Worcester, MA (10.50%).</R>

<R>VIP High Income Service Class 2 R: Fidelity Investments, Boston, MA (100.00%).</R>

<R>VIP Investment Grade Bond: Initial Class: ING, Minneapolis, MN (5.26%).</R>

<R>VIP Investment Grade Bond: Service Class: Nationwide Insurance Enterprises, Columbus, OH (98.46%).</R>

<R>VIP Investment Grade Bond: Service Class 2: Nationwide Insurance Enterprises, Columbus, OH (21.15%); Allstate Corporation, Lincoln, NE (16.90%); Ameritas Financial Services, Lincoln, NE (11.20%); American Express Financial Services, Minneapolis, MN (8.38%); Western Southern Group, Louisville, KY (8.27%) Horace Mann Life Insurance, Springfield, IL (7.88%); Security Benefit Group, Inc., Topeka, KS (6.37%).</R>

<R>VIP Mid Cap: Initial Class: Allmerica Financial Corp., Worcester, MA (5.23%).</R>

<R>VIP Mid Cap: Service Class: American Express Financial Services, Minneapolis, MN (71.25%); Guardian Insurance & Annuity Company, Inc., Bethlehem, PA (16.89%). </R>

<R>VIP Mid Cap: Service Class 2: American Express Financial Services, Minneapolis, MN (30.17%); Aegon USA Securities Inc., Cedar Rapids, IA (18.75%); Citigroup, Inc., Hartford, CT (11.93%); Genworth Financial, Richmond, VA (8.76%);Nationwide Insurance Enterprises, Columbus, OH (6.32%).</R>

<R>VIP Money Market: Initial Class: American International Group, Inc., New York, NY (14.20%).</R>

<R>VIP Money Market: Service Class: Sun Life Financial, Boston, MA (71.19%); Lincoln, Fort Wayne, TX (24.62%).</R>

<R>VIP Money Market: Service Class 2: Allstate Corporation, Lincoln, NE (72.01%); Symetra Life Insurance Company, Worthington, OH (10.01%); Aegon USA Securities Inc., Cedar Rapids, IA (6.52%); Great West Life, Englewood, CO (5.07%).</R>

<R>VIP Overseas: Initial Class: Nationwide Insurance Enterprises, Columbus, OH (15.90%); Metropolitan Life Insurance Company, Boston, MA (10.97%); ING, Hartford, CT (7.28%); American United Life Insurance Company, Indianapolis, IN (6.33%); Genworth Financial, Richmond, VA (6.09%); Allmerica Financial Corp., Worcester, MA (5.92%).</R>

<R>VIP Overseas: Service Class: Nationwide Insurance Enterprises, Columbus, OH (41.36%); American Express Financial Services, Minneapolis, MN (38.61%); John Hancock Financial Services Group, San Francisco, CA (10.54%).</R>

<R>VIP Overseas: Service Class 2: American Express Financial Services, Minneapolis, MN (56.64%); Lincoln, Fort Wayne, IN (21.34%); Nationwide Insurance Enterprises, Columbus, OH (5.31%).</R>

<R>VIP Real Estate: Service Class: Fidelity Investments, Boston, MA (99.97%).</R>

<R>VIP Real Estate: Service Class 2: Fidelity Investments, Boston, MA (99.97%).</R>

<R>VIP Strategic Income: Service Class: Fidelity Investments, Boston, MA (100.00%).</R>

<R>VIP Strategic Income: Service Class 2: Fidelity Investments, Boston, MA (99.98%).</R>

<R>VIP Value: Initial Class: Fidelity Investments, Boston, MA (58.05%); Minnesota Mutual Companies, Inc., Saint Paul, MN (22.64%); Zurich Insurance Group, Long Grove, IL (15.83%).</R>

<R>VIP Value: Service Class: Nationwide Insurance Enterprises, Columbus, OH (69.72%); Fidelity Investments, Boston, MA (30.29%).</R>

<R>VIP Value: Service Class 2: AXA Group, New York, NY (46.62%); Nationwide Insurance Enterprises, Columbus, OH (40.68%); Fidelity Investments, Boston, MA (12.67%).</R>

<R>VIP Value Leaders: Initial Class: Fidelity Investments, Boston, MA (100.00%).</R>

<R>VIP Value Leaders: Service Class: Fidelity Investments, Boston, MA (99.96%).</R>

<R>VIP Value Leaders: Service Class 2: Fidelity Investments, Boston, MA (99.99%).</R>

<R>VIP Value Strategies: Service Class: Nationwide Insurance Enterprises, Columbus, OH (96.65%).</R>

<R>VIP Value Strategies: Service Class 2: Aegon USA Securities Inc., Cedar Rapids, IA (75.10%); Nationwide Insurance Enterprises, Columbus, OH (15.20%); Allmerica Financial Corp., Worcester, MA (7.48%).</R>

<R>As of February 28, 2005, approximately 28.07% of VIP Aggressive Growth's total outstanding shares was held by Nationwide Insurance Enterprises, Columbus, OH; approximately 49.14% of VIP Growth & Income's total outstanding shares was held by American Express Financial Services, Minneapolis, MN; approximately 34.65% of VIP High Income's total outstanding shares was held by Nationwide Insurance Enterprises, Columbus, OH; approximately 30.95% of VIP Mid Cap's total outstanding shares was held by American Express Financial Services, Minneapolis, MN; approximately 42.32% of VIP Value's total outstanding shares was held by Nationwide Insurance Enterprises, Columbus, OH; approximately 31.48% of VIP Value's total outstanding shares was held by AXA Group, New York, NY; and approximately 30.20% of VIP Value Strategies' total outstanding shares was held by Aegon USA Securities Inc., Cedar Rapids, IA.</R>

<R>A shareholder owning of record or beneficially more than 25% of a fund's outstanding shares may be considered a controlling person. That shareholder's vote could have a more significant effect on matters presented at a shareholders' meeting than votes of other shareholders.</R>

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR, Fidelity Investments Money Management, Inc. (FIMM), Fidelity Management & Research (U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR Far East), and FMR Co., Inc. (FMRC). The voting common stock of FMR Corp. is divided into two classes. Class B is held predominantly by members of the Edward C. Johnson 3d family and is entitled to 49% of the vote on any matter acted upon by the voting common stock. Class A is held predominantly by non-Johnson family member employees of FMR Corp. and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting stock of that company. Therefore, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR Corp.

At present, the primary business activities of FMR Corp. and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging businesses.

Fidelity International Limited (FIL), a Bermuda company formed in 1968, is the ultimate parent company of Fidelity International Investment Advisors (FIIA), Fidelity Investments Japan Limited (FIJ), and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L). Edward C. Johnson 3d, Johnson family members, and various trusts for the benefit of the Johnson family own, directly or indirectly, more than 25% of the voting common stock of FIL. At present, the primary business activities of FIL and its subsidiaries are the provision of investment advisory services to non-U.S. investment companies and private accounts investing in securities throughout the world.

<R>FMR, FIMM, FMRC, FMR U.K., FMR Far East, FIJ, FIIA, FIIA(U.K.)L, (the Investment Advisers), Fidelity Distributors Corporation (FDC), and the funds have adopted codes of ethics under Rule 17j-1 of the 1940 Act that set forth employees' fiduciary responsibilities regarding the funds, establish procedures for personal investing, and restrict certain transactions. Employees subject to the codes of ethics, including Fidelity investment personnel, may invest in securities for their own investment accounts, including securities that may be purchased or held by the funds.</R>

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

<R> Management Services. Under the terms of its management contract with each fund, FMR acts as investment adviser and, subject to the supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment objective, policies and limitations. FMR also provides each fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of each fund and all Trustees who are "interested persons" of the trusts or of FMR, and all personnel of each fund or FMR performing services relating to research, statistical and investment activities.</R>

<R> Management-Related Expenses. In addition to the management fee payable to FMR and the fees payable to the transfer, dividend disbursing, and shareholder servicing agent and pricing and bookkeeping agent, and the costs associated with securities lending, as applicable, each fund or each class thereof, as applicable, pays all of its expenses that are not assumed by those parties. Each fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and Independent Trustees. Each fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of each fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by each fund include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws and making necessary filings under state securities laws. Each fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation. Each fund also pays the costs related to the solicitation of fund proxies from variable product owners.</R>

<R> Management Fees. For the services of FMR under the management contract, VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies each pays FMR a monthly management fee which has two components: a group fee rate and an individual fund fee rate.</R>

For the services of FMR under the management contract, VIP Money Market pays FMR a monthly management fee which has two components: a group fee and an income component.

The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts.

The following is the fee schedule for the income and money market funds.

INCOME/MONEY MARKET FUNDS
GROUP FEE RATE SCHEDULE				EFFECTIVE ANNUAL FEE RATES
Average Group Assets			Annualized Rate	Group Net Assets	Effective Annual Fee Rate
0	-	$3 billion	.3700%	$1 billion	.3700%
3	-	6	.3400	50	.2188
6	-	9	.3100	100	.1869
9	-	12	.2800	150	.1736
12	-	15	.2500	200	.1652
15	-	18	.2200	250	.1587
18	-	21	.2000	300	.1536
21	-	24	.1900	350	.1494
24	-	30	.1800	400	.1459
30	-	36	.1750	450	.1427
36	-	42	.1700	500	.1399
42	-	48	.1650	550	.1372
48	-	66	.1600	600	.1349
66	-	84	.1550	650	.1328
84	-	120	.1500	700	.1309
120	-	156	.1450	750	.1291
156	-	192	.1400	800	.1275
192	-	228	.1350	850	.1260
228	-	264	.1300	900	.1246
264	-	300	.1275	950	.1233
300	-	336	.1250	1,000	.1220
336	-	372	.1225	1,050	.1209
372	-	408	.1200	1,100	.1197
408	-	444	.1175	1,150	.1187
444	-	480	.1150	1,200	.1177
480	-	516	.1125	1,250	.1167
516	-	587	.1100	1,300	.1158
587	-	646	.1080	1,350	.1149
646	-	711	.1060	1,400	.1141
711	-	782	.1040
782	-	860	.1020
860	-	946	.1000
946	-	1,041	.0980
1,041	-	1,145	.0960
1,145	-	1,260	.0940
Over		1,260	.0920

The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized rates on the left. For example, the effective annual fee rate at $917 billion of group net assets - the approximate level for December 2004 - was 0.1241%, which is the weighted average of the respective fee rates for each level of group net assets up to $917 billion.

For VIP Money Market, one-twelfth of the group fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for that month to which the income component is added.

The income component for each month is the sum of an income-based fee and an asset-based fee as follows:

If the fund's annualized gross yield is :
Equal To or Greater Than	But Less Than	Income-Based Fee	Annual Asset-Based Fee Rate
0.00%	1.00%	2% of Monthly Gross Income	0.05%
1.00%	3.00%	zero	0.07%
3.00%	11.00%	2% of Monthly Gross Income	0.01%
11.00%	13.00%	zero	0.23%
13.00%	15.00%	2% of Monthly Gross Income	(0.03)%
15.00%	--	zero	0.27%

Gross income, for this purpose, includes interest accrued and/or discount earned (including both original issue discount and market discount) on portfolio obligations, less amortization of premium on portfolio obligations. Annualized gross yield is determined by dividing the fund's gross income for the month by the average daily net assets of the fund and dividing the result by the number of days in the month divided by 365 days. One-twelfth of the annual asset-based fee rate is applied to the fund's average net assets for the month, and the resulting dollar amount (positive or negative) is the asset-based fee for that month.

The following is the fee schedule for the growth, growth & income, and asset allocation funds .

GROWTH/GROWTH & INCOME/ASSET ALLOCATION FUNDS
GROUP FEE RATE SCHEDULE				EFFECTIVE ANNUAL FEE RATES
Average Group Assets			Annualized Rate	Group Net Assets	Effective Annual Fee Rate
0	-	$3 billion	.5200%	$1 billion	.5200%
3	-	6	.4900	50	.3823
6	-	9	.4600	100	.3512
9	-	12	.4300	150	.3371
12	-	15	.4000	200	.3284
15	-	18	.3850	250	.3219
18	-	21	.3700	300	.3163
21	-	24	.3600	350	.3113
24	-	30	.3500	400	.3067
30	-	36	.3450	450	.3024
36	-	42	.3400	500	.2982
42	-	48	.3350	550	.2942
48	-	66	.3250	600	.2904
66	-	84	.3200	650	.2870
84	-	102	.3150	700	.2838
102	-	138	.3100	750	.2809
138	-	174	.3050	800	.2782
174	-	210	.3000	850	.2756
210	-	246	.2950	900	.2732
246	-	282	.2900	950	.2710
282	-	318	.2850	1,000	.2689
318	-	354	.2800	1,050	.2669
354	-	390	.2750	1,100	.2649
390	-	426	.2700	1,150	.2631
426	-	462	.2650	1,200	.2614
462	-	498	.2600	1,250	.2597
498	-	534	.2550	1,300	.2581
534	-	587	.2500	1,350	.2566
587	-	646	.2463	1,400	.2551
646	-	711	.2426
711	-	782	.2389
782	-	860	.2352
860	-	946	.2315
946	-	1,041	.2278
1,041	-	1,145	.2241
1,145	-	1,260	.2204
Over		1,260	.2167

The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized rates on the left. For example, the effective annual fee rate at $917 billion of group net assets - the approximate level for December 2004 - was 0.2724%, which is the weighted average of the respective fee rates for each level of group net assets up to $917 billion.

<R>The individual fund fee rate for each fund (except VIP Money Market) is set forth in the following table. Based on the average group net assets of the funds advised by FMR for December 2004, each fund's annual management fee rate would be calculated as follows:</R>

Fund	Group Fee Rate		Individual Fund Fee Rate		Management Fee Rate
<R>VIP Aggressive Growth</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3500%</R>	<R>=</R>	<R>0.6224%</R>
<R>VIP Asset Manager</R>	<R>0.2724%</R>	<R>+</R>	<R>0.2500%</R>	<R>=</R>	<R>0.5224%</R>
<R>VIP Asset Manager: Growth</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Balanced</R>	<R>0.2724%</R>	<R>+</R>	<R>0.1500%</R>	<R>=</R>	<R>0.4224%</R>
<R>VIP Contrafund</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Dynamic Capital Appreciation</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Equity-Income</R>	<R>0.2724%</R>	<R>+</R>	<R>0.2000%</R>	<R>=</R>	<R>0.4724%</R>
<R>VIP Growth</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Growth & Income</R>	<R>0.2724%</R>	<R>+</R>	<R>0.2000%</R>	<R>=</R>	<R>0.4724%</R>
<R>VIP Growth Opportunities</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Growth Stock</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP High Income</R>	<R>0.1241%</R>	<R>+</R>	<R>0.4500%</R>	<R>=</R>	<R>0.5741%</R>
<R>VIP Investment Grade Bond</R>	<R>0.1241%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.4241%</R>
<R>VIP Mid Cap</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Real Estate</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Strategic Income</R>	<R>0.1241%</R>	<R>+</R>	<R>0.4500%</R>	<R>=</R>	<R>0.5741%</R>
<R>VIP Value</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Value Leaders</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>
<R>VIP Value Strategies</R>	<R>0.2724%</R>	<R>+</R>	<R>0.3000%</R>	<R>=</R>	<R>0.5724%</R>

One-twelfth of the management fee rate is applied to each fund's average net assets for the month, giving a dollar amount which is the fee for that month.

The following table shows the amount of management fees paid by VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies to FMR for the past three fiscal years.

Fund	Fiscal Years Ended December 31	Management Fees Paid to FMR
<R>VIP Aggressive Growth</R>	<R>2004</R>	<R>$ 61,803</R>
	<R>2003</R>	<R>$ 42,657</R>
	<R>2002</R>	<R>$ 38,543</R>
<R>VIP Asset Manager</R>	<R>2004</R>	<R>$ 15,228,347</R>
	<R>2003</R>	<R>$ 15,358,806</R>
	<R>2002</R>	<R>$ 16,783,403</R>
<R>VIP Asset Manager: Growth</R>	<R>2004</R>	<R>$ 1,905,182</R>
	<R>2003</R>	<R>$ 1,816,560</R>
	<R>2002</R>	<R>$ 2,004,217</R>
<R>VIP Balanced</R>	<R>2004</R>	<R>$ 1,470,347</R>
	<R>2003</R>	<R>$ 1,310,786</R>
	<R>2002</R>	<R>$ 1,259,629</R>
<R>VIP Contrafund</R>	<R>2004</R>	<R>$ 64,250,053</R>
	<R>2003</R>	<R>$ 49,164,152</R>
	<R>2002</R>	<R>$ 47,191,802</R>
<R>VIP Dynamic Capital Appreciation</R>	<R>2004</R>	<R>$ 193,526</R>
	<R>2003</R>	<R>$ 70,860</R>
	<R>2002</R>	<R>$ 39,533</R>
<R>VIP Equity-Income</R>	<R>2004</R>	<R>$ 50,339,584</R>
	<R>2003</R>	<R>$ 41,613,933</R>
	<R>2002</R>	<R>$ 44,958,364</R>
<R>VIP Growth</R>	<R>2004</R>	<R>$ 58,590,211</R>
	<R>2003</R>	<R>$ 52,844,117</R>
	<R>2002</R>	<R>$ 61,382,867</R>
<R>VIP Growth & Income</R>	<R>2004</R>	<R>$ 7,335,808</R>
	<R>2003</R>	<R>$ 5,872,983</R>
	<R>2002</R>	<R>$ 5,399,250</R>
<R>VIP Growth Opportunities</R>	<R>2004</R>	<R>$ 4,230,844</R>
	<R>2003</R>	<R>$ 3,917,176</R>
	<R>2002</R>	<R>$ 4,583,230</R>
<R>VIP Growth Stock</R>	<R>2004</R>	<R>$ 35,639</R>
	<R>2003</R>	<R>$ 31,412</R>
	<R>2002*</R>	<R>$ 1,595</R>
<R>VIP High Income</R>	<R>2004</R>	<R>$ 10,407,413</R>
	<R>2003</R>	<R>$ 10,376,381</R>
	<R>2002</R>	<R>$ 7,993,698</R>
<R>VIP Investment Grade Bond</R>	<R>2004</R>	<R>$ 6,787,838</R>
	<R>2003</R>	<R>$ 8,402,508</R>
	<R>2002</R>	<R>$ 7,489,189</R>
<R>VIP Mid Cap</R>	<R>2004</R>	<R>$ 17,263,105</R>
	<R>2003</R>	<R>$ 9,876,195</R>
	<R>2002</R>	<R>$ 7,628,488</R>
<R>VIP Money Market</R>	<R>2004</R>	<R>$ 3,278,063</R>
	<R>2003</R>	<R>$ 4,792,919</R>
	<R>2002</R>	<R>$ 5,542,141</R>
<R>VIP Real Estate</R>	<R>2004</R>	<R>$ 493,539</R>
	<R>2003</R>	<R>$ 68,040</R>
	<R>2002**</R>	<R>$ 4,535</R>
<R>VIP Strategic Income</R>	<R>2004</R>	<R>$ 271,033</R>
	<R>2003***</R>	<R>$ 1,397</R>
<R>VIP Value</R>	<R>2004</R>	<R>$ 26,508</R>
	<R>2003</R>	<R>$ 18,064</R>
	<R>2002</R>	<R>$ 20,168</R>
<R>VIP Value Leaders</R>	<R>2004</R>	<R>$ 33,557</R>
	<R>2003****</R>	<R>$ 15,889</R>
<R>VIP Value Strategies</R>	<R>2004</R>	<R>$ 2,896,308</R>
	<R>2003</R>	<R>$ 891,689</R>
	<R>2002*****</R>	<R>$ 95,326</R>

<R>* VIP Growth Stock commenced operations on December 11, 2002.</R>

<R>** VIP Real Estate commenced operations on November 6, 2002.</R>

<R>*** VIP Strategic Income commenced operations on December 23, 2003.</R>

<R>**** VIP Value Leaders commenced operations on June 17, 2003.</R>

<R>***** VIP Value Strategies commenced operations on February 20, 2002.</R>

<R>FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses (exclusive of interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses) , which is subject to revision or discontinuance. FMR retains the ability to be repaid for these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.</R>

<R>Expense reimbursements by FMR will increase a class's returns and yield, and repayment of the reimbursement by a class will lower its returns and yield.</R>

<R> Sub-Adviser - FIMM. On behalf of VIP Investment Grade Bond and VIP Money Market, FMR has entered into a sub-advisory agreement with FIMM pursuant to which FIMM has day-to-day responsibility for choosing investments for each fund. On behalf of VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income, FMR has entered into a sub-advisory agreement with FIMM pursuant to which FIMM has day-to-day responsibility for choosing certain types of investments for each fund.</R>

Under the terms of the sub-advisory agreements for VIP Investment Grade Bond and VIP Money Market, FMR pays FIMM fees equal to 50% of the management fee payable to FMR under its management contract with each fund. Under the terms of the sub-advisory agreements for VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income FMR pays FIMM fees equal to 50% of the management fee payable to FMR with respect to that portion of the fund's assets that is managed by FIMM. The fees paid to FIMM are not reduced by any voluntary or mandatory expense reimbursements that may be in effect from time to time.

Fees paid to FIMM by FMR on behalf of VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Investment Grade Bond, VIP Money Market, and VIP Strategic Income, for the past three fiscal years are shown in the following table.

Fund	Fiscal Year Ended December 31	Fees Paid to FIMM
<R>VIP Asset Manager</R>	<R>2004</R>	<R>$ 1,931,561</R>
	<R>2003</R>	<R>$ 2,238,519</R>
	<R>2002</R>	<R>$ 3,045,773</R>
<R>VIP Asset Manager: Growth</R>	<R>2004</R>	<R>$ 114,549</R>
	<R>2003</R>	<R>$ 137,771</R>
	<R>2002</R>	<R>$ 74,098</R>
<R>VIP Balanced</R>	<R>2004</R>	<R>$ 221,466</R>
	<R>2003</R>	<R>$ 188,145</R>
	<R>2002</R>	<R>$ 196,315</R>
<R>VIP Investment Grade Bond</R>	<R>2004</R>	<R>$ 3,394,037</R>
	<R>2003</R>	<R>$ 4,200,646</R>
	<R>2002</R>	<R>$ 3,744,640</R>
<R>VIP Money Market</R>	<R>2004</R>	<R>$ 1,638,935</R>
	<R>2003</R>	<R>$ 2,396,239</R>
	<R>2002</R>	<R>$ 2,771,025</R>
<R>VIP Strategic Income</R>	<R>2004</R>	<R>$ 20,826</R>
	<R>2003*</R>	<R>$ 0</R>

* VIP Strategic Income commenced operations on December 23, 2003.

Sub-Adviser - FMRC. On behalf of VIP Aggressive Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has day-to-day responsibility for choosing investments for each fund. On behalf of VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has day-to-day responsibility for choosing certain types of investments for each fund.

<R>Under the terms of the sub-advisory agreements for VIP Aggressive Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies, FMR pays FMRC fees equal to 50% of the management fee payable to FMR under its management contract with each fund. Under the terms of the sub-advisory agreements for VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Strategic Income, FMR pays FMRC fees equal to 50% of the management fee payable to FMR with respect to that portion of the fund's assets that is managed by FMRC. The fees paid to FMRC are not reduced by any voluntary or mandatory expense reimbursements that may be in effect from time to time.</R>

Fees paid to FMRC by FMR on behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies for the past three fiscal years are shown in the following table.

Fund	Fiscal Years Ended December 31	Fees Paid to FMRC
<R>VIP Aggressive Growth</R>	<R>2004</R>	<R>$ 30,900</R>
	<R>2003</R>	<R>$ 21,326</R>
	<R>2002</R>	<R>$ 19,269</R>
<R>VIP Asset Manager</R>	<R>2004</R>	<R>$ 5,732,890</R>
	<R>2003</R>	<R>$ 5,437,156</R>
	<R>2002</R>	<R>$ 6,094,339</R>
<R>VIP Asset Manager: Growth</R>	<R>2004</R>	<R>$ 844,517</R>
	<R>2003</R>	<R>$ 766,030</R>
	<R>2002</R>	<R>$ 1,013,556</R>
<R>VIP Balanced</R>	<R>2004</R>	<R>$ 512,811</R>
	<R>2003</R>	<R>$ 458,061</R>
	<R>2002</R>	<R>$ 435,375</R>
<R>VIP Contrafund</R>	<R>2004</R>	<R>$ 32,122,770</R>
	<R>2003</R>	<R>$ 24,580,696</R>
	<R>2002</R>	<R>$ 23,594,358</R>
<R>VIP Dynamic Capital Appreciation</R>	<R>2004</R>	<R>$ 96,726</R>
	<R>2003</R>	<R>$ 35,454</R>
	<R>2002</R>	<R>$ 19,764</R>
<R>VIP Equity-Income</R>	<R>2004</R>	<R>$ 25,166,392</R>
	<R>2003</R>	<R>$ 20,807,987</R>
	<R>2002</R>	<R>$ 22,478,087</R>
<R>VIP Growth</R>	<R>2004</R>	<R>$ 29,292,316</R>
	<R>2003</R>	<R>$ 26,424,060</R>
	<R>2002</R>	<R>$ 30,688,687</R>
<R>VIP Growth & Income</R>	<R>2004</R>	<R>$ 3,667,519</R>
	<R>2003</R>	<R>$ 2,936,498</R>
	<R>2002</R>	<R>$ 2,699,363</R>
<R>VIP Growth Opportunities</R>	<R>2004</R>	<R>$ 2,115,228</R>
	<R>2003</R>	<R>$ 1,958,817</R>
	<R>2002</R>	<R>$ 2,291,510</R>
<R>VIP Growth Stock</R>	<R>2004</R>	<R>$ 17,817</R>
	<R>2003</R>	<R>$ 15,706</R>
	<R>2002*</R>	<R>$ 797</R>
<R>VIP High Income</R>	<R>2004</R>	<R>$ 5,203,631</R>
	<R>2003</R>	<R>$ 5,187,892</R>
	<R>2002</R>	<R>$ 3,997,461</R>
<R>VIP Mid Cap</R>	<R>2004</R>	<R>$ 8,629,985</R>
	<R>2003</R>	<R>$ 4,937,600</R>
	<R>2002</R>	<R>$ 3,813,827</R>
<R>VIP Real Estate</R>	<R>2004</R>	<R>$ 246,734</R>
	<R>2003</R>	<R>$ 34,095</R>
	<R>2002**</R>	<R>$ 2,268</R>
<R>VIP Strategic Income</R>	<R>2004</R>	<R>$ 75,351</R>
	<R>2003***</R>	<R>$ 656</R>
<R>VIP Value</R>	<R>2004</R>	<R>$ 13,254</R>
	<R>2003</R>	<R>$ 9,030</R>
	<R>2002</R>	<R>$ 10,081</R>
<R>VIP Value Leaders</R>	<R>2004</R>	<R>$ 16,777</R>
	<R>2003****</R>	<R>$ 7,945</R>
<R>VIP Value Strategies</R>	<R>2004</R>	<R>$ 1,447,550</R>
	<R>2003</R>	<R>$ 446,109</R>
	<R>2002*****</R>	<R>$ 47,666</R>

* VIP Growth Stock commenced operations on December 11, 2002.

** VIP Real Estate commenced operations on November 6, 2002.

*** VIP Strategic Income commenced operations on December 23, 2003.

**** VIP Value Leaders commenced operations on June 17, 2003.

***** VIP Value Strategies commenced operations on February 20, 2002.

Sub-Advisers - FIIA and FIIA(U.K.)L. On behalf of VIP Investment Grade Bond and VIP Money Market, FIMM has entered into a master international fixed-income research agreement with FIIA. On behalf of VIP Investment Grade Bond and VIP Money Market, FIIA, in turn, has entered into a fixed-income sub-research agreement with FIIA(U.K.)L. Pursuant to the fixed-income research agreements, FIMM may receive investment advice and research services concerning issuers and countries outside the United States. In particular, FIIA and FIIA(U.K.)L will make minimal credit risk and comparable quality determinations for foreign issuers that issue U.S. dollar-denominated securities.

Under the terms of the master international fixed-income research agreement, FIMM pays FIIA an amount based on a fund's net assets relative to the assets of other registered investment companies with which FMR or FIMM has management contracts. Under the terms of the fixed-income sub-research agreement, FIIA pays FIIA(U.K.)L an amount equal to the administrative costs incurred in providing investment advice and research services for a fund.

<R>For the past fiscal year, no fees were paid to FIIA(U.K.)L on behalf of VIP Investment Grade Bond and VIP Money Market for providing investment advice and research services pursuant to the fixed-income research agreements.</R>

<R>For providing investment advice and research services pursuant to the fixed-income research agreements, fees paid to FIIA on behalf of VIP Investment Grade Bond and VIP Money Market, for the past two fiscal years are shown in the following table.</R>

<R>Fiscal Year Ended December 31 </R>	<R> FIIA </R>	<R> FIIA(U.K.)L </R>
<R> VIP Investment Grade Bond </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 700</R>	<R>$ 0</R>
<R> VIP Money Market </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 3,460</R>	<R>$ 0</R>

Sub-Advisers - FIIA, FIIA(U.K.)L, and FIJ. On behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies, FMR has entered into a master international research agreement with FIIA. On behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap,VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies, FIIA, in turn, has entered into sub-research agreements with FIIA(U.K.)L and FIJ. Pursuant to the research agreements, FMR may receive investment advice and research services concerning issuers and countries outside the United States.

Under the terms of the master international research agreement, FMR pays FIIA an amount based on a fund's international net assets relative to the international assets of other registered investment companies with which FMR has management contracts. Under terms of the sub-research agreements, FIIA pays FIIA(U.K.)L and FIJ an amount equal to the administrative costs incurred in providing investment advice and research services for a fund.

For the past fiscal year, no fees were paid to FIIA(U.K.)L and FIJ on behalf of the funds for providing investment advice and research services pursuant to the research agreements.

For the past fiscal year, no fees were paid to FIIA on behalf of VIP Real Estate for providing investment advice and research services pursuant to the research agreements.

<R>For providing investment advice and research services pursuant to the research agreements, fees paid to FIIA on behalf of the funds for the past two fiscal years are shown in the following table.</R>

Fiscal Year Ended December 31					FIIA
<R> VIP Aggressive Growth </R>
<R>2004</R>					<R>$ 331</R>
<R>2003</R>					<R>$ 108</R>
<R> VIP Asset Manager </R>
<R>2004</R>					<R>$ 68,456</R>
<R>2003</R>					<R>$ 22,677</R>
<R> VIP Asset Manager: Growth </R>
<R>2004</R>					<R>$ 12,063</R>
<R>2003</R>					<R>$ 3,052</R>
<R> VIP Balanced </R>
<R>2004</R>					<R>$ 6,368</R>
<R>2003</R>					<R>$ 2,970</R>
<R> VIP Contrafund </R>
<R>2004</R>					<R>$ 837,925</R>
<R>2003</R>					<R>$ 603,277</R>
<R> VIP Dynamic Capital Appreciation </R>
<R>2004</R>					<R>$ 442</R>
<R>2003</R>					<R>$ 63</R>
<R> VIP Equity-Income </R>
<R>2004</R>					<R>$ 476,158</R>
<R>2003</R>					<R>$ 40,849</R>
<R> VIP Growth </R>
<R>2004</R>					<R>$ 435,913</R>
<R>2003</R>					<R>$ 0</R>
<R> VIP Growth & Income </R>
<R>2004</R>					<R>$ 26,673</R>
<R>2003</R>					<R>$ 5,582</R>
<R> VIP Growth Opportunities </R>
<R>2004</R>					<R>$ 14,372</R>
<R>2003</R>					<R>$ 12,513</R>
<R> VIP Growth Stock </R>
<R>2004</R>					<R>$ 108</R>
<R>2003</R>					<R>$ 58</R>
<R> VIP High Income </R>
<R>2004</R>					<R>$ 71,592</R>
<R>2003</R>					<R>$ 7,423</R>
<R> VIP Mid Cap </R>
<R>2004</R>					<R>$ 236,789</R>
<R>2003</R>					<R>$ 72,864</R>
<R> VIP Real Estate </R>
<R>2004</R>					<R>$ 0</R>
<R>2003</R>					<R>$ 6</R>
<R> VIP Strategic Income </R>
<R>2004</R>					<R>$ 5,476</R>
<R>2003</R>					<R>$ 0</R>
<R> VIP Value </R>
<R>2004</R>					<R>$ 84</R>
<R>2003</R>					<R>$ 28</R>
<R> VIP Value Leaders </R>
<R>2004</R>					<R>$ 59</R>
<R>2003</R>					<R>$ 18</R>
<R> VIP Value Strategies </R>
<R>2004</R>					<R>$ 25,348</R>
<R>2003</R>					<R>$ 0</R>

<R> Sub-Advisers - FMR U.K., FMR Far East, and FIJ. On behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies, FMR has entered into sub-advisory agreements with FMR U.K. and FMR Far East. On behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income,VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies, FMR Far East has entered into a sub-advisory agreement with FIJ. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant all the sub-advisers investment management authority as well as the authority to buy and sell securities if FMR believes it would be beneficial to the funds (discretionary services).</R>

Under the terms of the sub-advisory agreements, for providing non-discretionary investment advice and research services the sub-advisers are compensated as follows:

FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection with providing investment advice and research services.
FMR Far East pays FIJ a fee equal to 100% of FIJ's costs incurred in connection with providing investment advice and research services for a fund to FMR Far East.

<R>On behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies, under the terms of the sub-advisory agreements, for providing discretionary investment management and executing portfolio transactions, the sub-advisers are compensated as follows:</R>

FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its monthly management fee with respect to the fund's average net assets managed by the sub-adviser on a discretionary basis.
FMR Far East pays FIJ a fee equal to 105% of FIJ's costs incurred in connection with providing investment advisory and order execution services for a fund to FMR Far East.

<R>For the past three fiscal years, no fees were paid to FMR U.K., FMR Far East, and FIJ on behalf of VIP High Income for providing non-discretionary investment advice and research services pursuant to the sub-advisory agreements.</R>

<R>For the past two fiscal years, no fees were paid to FMR U.K., FMR Far East, and FIJ on behalf of VIP Real Estate and VIP Strategic Income for providing non-discretionary investment advice and research services pursuant to the sub-advisory agreements.</R>

<R>For the past fiscal year, no fees were paid to FMR U.K., FMR Far East, and FIJ on behalf of VIP Equity-Income and VIP Growth for providing non-discretionary investment advice and research services pursuant to the sub-advisory agreements.</R>

<R>For providing non-discretionary investment advice and research services pursuant to the sub-advisory agreements, fees paid to FMR U.K., FMR Far East, and FIJ on behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Value, and VIP Value Strategies for the past three fiscal years are shown in the following table.</R>

Fiscal Years Ended December 31	FMR U.K.	FMR Far East	FIJ
<R> VIP Aggressive Growth </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 21</R>	<R>$ 114</R>	<R>$ 67</R>
<R>2002</R>	<R>$ 59</R>	<R>$ 69</R>	<R>$ 38</R>
<R> VIP Asset Manager </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 33,767</R>	<R>$ 99,513</R>	<R>$ 59,258</R>
<R>2002</R>	<R>$ 73,241</R>	<R>$ 31,644</R>	<R>$ 17,478</R>
<R> VIP Asset Manager: Growth </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 2,339</R>	<R>$ 36,523</R>	<R>$ 22,000</R>
<R>2002</R>	<R>$ 6,645</R>	<R>$ 5,116</R>	<R>$ 2,752</R>
<R> VIP Balanced </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 2,890</R>	<R>$ 2,139</R>	<R>$ 1,231</R>
<R>2002</R>	<R>$ 6,257</R>	<R>$ 3,072</R>	<R>$ 1,665</R>
<R> VIP Contrafund </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 511,574</R>	<R>$ 211,803</R>	<R>$ 118,055</R>
<R>2002</R>	<R>$ 1,407,638</R>	<R>$ 424,402</R>	<R>$ 229,463</R>
<R> VIP Dynamic Capital Appreciation </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 24</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 323</R>	<R>$ 69</R>	<R>$ 37</R>
<R> VIP Growth & Income </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 2,255</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 3,829</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Growth Opportunities </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 10,567</R>	<R>$ 4,190</R>	<R>$ 2,361</R>
<R>2002</R>	<R>$ 16,356</R>	<R>$ 3,567</R>	<R>$ 1,950</R>
<R> VIP Growth Stock </R>	<R> </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002*</R>	<R>$ 10</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Mid Cap </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 38,299</R>	<R>$ 38,420</R>	<R>$ 22,667</R>
<R>2002</R>	<R>$ 59,031</R>	<R>$ 42,174</R>	<R>$ 22,228</R>
<R> VIP Value </R>	<R> </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2003</R>	<R>$ 12</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 33,954</R>	<R>$ 173,964</R>	<R>$ 89,510</R>
<R> VIP Value Strategies </R>	<R> </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 0</R>	<R>$ 140</R>	<R>$ 810</R>
<R>2003</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002**</R>	<R>$ 376</R>	<R>$ 3,009</R>	<R>$ 1,677</R>

* VIP Growth Stock commenced operations on December 11, 2002.

** VIP Value Strategies commenced operations on February 20, 2002.

For the past three fiscal years, no fees were paid to FMR U.K. on behalf of the funds for providing discretionary investment management and execution of portfolio transactions pursuant to the sub-advisory agreements.

<R>For the past three fiscal years, no fees were paid to FMR Far East and FIJ on behalf of VIP Balanced, VIP Growth & Income, VIP Growth Opportunities, VIP High Income, and VIP Value for providing discretionary investment management and execution of portfolio transactions pursuant to the sub-advisory agreements.</R>

<R>For the past two fiscal years, no fees were paid to FMR Far East and FIJ on behalf of VIP Real Estate, VIP Strategic Income and VIP Value Leaders for providing discretionary investment management and execution of portfolio transactions pursuant to the sub-advisory agreements.</R>

<R>For the past fiscal year, no fees were paid to FMR Far East and FIJ on behalf of VIP Growth Opportunities for providing discretionary investment management and execution of portfolio transactions pursuant to the sub-advisory agreements.</R>

<R>For providing discretionary investment management and execution of portfolio transactions pursuant to the sub-advisory agreements, fees paid to FMR Far East and FIJ on behalf of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity Income, VIP Growth, VIP Growth Stock, VIP Mid Cap, and VIP Value Strategies for the past three fiscal years are shown in the following table.</R>

Fiscal Year Ended December 31	FMR Far East	FIJ
<R> VIP Aggressive Growth </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 1</R>	<R>$ 162</R>
<R>2003</R>	<R>$ 3</R>	<R>$ 525</R>
<R>2002</R>	<R>$ 0</R>	<R>$ 19</R>
<R> VIP Asset Manager </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 911</R>	<R>$ 33,804</R>
<R>2003</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Asset Manager: Growth </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 171</R>	<R>$ 3,888</R>
<R>2003</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Contrafund </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 550</R>	<R>$ 864</R>
<R>2003</R>	<R>$ 922</R>	<R>$ 1,843</R>
<R>2002</R>	<R>$ 1,225</R>	<R>$ 997</R>
<R> VIP Dynamic Capital Appreciation </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 7</R>	<R>$ 216</R>
<R>2003</R>	<R>$ 6</R>	<R>$ 405</R>
<R>2002</R>	<R>$ 1</R>	<R>$ 19</R>
<R> VIP Equity Income </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 283</R>	<R>$ 351</R>
<R>2003</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Growth </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 291</R>	<R>$ 162</R>
<R>2003</R>	<R>$ 0</R>	<R>$ 0</R>
<R>2002</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Growth Stock </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 1</R>	<R>$ 27</R>
<R>2003</R>	<R>$ 1</R>	<R>$ 54</R>
<R>2002*</R>	<R>$ 0</R>	<R>$ 0</R>
<R> VIP Mid Cap </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 1,298</R>	<R>$ 5,265</R>
<R>2003</R>	<R>$ 755</R>	<R>$ 3,614</R>
<R>2002</R>	<R>$ 244</R>	<R>$ 151</R>
<R> VIP Value Strategies </R>	<R> </R>	<R> </R>
<R>2004</R>	<R>$ 140</R>	<R>$ 810</R>
<R>2003</R>	<R>$ 99</R>	<R>$ 3,064</R>
<R>2002**</R>	<R>$ 26</R>	<R>$ 0</R>

* VIP Growth Stock commenced operations on December 11, 2002.

** VIP Value Strategies commenced operations on February 20, 2002.

<R>Rajiv Kaul is the portfolio manager of VIP Aggressive Growth and receives compensation for his services. William Danoff is the portfolio manager of VIP Contrafund and receives compensation for his services. John Porter is the portfolio manager of VIP Dynamic Capital Appreciation and receives compensation for his services. Stephen Petersen is the manager of VIP Equity-Income and receives compensation for his services. Jennifer Uhrig is the portfolio manager of VIP Growth and receives compensation for her services. Louis Salemy is the portfolio manager of VIP Growth & Income and receives compensation for his services. Bettina Doulton is the portfolio manager of VIP Growth Opportunities and receives compensation for her services. Brian Hanson is the portfolio manager of VIP Growth Stock and receives compensation for his services. Tom Allen is the portfolio manager of VIP Mid Cap and receives compensation for his services. Steve Buller is the portfolio manager of VIP Real Estate and receives compensation for his services. Stephen DuFour is the portfolio manager of VIP Value and receives compensation for his services. Brian Hogan is the portfolio manager of VIP Value Leaders and receives compensation for his services. Harris Leviton is the portfolio manager of VIP Value Strategies and receives compensation for his services. As of December 31, 2004, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

<R>Each portfolio manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. A substantial portion of each portfolio manager's bonus for a fund is linked to his or her fund's pre-tax investment performance measured against a benchmark index (identified below for each fund) and his or her fund's pre-tax investment performance (based on the performance of the fund's Initial Class) within a peer group (identified below for each fund). Each portfolio manager's bonus is based on several components calculated separately over his or her tenure over multiple measurement periods that eventually encompass periods of up to five years. The primary components of each portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of a broad range of other FMR equity funds and accounts. A smaller, subjective component of each portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. Each portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services.</R>

<R>The following table provides each fund's benchmark index and peer group for portfolio manager compensation purposes:</R>

<R> Fund </R>	<R> Benchmark Index </R>	<R> Peer Group </R>
<R>Aggressive Growth</R>	<R>Russell Midcap Growth Index</R>	<R>Lipper Mid-Cap Growth Funds Classification </R>
<R>Contrafund</R>	<R>S&P 500 Index</R>	<R>Lipper Growth Objective (VIP) </R>
<R>Dynamic Capital Appreciation</R>	<R>S&P 500 Index</R>	<R>Lipper Capital Appreciation Objective (VIP)</R>
<R>Equity-Income</R>	<R>Russell 3000 Value Index</R>	<R>Lipper Equity Income Objective</R>
<R>Growth</R>	<R>Russell 3000 Growth Index</R>	<R>Lipper Growth Objective (VIP) </R>
<R>Growth & Income</R>	<R>S&P 500 Index</R>	<R>Lipper Growth & Income Objective (VIP)</R>
<R>Growth Opportunities</R>	<R>S&P 500 Index</R>	<R>Lipper Growth Objective (VIP) </R>
<R>Growth Stock</R>	<R>Russell 1000 Growth Index</R>	<R>Lipper Growth Objective (VIP)</R>
<R>Mid Cap</R>	<R>S&P MidCap 400 Index</R>	<R>Lipper Mid-Cap Objective (VIP)</R>
<R>Real Estate</R>	<R>DJW Real Estate Index (full cap)</R>	<R>Lipper Real Estate ex International Objective</R>
<R>Value</R>	<R>Russell 3000 Value Index</R>	<R>Lipper Equity Income Objective</R>
<R>Value Leaders</R>	<R>Russell 1000 Value Index</R>	<R>Lipper Large-Cap Value Funds Classification </R>
<R>Value Strategies</R>	<R>Russell Midcap Value Index</R>	<R>Lipper Mid-Cap Value Funds Classification (VIP)</R>

<R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for funds or accounts other than a fund may outperform the securities selected for the fund. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by each fund's code of ethics.</R>

The following table provides information relating to other accounts managed by Mr. Kaul as of December 31, 2004:

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>3</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>1</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 5,108</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>$ 5,054</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Aggressive Growth ($11 (in millions) assets managed).</R>

<R>As of December 31, 2004, the dollar range of shares of VIP Aggressive Growth beneficially owned by Mr. Kaul was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Danoff as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>3</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>1</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 58,401</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>$ 44,484</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Contrafund ($12,891 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Contrafund beneficially owned by Mr. Danoff was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Porter as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>1</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 314</R>	<R>$ 49</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Dynamic Capital Appreciation ($33 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Dynamic Capital Appreciation beneficially owned by Mr. Porter was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Petersen as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>3</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 61,601</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Equity-Income ($11,295 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Equity-Income beneficially owned by Mr. Petersen was $100,001 - $500,000.</R>

<R>The following table provides information relating to other accounts managed by Ms. Uhrig as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 20,043</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Growth ($9,951 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Growth beneficially owned by Ms. Uhrig was $50,001 - $100,000.</R>

<R>The following table provides information relating to other accounts managed by Mr. Salemy as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>5</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 5,714</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Balanced and VIP Growth & Income ($1,982 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Growth & Income beneficially owned by Mr. Salemy was none, and the dollar range of shares of VIP Balanced beneficially owned by Mr. Salemy was none.</R>

<R>The following table provides information relating to other accounts managed by Ms. Doulton as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>1</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 5,641</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>$ 4,907</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Growth Opportunities ($734 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Growth Opportunities beneficially owned by Ms. Doulton was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Hanson as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 30</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Growth Stock ($6 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Growth Stock beneficially owned by Mr. Hanson was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Allen as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>3</R>	<R>none</R>	<R>1</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 4,396</R>	<R>none</R>	<R>$ 164</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Mid Cap ($3,999 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Mid Cap beneficially owned by Mr. Allen was $10,001 - $50,000.</R>

<R>The following table provides information relating to other accounts managed by Mr. Buller as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>3</R>	<R>1</R>	<R>2</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 4,832</R>	<R>$ 341</R>	<R>$ 218</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Real Estate ($153 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Real Estate beneficially owned by Mr. Buller was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. DuFour as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>5</R>	<R>1</R>	<R>2</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 14,216</R>	<R>$ 720</R>	<R>$ 159</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Value ($5 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Value beneficially owned by Mr. DuFour was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Hogan as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>5</R>	<R>2</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>1</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 817</R>	<R>$ 952</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>$ 106</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Value Leaders ($6 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Value Leaders beneficially owned by Mr. Hogan was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Leviton as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>none</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 2,818</R>	<R>none</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Value Strategies ($535 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Value Strategies beneficially owned by Mr. Leviton was none.</R>

<R>Richard Habermann and Ford O'Neil are the lead co-managers of VIP Asset Manager and VIP Asset Manager: Growth and receive compensation for their services. Mr. O'Neil is also a co-manager of each fund and receives compensation for managing the bond asset class of each fund. Charles Mangum (equity), Matthew Conti and Harley Lank (high income), and Kim Miller (money market) are also co-managers of each fund and manage the equity, high income, and money market asset classes of VIP Asset Manager and VIP Asset Manager: Growth, respectively, and receive compensation for their services as described below. The high income asset class of each fund is invested in High Income Central Investment Portfolio (CIP) and may also be invested in the Floating Rate High Income Central Investment Portfolio (CIP), and the money market asset class of each fund is invested in Money Market Central Fund (Central Fund). The CIPs and the Central Fund are separate funds managed by FMRC and FIMM, affiliates of FMR Co. Because the lead co-managers have allocated one or more asset classes of each fund to a CIP or Central Fund, the portfolio managers of the CIPs and Central Funds are listed as co-manager of VIP Asset Manager and VIP Asset Manager: Growth. Mr. Conti is the portfolio manager of High Income CIP. Mr. Lank is the portfolio manager of the Floating Rate High Income CIP. Mr. Miller is the portfolio manager of Money Market Central Fund. As of December 31, 2004, portfolio manager compensation generally consists of a base salary, a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

<R>Each lead co-manager's and co-manager's base salary is determined annually by level of responsibility and tenure at FMR or its affiliates.</R>

<R>Mr. Habermann's bonus as lead co-manager of each fund is based on the investment performance of the asset allocation group of funds (which includes the performance of VIP Asset Manager and VIP Asset Manager: Growth) and a broad range of other FMR equity funds and accounts. An additional component of Mr. Habermann's bonus is based on the lead co-manager's overall contribution to management of FMR. Mr. O'Neil's bonus as a lead co-manager of each fund is based primarily on how he allocates a fund's assets among the stock, bond, high income and money market asset classes, which are represented by the components of the VIP Asset Manager Composite Index and the VIP Asset Manager: Growth Composite Index adjusted for portfolio manager compensation. The components of the VIP Asset Manager Composite Index and their relative weightings in the fund's neutral mix adjusted for portfolio manager compensation are 50% S&P 500; 35% Lehman Brothers Aggregate Bond; 5% Merrill Lynch High Yield Master II; and 10% Lehman Brothers 3 Month US T-Bill. The components of the VIP Asset Manager: Growth Composite Index and their relative weightings in the fund's neutral mix are: 70% S&P 500; 18% Lehman Brothers Aggregate Bond Index; 7% Merrill Lynch High Yield Master II and 5% Lehman Brothers 3-Month Treasury Bill Index. Mr. O'Neil's bonus as a lead co-manager of each fund is based on the percentage of each fund actually invested in each asset class. The percentage overweight or percentage underweight in each asset class relative to the neutral mix is multiplied by the performance of the index that represents that asset class over the measurement period, resulting in a positive or negative impact score. Mr. O'Neil receives a monthly impact score for each month of his tenure as a lead co-manager on a fund. The bonus is based on the aggregate impact scores for applicable annual periods eventually encompassing periods of up to five years. Mr. O'Neil is not compensated based on the investment performance of the assets allocated to the other co-managers as a lead co-manager of each fund. A smaller, subjective component of Mr. O'Neil's bonus is based on the lead co-manager's overall contribution to management of FMR. Each lead co-manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services.</R>

<R>Mr. Mangum's bonus as a co-manager of each fund is based on several components calculated separately over his tenure over a measurement period that eventually encompasses periods of up to five years. A substantial portion of the co-manager's bonus for a fund is linked to the pre-tax investment performance of a fund's assets allocated to the equity asset class measured against the S&P 500 Index and the pre-tax investment performance of the equity asset class within the Lipper Growth Objective. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of a broad range of other FMR equity funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR. </R>

<R>Mr. O'Neil's bonus as a co-manager of each fund is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to three years. A substantial portion of the co-manager's bonus for a fund is linked to the pre-tax investment performance of a fund's assets allocated to the bond asset class measured against the Lehman Brothers Aggregate Bond Index. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable bond funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR.</R>

<R>The CIP and Central Fund portfolio managers are compensated for the management of the CIP and Central Fund, and are not separately compensated for their services to the VIP Asset Manager and VIP Asset Manager: Growth funds. </R>

<R>The investment results of the portion of the funds' assets invested in the High Income CIP will be based on the investment results of the CIP. As portfolio manager of the High Income CIP, Mr. Conti's bonus is linked to the CIP's pre-tax investment performance measured against the Merrill Lynch U.S. High Yield Master II Index and the pre-tax investment performance of the CIP within the Lipper High Current Yield Objective. The investment results of the portion of the funds' assets invested in Floating Rate CIP will be based on the investment results of the CIP. As portfolio manager of the High Income CIP, Mr. Lank's bonus is linked to the CIP's pre-tax investment performance measured against the CSFB Leveraged Loan Index and the pre-tax investment performance of the CIP within the Lipper Loan Participation Objective. The co-manager's bonus is based on several components calculated separately over his tenure over multiple measurement periods that eventually encompass periods of up to five years. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR high yield funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR. </R>

The investment results of the portion of the fund's assets invested in Fidelity Money Market Central Fund will be based on the investment results of the Central Fund. A substantial portion of the co-manager's bonus is linked to Fidelity Money Market Central Fund's pre-tax investment performance measured against a customized peer group of money market funds determined by FMR. The co-manager's bonus is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to three years. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to the customized peer group as defined by FMR and (ii) the investment performance of other FMR taxable money market funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR.

Each co-manager is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services.

<R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio . The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for funds or accounts other than a fund may outperform the securities selected for the fund. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by each fund's code of ethics.</R>

The following table provides information relating to other accounts managed by Mr. Habermann as of December 31, 2004:

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>8</R>	<R>none</R>	<R>10</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 19,936</R>	<R>none</R>	<R>$ 12,240</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Asset Manager and VIP Asset Manager: Growth ($3,142 (in millions) assets managed).</R>

<R>As of December 31, 2004, the dollar range of shares of VIP Asset Manager beneficially owned by Mr. Habermann was none and the dollar range of shares of VIP Asset Manager: Growth beneficially owned by Mr. Habermann was none. </R>

<R>The following table provides information relating to other accounts managed by Mr. O'Neil as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>7</R>	<R>5</R>	<R>7</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 18,929</R>	<R>$ 3,304</R>	<R>$ 1,086</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced and VIP Investment Grade Bond ($5,103 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Asset Manager beneficially owned by Mr. O'Neil was none, the dollar range of shares of VIP Asset Manager: Growth beneficially owned by Mr. O'Neil was none, the dollar range of shares of VIP Balanced beneficially owned by Mr. O'Neil was none, and the dollar range of shares of VIP Investment Grade Bond owned by Mr. O'Neil was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Mangum as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>4</R>	<R>none</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>1</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 24,640</R>	<R>$ 9,119</R>	<R>none</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>$ 19,422</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Asset Manager and Asset Manager: Growth ($3,142 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Asset Manager beneficially owned by Mr. Mangum was none, and the dollar range of shares of VIP Asset Manager: Growth beneficially owned by Mr. Mangum was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Conti as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>4</R>	<R>2</R>	<R>5</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 3,475</R>	<R>$ 1,089</R>	<R>$ 1,228</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP High Income ($1,844 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP High Income beneficially owned by Mr. Conti was none.</R>

<R>The following table provides information relating to other accounts managed by Mr. Miller as of December 31, 2004:</R>

	<R>Registered Investment Companies </R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>none</R>	<R>8</R>	<R>1</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>none</R>	<R>$ 27,548</R>	<R>$ 2,165</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>As of December 31, 2004, the dollar range of shares of VIP Asset Manager beneficially owned by Mr. Miller was none, and the dollar range of shares of VIP Asset Manager: Growth beneficially owned by Mr. Miller was none.</R>

<R>William Eigen is the lead manager of VIP Strategic Income and receives compensation for his services. Mark Notkin and Harley Lank (high income), George Fischer (U.S. government bonds), Jonathan Kelly (emerging market debt), and Andy Weir (developing country bonds) are co-managers of the fund and manage the high income, U.S. government bonds, emerging market debt, and developing country bond asset classes of VIP Strategic Income, respectively. Mr. Notkin, Mr. Fischer, Mr. Kelly and Mr. Weir receive compensation for their services as co-managers of the fund as described below. The high income asset class of each fund may also be invested in the Floating Rate High Income Central Investment Portfolio (CIP). The CIP is a separate fund managed by FMRC, an affiliate of FMR Co. Because the lead manager has allocated one or more asset classes of the fund to a CIP, the portfolio manager of the CIP is listed as a co-manager of VIP Strategic Income. Mr. Lank is the portfolio manager of the Floating Rate High Income CIP. As of December 31, 2004, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

<R>The lead co-manager's and each co-manager's base salary is determined annually by level of responsibility and tenure at FMR or its affiliates.</R>

<R>Mr. Eigen's bonus as lead manager is based on how he allocates a fund's assets among the high income, US government bond, emerging market debt, and developing country bond asset classes of the fund, which are represented by the components of the VIP Strategic Income Composite Index. The components of the VIP Strategic Income Composite and their relative weightings in the fund's neutral mix are 40% Merrill Lynch High Yield Master II Index, 30% Lehman Brothers Government Bond Index, 15% JP Morgan Emerging Markets Bond Index Global, and 15% Citigroup Non-U.S. G-7 Index. As lead manager, his bonus is based on the percentage of each fund actually invested in each asset class. The percentage overweight or percentage underweight in each asset class relative to the neutral mix is multiplied by the performance of the index that represents that asset class over the measurement period, resulting in a positive or negative impact score. The lead manager receives a monthly impact score for each month of his tenure as a lead manager on a fund. The bonus is based on the aggregate impact scores for applicable annual periods eventually encompassing periods of up to five years. The lead manager's bonus is also based on the performance of the fund against a Median Index Peer Group which consists of the median score of the following Morningstar fund categories and the relative weightings of each category: Corporate High Yield (40%); Intermediate Government Bonds (30%); World Bond (15%) and Emerging Markets Bond (15%) over multiple measurement periods eventually encompassing up to five years. A subjective component of the lead manager's bonus is based on the lead manager's overall contribution to management of FMR. The lead manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services.</R>

<R>Mr. Notkin's bonus as a co-manager of the fund is based on several components calculated separately over his tenure over a measurement period that eventually encompasses periods of up to five years. A substantial portion of the co-manager's bonus for the fund is lined to the pre-tax investment performance of a fund's assets allocated to the high income asset class measured against the Merrill Lynch High Yield Master II Index and the pre-tax investment performance of the high income asset class within the Lipper High Current Yield Objective. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of a broad range of other FMR equity funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR.</R>

<R>Mr. Fischer's bonus as a co-manager of the fund is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to three years. A substantial portion of the co-manager's bonus for the fund is lined to the pre-tax investment performance of a fund's assets allocated to the U.S. Government bond asset class measured against the Lehman Brothers US Government Bond Index. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable bond funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR. </R>

<R>Mr. Kelly's bonus as a co-manager of the fund is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to five years. A substantial portion of the co-manager's bonus for the fund is linked to the pre-tax investment performance of a fund's assets allocated to the emerging market debt asset class measured against the JP Morgan Emerging Markets Bond Index Global. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable bond funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR. </R>

<R>Mr. Weir is an employee of Fidelity International Investment Advisers Ltd (FIIAL), a subsidiary of Fidelity International Ltd (FIL), a sub-adviser to the fund and an affiliate of FMR, and his bonus as a co-manager of the fund is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to three years. A substantial portion of the co-manager's bonus for the fund is linked to the pre-tax investment performance of a fund's assets allocated to the developing country bond asset class measured against the Citigroup Non-U.S. G-7 Index. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other fixed income funds and accounts managed by the sub-adviser and its affiliates. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FIL.</R>

<R>Mr. Lank, the portfolio manager of the Floating Rate High Income CIP, is compensated for his services to the CIP and is not separately compensated for his services to VIP Strategic Income Fund. The investment results of the portion of the funds' assets invested in Floating Rate CIP will be based on the investment results of the CIP. As portfolio manager of the High Income CIP, Mr. Lank's bonus is linked to the CIP's pre-tax investment performance measured against the CSFB Leveraged Loan Index and the pre-tax investment performance of the CIP within the Lipper Loan Participation Objective. The co-manager's bonus is based on several components calculated separately over his tenure over multiple measurement periods that eventually encompass periods of up to five years. The primary components of the co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR high yield funds and accounts. A smaller, subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR. </R>

<R>Each co-manager (except for employees of FIL) is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services. Employees of FIL are compensated under equity compensation plans linked to increases or decreases in the net asset value of the stock of FIL.</R>

<R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio . The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for funds or accounts other than a fund may outperform the securities selected for the fund. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by each fund's code of ethics.</R>

<R>The following table provides information relating to other accounts managed by Mr. Eigen as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>5</R>	<R>none</R>	<R>3</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 7,011</R>	<R>none</R>	<R>$ 149</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Strategic Income ($101 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Strategic Income beneficially owned by Mr. Eigen was none. </R>

<R>The following table provides information relating to other accounts managed by Mr. Notkin as of December 31, 2004:</R>

	<R>Registered Investment Companies </R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>2</R>	<R>3</R>	<R>2</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>1</R>
<R>Assets Managed (in millions)</R>	<R>$ 5,013</R>	<R>$ 2,440</R>	<R>$ 467</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>$ 315</R>

<R>* Includes VIP Strategic Income ($101 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Strategic Income beneficially owned by Mr. Notkin was none. </R>

<R>The following table provides information relating to other accounts managed by Mr. Fischer as of December 31, 2004:</R>

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>7</R>	<R>5</R>	<R>4</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 9,625</R>	<R>$ 10,220</R>	<R>$ 1,327</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Strategic Income ($101 (in millions) assets managed). </R>

As of December 31, 2004, the dollar range of shares of VIP Strategic Income beneficially owned by Mr. Fischer was none.

The following table provides information relating to other accounts managed by Mr. Weir as of December 31, 2004:

	<R>Registered Investment Companies *</R>	<R>Other Pooled Investment Vehicles </R>	<R>Other Accounts </R>
<R>Number of Accounts Managed</R>	<R>1</R>	<R>4</R>	<R>4</R>
<R>Number of Accounts Managed with Performance-Based Advisory Fees</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Assets Managed (in millions)</R>	<R>$ 101</R>	<R>$ 977</R>	<R>$ 986</R>
<R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>	<R>none</R>	<R>none</R>	<R>none</R>

<R>* Includes VIP Strategic Income ($101 (in millions) assets managed). </R>

<R>As of December 31, 2004, the dollar range of shares of VIP Strategic Income beneficially owned by Mr. Weir was none.</R>

<R>Louis Salemy is the lead manager of VIP Balanced and receives compensation for his services. Mr. Salemy is also a co-manager of the fund and receives compensation for managing the equity investments of the fund. Ford O'Neil is a co-manager of VIP Balanced and receives compensation for managing the bond investments of the fund. As of December 31, 2004, portfolio manager compensation generally consists of a base salary, a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

<R>The lead manager's and each co-manager's base salary is determined annually by level of responsibility and tenure at FMR or its affiliates. </R>

<R>A portion of the lead manager's bonus is based on the fund's pre-tax investment performance (based on the performance of its Initial Class) within the Lipper VIP Balanced Objective. A portion of the equity co-manager's bonus is based pre-tax investment performance on the equity investments of the fund measured against the S&P 500 Index. The lead manager's and equity co-manager's bonus is based on several components calculated separately over his tenure over multiple measurement periods that eventually encompass periods of up to five years. The primary components of the lead manager and equity co-manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of a broad range of other FMR equity funds and accounts. A subjective component of the bonus is based on the lead manager and co-manager's overall contribution to management of FMR. </R>

<R>A portion of the bond co-manager's bonus is linked to the pre-tax investment performance of the bond investments of the fund measured against the Lehman Brothers Aggregate Bond Index. The bond co-manager's bonus is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to three years. The primary components of the bond co-manager's bonus are based on (i) the pre-tax investment performance of the co-manager's fund(s) and account(s) relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable bond funds and accounts. A subjective component of the co-manager's bonus is based on the co-manager's overall contribution to management of FMR. </R>

<R>Each co-manager is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services.</R>

<R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio . The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the fund. Securities selected for funds or accounts other than the fund may outperform the securities selected for the fund. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by each fund's code of ethics.</R>

<R>Matthew Conti is the portfolio manager of VIP High Income and receives compensation for his services. As of December 31, 2004, portfolio manager compensation generally consists of a base salary, a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of the portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

<R>A portion of the portfolio manager's bonus is linked to the fund's pre-tax investment performance measured against the Merrill Lynch U.S. High Yield Master II Index and the fund's pre-tax investment performance (based on the performance of its Initial Class) within the Lipper High Current Yield (VIP) Objective. The portfolio manager's bonus is based on several components calculated separately over his tenure over multiple measurement periods that eventually encompass periods of up to five years. The primary components of the portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) relative to a defined peer group and relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR high yield funds and accounts. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage and employer administrative services.</R>

<R>The portfolio manager's compensation plan may give rise to potential conflicts of interest. The portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio . The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR.The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the fund. Securities selected for funds or accounts other than the fund may outperform the securities selected for the fund. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by each fund's code of ethics.</R>

<R>Ford O'Neil is the portfolio manager of VIP Investment Grade Bond and receives compensation for his services. As of December 31, 2004, portfolio manager compensation generally consists of a base salary, a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of the portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

<R>The portfolio manager's base salary is determined annually by level of responsibility and tenure at FMR or its affiliates. The portion of the portfolio manager's bonus that is linked to the fund's pre-tax investment performance is measured against the Lehman Brothers Aggregate Bond Index. The portfolio manager's bonus is based on several components calculated separately over his tenure over a measurement period that eventually encompasses a period of up to three years. The primary components of the portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) relative to a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable bond funds and accounts. A subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services.</R>

<R>The portfolio manager's compensation plan may give rise to potential conflicts of interest. The portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio . The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the fund. Securities selected for funds or accounts other than the fund may outperform the securities selected for the fund. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by each fund's code of ethics.</R>

BOARD APPROVAL OF THE EXISTING INVESTMENT ADVISORY CONTRACTS

Matters Considered by the Board. The mutual funds for which the members of the Board of Trustees serve as Trustees are referred to herein as the "Fidelity funds." The Board of Trustees is scheduled to meet 11 times a year. The Board of Trustees, including the Independent Trustees, believes that matters bearing on each fund's advisory contracts are considered at most, if not all, of its meetings. While the full Board of Trustees or the Independent Trustees, as appropriate, act on all major matters, a significant portion of the activities of the Board of Trustees (including certain of those described herein) is conducted through committees. The Independent Trustees meet frequently in executive session and are advised by independent legal counsel selected by the Independent Trustees.

<R> Information Received by the Board of Trustees. In connection with their meetings, the Board of Trustees, including the Independent Trustees, received materials specifically relating to the existing management contracts, and sub-advisory agreements (the Investment Advisory Contracts). These materials included (i) information on the investment performance of each fund, a peer group of funds and an appropriate index or combination of indices, (ii) sales and redemption data in respect of each fund, and (iii) the economic outlook and the general investment outlook in the markets in which each fund invests. The Board of Trustees, including the Independent Trustees, also considers periodically other material facts such as (1) the Investment Advisers' results and financial condition, (2) arrangements in respect of the distribution of each fund's shares, (3) the procedures employed to determine the value of each fund's assets, (4) the allocation of each fund's brokerage, if any, including allocations to brokers affiliated with the Investment Advisers, the use of "soft" commission dollars to pay for research and brokerage services, and the use of brokerage commissions to pay fund expenses, (5) the Investment Advisers' management of the relationships with each fund's custodians and subcustodians, (6) the resources devoted to and the record of compliance with each fund's investment policies and restrictions and with policies on personal securities transactions, and (7) the nature, cost and character of non-investment management services provided by the Investment Advisers and their affiliates.</R>

Additional information was furnished by the Investment Advisers including, among other items, information on and analysis of (a) the overall organization of the Investment Advisers, (b) investment performance, (c) the impact of performance adjustments to management fees, (d) the choice of performance indices and benchmarks, (e) the composition of peer groups of funds, (f) transfer agency and bookkeeping fees paid to affiliates of the Investment Advisers, (g) investment management staffing, (h) the potential for achieving further economies of scale, (i) operating expenses paid to third parties, and (j) the information furnished to investors, including each fund's shareholders.

<R>In considering the Investment Advisory Contracts, the Board of Trustees, including the Independent Trustees, did not identify any single factor as all-important or controlling, and the following summary does not detail all the matters considered. Matters considered by the Board of Trustees, including the Independent Trustees, in connection with its approval of the Investment Advisory Contracts include the following:</R>

<R> Benefits to Shareholders. The Board of Trustees, including the Independent Trustees, considered the benefit to shareholders of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of fund and shareholder services.</R>

<R> Investment Compliance and Performance. The Board of Trustees, including the Independent Trustees, considered whether each fund has operated within its investment objective and its record of compliance with its investment restrictions. It also reviewed each fund's investment performance as well as the performance of a peer group of mutual funds, and the performance of an appropriate index or combination of indices.</R>

<R> The Investment Advisers' Personnel and Methods. The Board of Trustees, including the Independent Trustees, reviews at least annually the background of each fund's portfolio manager and each fund's investment objective and discipline. The Independent Trustees have also had discussions with senior management of the Investment Advisers responsible for investment operations and the senior management of Fidelity's equity, and bond groups. Among other things they considered the size, education and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training and retaining portfolio managers and other research, advisory and management personnel.</R>

<R> Nature and Quality of Other Services. The Board of Trustees, including the Independent Trustees, considered the nature, quality, cost and extent of administrative and shareholder services performed by the Investment Advisers and affiliated companies, under the existing Investment Advisory Contracts and under separate agreements covering transfer agency functions and pricing, bookkeeping and securities lending services, if any. The Board of Trustees, including the Independent Trustees, has also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.</R>

<R> Expenses. The Board of Trustees, including the Independent Trustees, considered each fund's expense ratio, and expense ratios of a peer group of funds. It also considered the amount and nature of fees paid by shareholders.</R>

<R> Profitability. The Board of Trustees, including the Independent Trustees, considered the level of the Investment Advisers' profits in respect of the management of the Fidelity funds, including each fund. This consideration included an extensive review of the Investment Advisers' methodology in allocating their costs to the management of a fund. The Board of Trustees, including the Independent Trustees, has concluded that the cost allocation methodology employed by the Investment Advisers has a reasonable basis and is appropriate in light of all of the circumstances. It considered the profits realized by the Investment Advisers in connection with the operation of a fund and whether the amount of profit is a fair entrepreneurial profit for the management of a fund. It also considered the profits realized from non-fund businesses which may benefit from or be related to a fund's business. The Board of Trustees, including the Independent Trustees, also considered the Investment Advisers' profit margins in comparison with available industry data.</R>

<R> Economies of Scale. The Board of Trustees, including the Independent Trustees, considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefitted from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board of Trustees, including the Independent Trustees, has concluded that any potential economies of scale are being shared between fund shareholders and the Investment Advisers in an appropriate manner.</R>

<R> Other Benefits to the Investment Advisers. The Board of Trustees, including the Independent Trustees, also considered the character and amount of fees paid by each fund and each fund's shareholders for services provided by the Investment Advisers and their affiliates, including fees for services like transfer agency, fund accounting, and direct shareholder services. It also considered the allocation of fund brokerage to brokers affiliated with the Investment Advisers, the receipt of sales loads and payments under Rule 12b-1 plans in respect of certain of the Fidelity funds, and benefits to the Investment Advisers from the use of "soft" commission dollars to pay for research and brokerage services. The Board of Trustees, including the Independent Trustees, also considered the revenues and profitability of the Investment Advisers' businesses other than their mutual fund business, including the Investment Advisers' retail brokerage, correspondent brokerage, capital markets, trust, investment advisory, pension record keeping, insurance, publishing, real estate, international research and investment funds, and others. The Board of Trustees, including the Independent Trustees, considered the intangible benefits that accrue to the Investment Advisers and their affiliates by virtue of their relationship with each fund.</R>

<R> Conclusion. Based on its evaluation of all material factors and assisted by the advice of independent counsel, the Board of Trustees, including the Independent Trustees, concluded that the existing advisory fee structures are fair and reasonable, and that the existing Investment Advisory Contracts should be approved.</R>

PROXY VOTING GUIDELINES

<R>The following Proxy Voting Guidelines were established by the Board of Trustees of the funds, after consultation with Fidelity. (The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to change.)</R>

I. General Principles

A. Except as set forth herein, FMR will generally vote in favor of routine management proposals. FMR will generally oppose shareholder proposals that do not appear reasonably likely to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.

B. Non-routine proposals will generally be voted in accordance with the guidelines.

C. Non-routine proposals not covered by the following guidelines or other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by the General Counsel or Compliance Officer of FMR or the General Counsel of FMR Corp. A significant pattern of such proposals or other special circumstances will be referred to the Operations Committee or its designee.

D. Voting of shares will be conducted in a manner consistent with the best interests of mutual fund shareholders as follows: (i) securities of a portfolio company will generally be voted in a manner consistent with the Proxy Voting Guidelines; and (ii) voting will be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.

E. The FMR Investment & Advisor Compliance Department votes proxies. In the event an Investment & Advisor Compliance employee has a personal conflict with a portfolio company or an employee or director of a portfolio company, that employee will withdraw from making any proxy voting decisions with respect to that portfolio company. A conflict of interest arises when there are factors that may prompt one to question whether a Fidelity employee is acting solely in the best interests of Fidelity and its customers. Employees are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests of Fidelity and its customers.

II. Definitions (as used in this document)

A. Large capitalization company - a company included in the Russell 1000 stock index.

B. Small capitalization company - a company not included in the Russell 1000 stock index.

C. Anti-takeover plan - includes fair price amendments; classified boards; "blank check" preferred stock; golden and tin parachutes; supermajority provisions; poison pills; and any other plan that eliminates or limits shareholder rights.

D. Poison Pill Plan - a strategy employed by a potential take-over/target company to make its stock less attractive to an acquirer. Such plans are generally designed to dilute the acquirer's ownership and value in the event of a take-over.

E. Golden parachute - accelerated options and/or employment contracts for officers and directors that will result in a lump sum payment of more than three times annual compensation (salary and bonus) in the event of termination following a change in control.

F. Tin parachute - accelerated options and/or employment contracts for employees beyond officers and directors that will result in a lump sum payment in the event of termination.

G. Sunset provision - a condition in a charter or plan that specifies an expiration date.

H. Greenmail - payment of a premium to a raider trying to take over a company through a proxy contest or other means.

III. Directors

A. Incumbent Directors

FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority on the election of directors if:

1. An anti-takeover provision was introduced, an anti-takeover provision was extended, or a new anti-takeover provision was adopted upon the expiration of an existing anti-takeover provision, without shareholder approval except as set forth below.

With respect to poison pills, FMR will consider not withholding authority on the election of directors if all of the following conditions are met when a poison pill is introduced, extended, or adopted:

a. The poison pill includes a sunset provision of less than 5 years;

b. The poison pill is linked to a business strategy that will result in greater value for the shareholders; and

c. Shareholder approval is required to reinstate the poison pill upon expiration.

FMR will also not consider withholding authority on the election of directors when one or more of the conditions above are not met if the board is willing to strongly consider seeking shareholder ratification of, or adding a sunset provision meeting the above conditions to, an existing poison pill. In such a case, if the company does not take appropriate action prior to the next annual shareholder meeting, FMR will withhold authority on the election of directors.

2. The company refuses, upon request by FMR, to amend a Poison Pill Plan to allow Fidelity to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities.

3. Within the last year and without shareholder approval, the company's board of directors or compensation committee has repriced outstanding options held by officers and directors which, together with all other options repriced under the same stock option plan (whether held by officers, directors, or other employees) exceed 5% (for a large capitalization company) or 10% (for a small capitalization company) of the shares authorized for grant under the plan.

4. The company failed to act in the best interests of shareholders when approving executive compensation, taking into account such factors as: (i) whether the company used an independent compensation committee; and (ii) whether the compensation committee engaged independent compensation consultants.

B. Indemnification

FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of Directors and/or limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the proposal is accompanied by anti-takeover measures.

C. Independent Chairperson

FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and to promote effective oversight of management by the board of directors.

IV. Compensation

A. Equity Award Plans (including stock options, restricted stock awards, and other stock awards)

FMR will generally vote against Equity Award Plans or amendments to authorize additional shares under such plans if:

1. (a) The dilution effect of the shares authorized under the plan, plus the shares reserved for issuance pursuant to all other stock plans, is greater than 10% (for large capitalization companies) or 15% (for small capitalization companies) and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the level of dilution in the Plan or the amendments is acceptable.

2. In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the Board/Committee has repriced options outstanding under the plan in the past 2 years.

However, option repricing may be acceptable if all of the following conditions, as specified by the plan's express terms or board resolution, are met:

a. The repricing is rarely used and, when used, is authorized by a compensation committee composed entirely of independent directors to fulfill a legitimate corporate purpose such as retention of a key employee;

b. The repricing is limited to no more than 5% (large capitalization company) or 10% (small capitalization company) of the shares currently authorized for grant under the plan.

3. The Board may materially alter the plan without shareholder approval, including by increasing the benefits accrued to participants under the plan; increasing the number of securities which may be issued under the plan; modifying the requirements for participation in the plan; or including a provision allowing the Board to lapse or waive restrictions at its discretion.

4. The granting of awards to non-employee directors is subject to management discretion.

5. In the case of stock awards, the restriction period, or holding period after exercise, is less than 3 years for non-performance-based awards, and less than 1 year for performance-based awards.

FMR will consider approving an Equity Award Plan or an amendment to authorize additional shares under such plan if, without complying with guidelines 2(a), 3, and 4 immediately above, the following two conditions are met:

1. The shares are granted by a compensation committee composed entirely of independent directors; and

2. The shares are limited to 5% (large capitalization company) and 10% (small capitalization company) of the shares authorized for grant under the plan.

B. Equity Exchanges and Repricing

FMR will generally vote in favor of a management proposal to exchange shares or reprice outstanding options if the proposed exchange or repricing is consistent with the interests of shareholders, taking into account such factors as:

1. Whether the proposal excludes senior management and directors;

2. Whether the equity proposed to be exchanged or repriced exceeded FMR's dilution thresholds when initially granted;

3. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;

4. The company's relative performance compared to other companies within the relevant industry or industries;

5. Economic and other conditions affecting the relevant industry or industries in which the company competes; and

6. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with the interests of shareholders.

C. Employee Stock Purchase Plans

FMR will generally vote against employee stock purchase plans if the plan violates any of the criteria in section IV(A) above, except that the minimum stock purchase price may be equal to or greater than 85% of the stock's fair market value if the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.

D. Employee Stock Ownership Plans (ESOPs)

FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change in control.

E. Executive Compensation

FMR will generally vote against management proposals on stock-based compensation plans or other compensation plans if such proposals are inconsistent with the interests of shareholders, taking into account such factors as: (i) whether the company has an independent compensation committee; and (ii) whether the compensation committee has authority to engage independent compensation consultants.

V. Anti-Takeover Plans

FMR will generally vote against a proposal to adopt or approve the adoption of an anti-takeover plan unless:

A. The proposal requires that shareholders be given the opportunity to vote on the adoption of anti-takeover provision amendments.

B. The anti-takeover plan includes the following:

1. the board has adopted an anti-takeover plan with a sunset provision of no greater than 5 years;

2. the anti-takeover plan is linked to a business strategy that is expected to result in greater value for the shareholders;

3. shareholder approval is required to reinstate the anti-takeover plan upon expiration;

4. the anti-takeover plan contains a provision suspending its application, by shareholder referendum, in the event a potential acquirer announces a bona fide offer, made for all outstanding shares; and

5. the anti-takeover plan allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities.

C. It is an anti-greenmail proposal that does not include other anti-takeover provisions.

D. It is a fair price amendment that considers a two-year price history or less.

FMR will generally vote in favor of proposals to eliminate anti-takeover plans. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to vote for the election of directors.

VI. Capital Structure/Incorporation

A. Increases in Common Stock

FMR will generally vote against a provision to increase a Company's common stock if such increase is greater than 3 times outstanding and scheduled to be issued shares, including stock options, except in the case of real estate investment trusts, where an increase of up to 5 times is generally acceptable.

B. New Classes of Shares

FMR will generally vote against the introduction of new classes of stock with differential voting rights.

C. Cumulative Voting Rights

FMR will generally vote in favor of introduction and against elimination of cumulative voting rights where this is determined to enhance portfolio interests of minority shareholders.

D. Acquisition or Business Combination Statutes

FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that enable the company to opt out of the control shares acquisition or business combination statutes.

E. Incorporation or Reincorporation in Another State or Country

FMR will generally vote against shareholder proposals calling for or recommending that a portfolio company reincorporate in the United States and vote in favor of management proposals to reincorporate in a jurisdiction outside the United States if (i) it is lawful under United States, state and other applicable law for the company to be incorporated under the laws of the relevant foreign jurisdiction and to conduct its business and (ii) reincorporating or maintaining a domicile in the United States would likely give rise to adverse tax or other economic consequences detrimental to the interests of the company and its shareholders. However, FMR will consider supporting such shareholder proposals and opposing such management proposals in limited cases if, based upon particular facts and circumstances, reincorporating in or maintaining a domicile in the relevant foreign jurisdiction gives rise to significant risks or other potential adverse consequences that appear reasonably likely to be detrimental to the interests of the company or its shareholders.

VII. Auditors

A. FMR will generally vote against shareholder proposals calling for or recommending periodic rotation of a portfolio company's auditor. FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, a company's board of directors and audit committee clearly appear to have failed to exercise reasonable business judgment in the selection of the company's auditor.

B. FMR will generally vote against shareholder proposals calling for or recommending the prohibition or limitation of the performance of non-audit services by a portfolio company's auditor. FMR will also generally vote against shareholder proposals calling for or recommending removal of a company's auditor due to, among other reasons, the performance of non-audit work by the auditor. FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, a company's board of directors and audit committee clearly appear to have failed to exercise reasonable business judgment in the oversight of the performance of the auditor of audit or non-audit services for the company.

VIII. Other

A. Voting Process

FMR will generally vote in favor of proposals to adopt Confidential Voting and Independent Vote Tabulation practices.

B. Regulated Industries

Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a determination under applicable law (e.g. federal banking law) that no Fund or group of Funds has acquired control of such organization.

To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 82 Devonshire Street, Boston, Massachusetts 02109. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the funds, which are continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by FMR.

The Trustees have approved Distribution and Service Plans on behalf of Investor Class of each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plans, as approved by the Trustees, allow Investor Class and FMR to incur certain expenses that might be considered to constitute direct or indirect payment by the funds of distribution expenses. The Rule 12b-1 plan adopted for Investor Class is described in the prospectus for Investor Class.

Under each Investor Class Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. Each Investor Class Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Investor Class shares and/or support services that benefit variable product owners. In addition, each Investor Class Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries, primarily insurance companies or their affiliated broker-dealers or other service-providers, that provide those services. Currently, the Board of Trustees has authorized such payments for Investor Class shares.

Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the applicable class of the fund and variable product owners. In particular, the Trustees noted that each Investor Class Plan does not authorize payments by Investor Class of the fund other than those made to FMR under its management contract with the fund. To the extent that each Plan gives FMR and FDC greater flexibility in connection with the distribution of class shares, additional sales of class shares or stabilization of cash flows may result. Furthermore, certain support services that benefit variable product owners may be provided more effectively under the Plans by insurance companies and their affiliates with whom variable product owners have other relationships.

Each fund may execute portfolio transactions with, and purchase securities issued by, depository institutions that receive payments under the Plans. No preference for the instruments of such depository institutions will be shown in the selection of investments.

<R>FDC or an affiliate may compensate intermediaries (primarily insurance companies or their affiliated broker-dealers or other service-providers) that distribute and/or service the funds. A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sale of shares, the placing of the funds on a preferred or recommended fund list, access to an intermediary's personnel, and other factors. The total amount paid to intermediaries in the aggregate currently will not exceed 0.10% of the total assets of all VIP Funds on an annual basis. In addition to such payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediaries' personnel, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging, entertainment and meals. FDC anticipates that payments will be made to over a hundred intermediaries, including some of the largest broker-dealers and other financial firms, and these payments may be significant to the intermediaries. As permitted by SEC and National Association of Securities Dealers rules and other applicable laws and regulations, FDC or an affiliate may pay or allow other incentives or payments to intermediaries.</R>

<R>These additional payments and expenses, which are sometimes referred to as "revenue sharing," may represent a premium over payments made by other fund families, and investment professionals may have an added incentive to sell or recommend a fund or a share class over others offered by competing fund families.</R>

<R>The funds' transfer agent or an affiliate may also make payments and reimbursements from their own resources to certain intermediaries for performing recordkeeping and other services. Please see "Transfer and Service Agent Agreements" in this SAI for more information.</R>

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Co., Inc. (FIIOC), an affiliate of FMR, which is located at 82 Devonshire Street, Boston, Massachusetts 02109. Under the terms of the agreements, FIIOC performs transfer agency, dividend disbursing, and shareholder services for Investor Class of each fund.

For providing transfer agency services, FIIOC receives an asset-based fee paid monthly based on fund type.

For VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies, the asset-based fees are subject to adjustment if the year-to-date total return of the S&P 500 exceeds a positive or negative 15%.

FIIOC pays out-of-pocket expenses associated with providing transfer agent services. In addition, FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports, notices, and statements to existing shareholders, with the exception of proxy statements.

<R>FIIOC or an affiliate may make payments out of its own resources to intermediaries for transfer agency and related recordkeeping services with respect to insurance contract owners' accounts. Because intermediaries may be paid varying amounts for recordkeeping and administrative services, such payments may provide incentives for intermediaries to favor one fund family over another.</R>

FIIOC or an affiliate may make payments out if its own resources to Fidelity Investments Life Insurance Company (FILI) for transfer agency and related separate account services with respect to insurance contract owners' accounts, in amounts that do not exceed the total transfer agent fee paid by Investor Class of each fund.

Each fund has also entered into a service agent agreement with FSC, an affiliate of FMR (or an agent, including an affiliate). VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies have also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for each class of each fund, maintains each fund's portfolio and general accounting records, and administers VIP Aggressive Growth's, VIP Asset Manager's, VIP Asset Manager: Growth's, VIP Balanced's, VIP Contrafund's, VIP Dynamic Capital Appreciation's, VIP Equity-Income's, VIP Growth's, VIP Growth & Income's, VIP Growth Opportunities', VIP Growth Stock's, VIP High Income's, VIP Investment Grade Bond's, VIP Mid Cap's, VIP Real Estate's, VIP Strategic Income's, VIP Value's, VIP Value Leaders', and VIP Value Strategies' securities lending program.

For providing pricing and bookkeeping services, FSC receives a monthly fee based on each fund's average daily net assets throughout the month.

The annual rates for pricing and bookkeeping services for domestic equity funds are 0.0375% of the first $500 million of average net assets, 0.0265% of average net assets between $500 million and $3.5 billion, 0.0040% of average net assets between $3.5 billion and $25 billion, and 0.0018% of average net assets in excess of $25 billion.

The annual rates for pricing and bookkeeping services for certain taxable domestic fixed-income funds are 0.0400% of the first $500 million of average net assets, 0.0290% of average net assets between $500 million and $3.5 billion, 0.0040% of average net assets between $3.5 billion and $25 billion, and 0.0018% of average net assets in excess of $25 billion.

The annual rates for pricing and bookkeeping services for certain international funds are 0.0500% of the first $500 million of average net assets, 0.0400% of average net assets between $500 million and $3.5 billion, 0.0040% of average net assets between $3.5 billion and $25 billion, and 0.0018% of average net assets in excess of $25 billion.

The annual rates for pricing and bookkeeping services for money market funds are 0.0150% of the first $500 million of average net assets, 0.0075% of average net assets between $500 million and $10 billion, 0.0040% of average net assets between $10 billion and $25 billion, and 0.0018% of average net assets in excess of $25 billion.

In addition, each fund is subject to a multiple class surcharge of 10% of the asset-based fee.

Pricing and bookkeeping fees, including reimbursement for out-of-pocket expenses, paid by the funds to FSC for the past three fiscal years are shown in the following table.

Fund	2004	2003	2002
<R>VIP Aggressive Growth</R>	<R>$ 33,001</R>	<R>$ 60,013</R>	<R>$ 60,019</R>
<R>VIP Asset Manager</R>	<R>$ 1,165,222</R>	<R>$ 583,090</R>	<R>$ 600,344</R>
<R>VIP Asset Manager: Growth</R>	<R>$ 174,348</R>	<R>$ 119,751</R>	<R>$ 131,007</R>
<R>VIP Balanced</R>	<R>$ 144,537</R>	<R>$ 119,009</R>	<R>$ 113,425</R>
<R>VIP Contrafund</R>	<R>$ 1,416,796</R>	<R>$ 802,400</R>	<R>$ 800,205</R>
<R>VIP Dynamic Capital Appreciation</R>	<R>$ 32,641</R>	<R>$ 60,008</R>	<R>$ 60,000</R>
<R>VIP Equity-Income</R>	<R>$ 1,392,621</R>	<R>$ 813,809</R>	<R>$ 852,038</R>
<R>VIP Growth</R>	<R>$ 1,376,271</R>	<R>$ 832,823</R>	<R>$ 905,112</R>
<R>VIP Growth & Income</R>	<R>$ 510,222</R>	<R>$ 296,171</R>	<R>$ 282,118</R>
<R>VIP Growth Opportunities</R>	<R>$ 274,950</R>	<R>$ 210,804</R>	<R>$ 229,632</R>
<R>VIP Growth Stock</R>	<R>$ 33,001</R>	<R>$ 60,011</R>	<R>$ 3,333*</R>
<R>VIP High Income</R>	<R>$ 687,297</R>	<R>$ 512,085</R>	<R>$ 429,973</R>
<R>VIP Investment Grade Bond</R>	<R>$ 620,099</R>	<R>$ 423,343</R>	<R>$ 377,429</R>
<R>VIP Mid Cap</R>	<R>$ 926,678</R>	<R>$ 371,370</R>	<R>$ 312,203</R>
<R>VIP Money Market</R>	<R>$ 180,343</R>	<R>$ 224,863</R>	<R>$ 250,943</R>
<R>VIP Real Estate</R>	<R>$ 38,014</R>	<R>$ 60,016</R>	<R>$ 9,250**</R>
<R>VIP Strategic Income</R>	<R>$ 36,453</R>	<R>$ 121***</R>	<R>--</R>
<R>VIP Value</R>	<R>$ 33,000</R>	<R>$ 60,012</R>	<R>$ 60,044</R>
<R>VIP Value Leaders</R>	<R>$ 33,000</R>	<R>$ 32,384****</R>	<R>--</R>
<R>VIP Value Strategies</R>	<R>$ 205,417</R>	<R>$ 73,256</R>	<R>$ 51,880*****</R>

* VIP Growth Stock commenced operations on December 11, 2002.

** VIP Real Estate commenced operations on November 6, 2002.

*** VIP Strategic Income commenced operations on December 23, 2003.

**** VIP Value Leaders commenced operations on June 17, 2003.

***** VIP Value Strategies commenced operations on February 20, 2002.

For administering each fund's (other than VIP Money Market) securities lending program, FSC is paid based on the number and duration of individual securities loans.

<R>For the fiscal years ended December 31, 2004, 2003, and 2002, VIP Aggressive Growth, VIP High Income, VIP Growth Stock, VIP Real Estate, and VIP Value did not pay FSC for securities lending.</R>

<R>For the fiscal years ended December 31, 2004 and 2003, VIP Value Leaders and VIP Strategic Income did not pay FSC for securities lending.</R>

<R>Payments made by the funds to FSC for securities lending for the past three fiscal years are shown in the following table.</R>

Fund	2004	2003	2002
<R>VIP Asset Manager</R>	<R>$ 586</R>	<R>$ 186</R>	<R>$ 923</R>
<R>VIP Asset Manager: Growth</R>	<R>$ 349</R>	<R>$ 69</R>	<R>$ 730</R>
<R>VIP Balanced</R>	<R>$ 73</R>	<R>$ 0</R>	<R>$ 29</R>
<R>VIP Contrafund</R>	<R>$ 46,007</R>	<R>$ 28,719</R>	<R>$ 22,316</R>
<R>VIP Dynamic Capital Appreciation</R>	<R>$ 1,285</R>	<R>$ 0</R>	<R>$ 0</R>
<R>VIP Equity-Income</R>	<R>$ 10,956</R>	<R>$ 8,414</R>	<R>$ 6,169</R>
<R>VIP Growth</R>	<R>$ 11,407</R>	<R>$ 9,384</R>	<R>$ 23,589</R>
<R>VIP Growth & Income</R>	<R>$ 3,020</R>	<R>$ 867</R>	<R>$ 248</R>
<R>VIP Growth Opportunities</R>	<R>$ 888</R>	<R>$ 470</R>	<R>$ 821</R>
<R>VIP Investment Grade Bond</R>	<R>$ 1,700</R>	<R>$ 3,425</R>	<R>$ 2,205</R>
<R>VIP Mid Cap</R>	<R>$ 14,803</R>	<R>$ 15,990</R>	<R>$ 7,924</R>
<R>VIP Value Strategies</R>	<R>$ 5,408</R>	<R>$ 1,708</R>	<R>$ 0</R>

DESCRIPTION OF THE TRUSTS

Trust Organization. Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Money Market Portfolio, and Value Portfolio are funds of Variable Insurance Products Fund, an open-end management investment company created under an initial declaration of trust dated November 13, 1981. Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, and Investment Grade Bond Portfolio are funds of Variable Insurance Products Fund II, an open-end management investment company created under an initial declaration of trust dated March 21, 1988. Aggressive Growth Portfolio, Balanced Portfolio, Dynamic Capital Appreciation Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, Mid Cap Portfolio, and Value Strategies Portfolio are funds of Variable Insurance Products Fund III, an open-end management investment company created under an initial declaration of trust dated July 14, 1994. Growth Stock Portfolio, Real Estate Portfolio, Strategic Income Portfolio, and Value Leaders Portfolio are funds of Variable Insurance Products Fund IV, an open-end management investment company created under an initial declaration of trust dated June 1, 1983. On December 14, 2000, Variable Insurance Products Fund IV changed its name from Fidelity Advisor Series VI to Variable Insurance Products Fund IV. Currently, there are six funds offered in Variable Insurance Products Fund: Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Money Market Portfolio, and Value Portfolio. Currently, there are five funds offered in Variable Insurance Products Fund II: Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, and Investment Grade Bond Portfolio. Currently, there are seven funds offered in Variable Insurance Products Fund III: Aggressive Growth Portfolio, Balanced Portfolio, Dynamic Capital Appreciation Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, Mid Cap Portfolio, and Value Strategies Portfolio. Currently, there are 19 funds offered in Variable Insurance Products Fund IV: Consumer Industries Portfolio, Cyclical Industries Portfolio, Financial Services Portfolio, Freedom 2005 Portfolio, Freedom 2010 Portfolio, Freedom 2015 Portfolio, Freedom 2020 Portfolio, Freedom 2025 Portfolio, Freedom 2030 Portfolio, Freedom Income Portfolio, Growth Stock Portfolio, Health Care Portfolio, International Capital Appreciation Portfolio, Natural Resources Portfolio, Real Estate Portfolio, Strategic Income Portfolio, Technology Portfolio, Telecommunications & Utilities Growth Portfolio, and Value Leaders Portfolio. The Trustees are permitted to create additional funds in the trusts and to create additional classes of the funds.

The assets of each trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof, subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each fund in a trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated to a particular class. Any general expenses of the respective trusts shall be allocated between or among any one or more of its funds or classes.

Shareholder Liability. Each trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

Each Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the trust or fund. Each Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets. Each Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

Each Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason. Each Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may subject holders of another class of shares to certain liabilities.

Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by fund, and by class.

The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

Each trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or a portion of the assets of each trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of a trust, shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class available for distribution.

<R> Custodians. Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts, is custodian of the assets of VIP Contrafund, VIP Mid Cap, and VIP Value Leaders. State Street Bank and Trust Company, 1776 Heritage Drive, Quincy, Massachusetts, is custodian of the assets of VIP Dynamic Capital Appreciation and VIP Value. JPMorgan Chase Bank, 270 Park Avenue, New York, New York, is custodian of the assets of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, and VIP Growth & Income. The Bank of New York, 110 Washington Street, New York, New York, is custodian of the assets of VIP High Income, VIP Investment Grade Bond, and VIP Money Market. Mellon Bank, N.A., One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania, is custodian of the assets of VIP Growth, VIP Growth Opportunities, VIP Growth Stock, VIP Real Estate, VIP Strategic Income, and VIP Value Strategies. The Northern Trust Company, 50 South LaSalle Street, Chicago, IL, is custodian of the assets of VIP Equity-Income. Each custodian is responsible for the safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets of VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth, VIP Growth Opportunities, VIP Growth Stock, VIP High Income, VIP Investment Grade Bond, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies in connection with repurchase agreement transactions. The Bank of New York, headquartered in New York, also may serve as a special purpose custodian of certain assets of VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Equity-Income, VIP Growth, VIP Growth & Income, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Strategic Income, VIP Value, VIP Value Leaders, and VIP Value Strategies in connection with repurchase agreement transactions.</R>

FMR, its officers and directors, its affiliated companies, Members of the Advisory Board, and Members of the Board of Trustees may, from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. The Boston branch of VIP Contrafund's, VIP Mid Cap's, and VIP Value Leaders' custodian leases its office space from an affiliate of FMR at a lease payment which, when entered into, was consistent with prevailing market rates. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of FMR, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.

Independent Registered Public Accounting Firms. PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts, independent registered public accounting firm, examines financial statements for VIP Equity-Income, VIP Growth, VIP Growth Stock, VIP High Income, VIP Mid Cap, VIP Money Market, VIP Real Estate, VIP Strategic Income and VIP Value Leader's and provides other audit, tax, and related services.

Deloitte & Touche LLP, 200 Berkeley Street, Boston, Massachusetts, independent registered public accounting firm, examines financial statements for VIP Aggressive Growth, VIP Asset Manager, VIP Asset Manager: Growth, VIP Balanced, VIP Contrafund, VIP Dynamic Capital Appreciation, VIP Growth & Income, VIP Growth Opportunities, VIP Investment Grade Bond, VIP Value, and VIP Value Strategies and provides other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the fiscal year ended December 31, 2004, and report of the auditor, are included in the fund's annual report and are incorporated herein by reference.

FUND HOLDINGS INFORMATION

Each fund views material non-public holdings information as sensitive and limits the dissemination of such information to circumstances in which the recipient has a duty of confidentiality or in accordance with Board of Trustees-approved guidelines, as described below.

1. Each fund will provide a full list of its holdings as of the end of the fund's fiscal quarter on www.advisor.fidelity.com (Literature) 60 days after its fiscal quarter-end. The money market fund's monthly holdings are also available monthly, 15 days or more after month-end by calling Fidelity at 1-877-208-0098.

<R>2. Each fund (other than VIP Investment Grade Bond and VIP Money Market) will provide its top ten holdings as of the end of the calendar quarter on www.fidelity.com (Research > Annuities) 15 days or more after the calendar quarter-end. Top ten holdings are provided to insurance companies via electronic reports and on www.fidelity.com (Research > Annuities). Holdings for VIP Aggressive Growth, VIP Growth Stock, VIP Value, and VIP Value Leaders will be available on www.fidelity.com (Research > Annuities) by the third calendar quarter of 2005.</R>

3. Each fund will provide material non-public holdings information to third-parties that, i) calculate information derived from holdings either for use by FMR or by firms that supply their analyses of holdings (but not the holdings themselves) to their clients (including sponsors of retirement plans or their consultants), and ii) enter into agreements that specify that, (a) holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal benefit, (c) the firms certify their information security policies and procedures, and (d) the firms limit the nature and type of information that may be disclosed to third-parties.

4. Except as discussed below, each fund may provide to ratings and rankings organizations the same information at the same time it is filed with the SEC or one day after the information is provided on Fidelity's web site.

The information referenced in (1) and (2) above, will be available on the web site until updated for the next applicable period.

The entities that may receive the information described in (3) above are: Factset (full holdings daily, on the next day); iMoneynet (aggregate holdings weekly, one day after the end of the week); Kynex (full holdings weekly, one day after the end of the week); Vestek (full holdings, as of the end of the calendar quarter, 15 days after the calendar quarter-end); S&P (full holdings weekly, six days after the end of the week); Moody's Investor Services (full holdings weekly, six days after the end of the week); and Wall Street Concepts (REMIC securities quarterly, 15 days after calendar quarter-end).

In addition, material non-public holdings information may be provided as part of the normal investment activities of each fund to the following entities which, by explicit agreement or by virtue of their respective duties to the fund, are required to maintain the confidentiality of the information disclosed: auditors; the custodians; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities; securities lending agents; counsel to the funds or the Independent Trustees; regulatory authorities; stock exchanges and other listing organizations; and parties to litigation.

A fund may also disclose to an issuer the number of shares of the issuer (or percentage of outstanding shares) held by the fund.

As authorized by the Board of Trustees, FMR's Disclosure Policy Committee, has established and administers guidelines found by the Board to be in the best interests of shareholders concerning the dissemination of fund holdings information, and resolution of conflicts of interest in connection with such disclosure, if any. The Disclosure Policy Committee reviews and decides on each information request and, if granted, how and by whom that information will be disseminated. The Disclosure Policy Committee is comprised of executive officers of FMR. It reports to the Board of Trustees periodically. Any modifications to the guidelines require prior Board approval.

FMR, any affiliates, and the fund will not enter into any arrangements with third-parties from which they derive consideration for the disclosure of material non-public holdings information. If, in the future, FMR desired to make such an arrangement, it would seek prior Board approval and any such arrangements would be disclosed in the funds' SAI.

There is no assurance that the funds' policies on holdings information will protect the funds from the potential misuse of holdings by individuals or firms in possession of that information.

APPENDIX

Fidelity, Asset Manager: Growth, Contrafund, and Fidelity Investments & (Pyramid) Design are registered trademarks of FMR Corp.

Asset Manager is a service mark of FMR Corp.

The third party marks appearing above are the marks of their respective owners.

The term "VIP" as used in this document refers to Fidelity Variable Insurance Products.

Variable Insurance Products Fund II

PEA No. 47

PART C. OTHER INFORMATION

Item 22. Exhibits

(a) (1) Amended and Restated Declaration of Trust, dated March 29, 2001, is incorporated herein by reference to Exhibit a(1) of Post-Effective Amendment No. 36.

(2) Certificate of Amendment to the Declaration of Trust, dated December 14, 2004, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 36.

(b) Bylaws of the Trust, as amended and dated June 17, 2004, are incorporated herein by reference to Exhibit (b) of Fidelity Summer Street Trust's (File No. 002-58542) Post-Effective Amendment No. 63.

(d) (1) Management Contract between Asset Manager Portfolio and Fidelity Management & Research Company, dated November 1, 1999, is incorporated herein by reference to Exhibit d(1) of Post-Effective Amendment No. 35.

(2) Management Contract between Asset Manager: Growth Portfolio and Fidelity Management & Research Company, dated November 1, 1999, is incorporated herein by reference to Exhibit d(2) of Post-Effective Amendment No. 35.

(3) Management Contract between Contrafund Portfolio and Fidelity Management & Research Company, dated November 1, 1999, is incorporated herein by reference to Exhibit d(3) of Post-Effective Amendment No. 35.

(4) Management Contract between Index 500 Portfolio and Fidelity Management & Research Company, dated December 1, 1997, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 26.

(5) Management Contract between Investment Grade Bond Portfolio and Fidelity Management & Research Company, dated November 1, 1999, is incorporated herein by reference to Exhibit d(5) of Post-Effective Amendment No. 35.

(6) Amendment to the Management Contract between Index 500 Portfolio and Fidelity Management & Research Company, dated March 1, 2005, is incorporated herein by reference to Exhibit d(6) of Post-Effective Amendment No. 45.

(7) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc. on behalf of Asset Manager Portfolio, dated January 1, 1999, is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 42.

(8) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc. on behalf of Asset Manager: Growth Portfolio, dated January 1, 1999, is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 42.

(9) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc. on behalf of Investment Grade Bond Portfolio, dated January 1, 1999, is incorporated herein by reference to Exhibit (d)(8) of Post-Effective Amendment No. 42.

(10) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc. on behalf of Asset Manager Portfolio, dated September 16, 1998, is incorporated herein by reference to Exhibit (d)(9) of Post-Effective Amendment No. 42.

(11) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc. on behalf of Asset Manager: Growth Portfolio, dated April 1, 2001, is incorporated herein by reference to Exhibit d(7) of Post-Effective Amendment No. 36.

(12) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc. on behalf of Contrafund Portfolio, dated April 1, 2001, is incorporated herein by reference to Exhibit d(8) of Post-Effective Amendment No. 36.

(13) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (Far East) Inc. on behalf of Asset Manager Portfolio, dated September 16, 1998, is incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment No. 42.

(14) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (Far East) Inc. on behalf of Asset Manager: Growth Portfolio, dated April 1, 2001, is incorporated herein by reference to Exhibit d(10) of Post-Effective Amendment No. 36.

(15) Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (Far East) Inc. on behalf of Contrafund Portfolio, dated April 1, 2001, is incorporated herein by reference to Exhibit d(11) of Post-Effective Amendment No. 36.

(16) Sub-Advisory Agreement between Fidelity Management & Research Company and FMR Co., Inc. on behalf of Asset Manager Portfolio, dated January 1, 2001, is incorporated herein by reference to Exhibit d(16) of Post-Effective Amendment No. 35.

(17) Sub-Advisory Agreement between Fidelity Management & Research Company and FMR Co., Inc. on behalf of Asset Manager: Growth Portfolio, dated January 1, 2001, is incorporated herein by reference to Exhibit d(17) of Post-Effective Amendment No. 35.

(18) Sub-Advisory Agreement between Fidelity Management & Research Company and FMR Co., Inc. on behalf of Contrafund Portfolio, dated January 1, 2001, is incorporated herein by reference to Exhibit d(18) of Post-Effective Amendment No. 35.

(19) Sub-Advisory Agreement between Fidelity Management & Research Company and FMR Co., Inc. on behalf of Index 500 Portfolio, dated January 1, 2001, is incorporated herein by reference to Exhibit d(19) of Post-Effective Amendment No. 35.

(20) Sub-Advisory Agreement, dated August 4, 2003, between Fidelity Management & Research Company and Geode Capital Management, LLC, on behalf of Index 500 Portfolio, is incorporated herein by reference to Exhibit (d)(19) of Post-Effective Amendment No. 42.

(21) Amended and Restated Sub-Advisory Agreement, dated August 1, 2001, between Fidelity Management & Research (Far East) Inc. and Fidelity Investments Japan Limited, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(17) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 108.

(22) Schedule A, dated November 18, 2004, to the Amended and Restated Sub-Advisory Agreement, dated August 1, 2001, between Fidelity Management & Research (Far East) Inc. and Fidelity Investments Japan Limited, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(24) of Fidelity Fixed-Income Trust's (File No. 002-41839) Post-Effective Amendment No. 97.

(23) Master International Research Agreement, dated July 1, 2003, between Fidelity Management & Research Company and Fidelity International Investment Advisors, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(19) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 110.

(24) Schedule A, dated September 16, 2004, to the Master International Research Agreement, dated July 1, 2003, between Fidelity Management & Research Company and Fidelity International Investment Advisors, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(34) of Fidelity Devonshire Trust's (File No. 002-24389) Post-Effective Amendment No. 110.

(25) Sub-Research Agreement dated, July 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(21) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 110.

(26) Schedule A, dated September 16, 2004, to the Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(36) of Fidelity Devonshire Trust's (File No. 002-24389) Post-Effective Amendment No. 110.

(27) Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity Investments Japan Limited, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(23) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 110.

(28) Schedule A, dated Sepetmber 16, 2004, to the Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity Investments Japan Limited, on behalf of Variable Insurance Products Fund II on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio is incorporated herein by reference to Exhibit (d)(38) of Fidelity Devonshire Trust's (File No. 002-24389) Post-Effective Amendment No. 110.

(29) Master International Fixed-Income Research Agreement, dated October 1, 2003, between Fidelity Investments Money Management, Inc. and Fidelity International Investment Advisors, on behalf of Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (d)(33) of Fidelity Charles Street Trust's (File No. 002-73133) Post-Effective Amendment No. 74.

(30) Schedule A, dated September 16, 2004, to the Master International Fixed-Income Research Agreement, dated October 1, 2003, between Fidelity Investments Money Management, Inc. and Fidelity International Investment Advisors, on behalf of Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (d)(40) of Fidelity Devonshire Trust's (File No. 002-24389) Post-Effective Amendment No. 110.

(31) Fixed-Income Sub-Research Agreement, dated October 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (d)(35) of Fidelity Charles Street Trust's (File No. 002-73133) Post-Effective Amendment No. 74.

(32) Schedule A, dated October 1, 2003, to the Fixed-Income Sub-Research Agreement, dated October 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (d)(16) of Colchester Street Trust's (File No. 002-74808) Post-Effective Amendment No. 47.

(e) (1) General Distribution Agreement between Asset Manager Portfolio and Fidelity Distributors Corporation, dated August 31, 1989, is incorporated herein by reference to Exhibit 6(b) of Post-Effective Amendment No. 17.

(2) General Distribution Agreement between Asset Manager: Growth Portfolio and Fidelity Distributors Corporation, dated December 1, 1994, is incorporated herein by reference to Exhibit 6(d) of Post-Effective Amendment No. 17.

(3) General Distribution Agreement between Contrafund Portfolio and Fidelity Distributors Corporation, dated December 1, 1994, is incorporated herein by reference to Exhibit 6(e) of Post-Effective Amendment No. 17.

(4) General Distribution Agreement between Index 500 Portfolio and Fidelity Distributors Corporation, dated August 27, 1992, is incorporated herein by reference to Exhibit 6(c) of Post-Effective Amendment No. 17.

(5) General Distribution Agreement between Short-Term Portfolio (currently known as Investment Grade Bond Portfolio) and Fidelity Distributors Corporation, dated November 11, 1988, is incorporated herein by reference to Exhibit 6(a) of Post-Effective Amendment No. 17.

(6) Amendments, dated March 14, 1996 and July 15, 1996, to the General Distribution Agreement between the Registrant and Fidelity Distributors Corporation, are incorporated herein by reference to Exhibit 6(a) of Fidelity Court Street Trust's (File No. 002-58774) Post-Effective Amendment No. 61.

(7) Form of Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to Initial Class shares is incorporated herein by reference to Exhibit 6(g) of Post-Effective Amendment No. 25.

(8) Form of Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to Service Class shares is incorporated herein by reference to Exhibit 6(h) of Post-Effective Amendment No. 25.

(9) Form of Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to Service Class 2 shares is incorporated herein by reference to Exhibit e(9) of Post-Effective Amendment No. 32.

(10) Form of Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to Service Class 2 R shares is incorporated herein by reference to Exhibit e(10) of Post-Effective Amendment No. 37.

(11) Form of Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to Investor Class shares is incorporated herein by reference to Exhibit e(11) of Post-Effective Amendment No. 46.

(f) The Fee Deferral Plan for Non-Interested Person Directors and Trustees of the Fidelity Funds, effective as of September 15, 1995 and amended through January 1, 2000, is incorporated herein by reference to Exhibit (f)(1) of Fidelity Massachusetts Municipal Trust's (File No. 002-75537) Post-Effective Amendment No. 39.

(g) (1) Custodian Agreement and Appendix C, dated July 1, 2001, between The Bank of New York and Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio are incorporated herein by reference to Exhibit (g)(1) of Fidelity Money Market Trust's (File No. 002-62417) Post-Effective Amendment No. 64.

(2) Appendix A, dated April 13, 2004, to the Custodian Agreement, dated July 1, 2001, between The Bank of New York and Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (g)(2) of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 60.

(3) Appendix B, dated March 2, 2005, to the Custodian Agreement, dated July 1, 2001, between The Bank of New York and Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (g)(3) of Fidelity Fixed-Income Trust's (File No. 002-41839) Post-Effective Amendment No. 97.

(4) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between The Bank of New York and Variable Insurance Products Fund II on behalf of Investment Grade Bond Portfolio is incorporated herein by reference to Exhibit (g)(4) of Fidelity Aberdeen Street Trust's (File No. 033-43529) Post-Effective Amendment No. 37.

(5) Custodian Agreement and Appendix C, dated July 1, 2001, between Brown Brothers Harriman & Company and Variable Insurance Products Fund II on behalf of Contrafund Portfolio are incorporated herein by reference to Exhibit (g)(5) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 46.

(6) Appendix A, dated December 21, 2004, to the Custodian Agreement, dated July 1, 2001, between Brown Brothers Harriman & Company and Variable Insurance Products Fund II on behalf of Contrafund Portfolio is incorporated herein by reference to Exhibit (g)(2) of Variable Insurance Products Fund IV's (File No. 002-84130) Post-Effective Amendment No. 72.

(7) Appendix B, dated April 7, 2003, to the Custodian Agreement, dated July 1, 2001, between Brown Brothers Harriman & Company and Variable Insurance Products Fund II on behalf of Contrafund Portfolio is incorporated herein by reference to Exhibit (g)(3) of Fidelity Advisor Series VIII's (File No. 002-86711) Post-Effective Amendment No. 73.

(8) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between Brown Brothers Harriman & Company and Variable Insurance Products Fund II on behalf of Contrafund Portfolio is incorporated herein by reference to Exhibit (g)(4) of Fidelity Securities Fund's (File No. 002-93601) Post-Effective Amendment No. 60.

(9) Custodian Agreement and Appendix C, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Variable Insurance Products Fund II on behalf of Asset Manager Portfolio and Asset Manager: Growth Portfolio are incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 46.

(10) Appendix A, dated October 27, 2004, to the Custodian Agreement, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Variable Insurance Products Fund II on behalf of Asset Manager Portfolio and Asset Manager: Growth Portfolio is incorporated herein by reference to Exhibit (g)(6) of Fidelity Mt. Vernon Street Trust's (File No. 002-79755) Post-Effective Amendment No. 43.

(11) Appendix B, dated October 10, 2003, to the Custodian Agreement, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Variable Insurance Products Fund II on behalf of Asset Manager Portfolio and Asset Manager: Growth Portfolio is incorporated herein by reference to Exhibit (g)(11) of Post-Effective Amendment No. 42.

(12) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Variable Insurance Products Fund II on behalf of Asset Manager Portfolio and Asset Manager: Growth Portfolio is incorporated herein by reference to Exhibit (g)(4) of Fidelity Revere Street Trust's (File No. 811-07807) Post-Effective Amendment No. 20.

(13) Custodian Agreement and Appendix C, dated July 1, 2001, between Mellon Bank, N.A. and Variable Insurance Products Fund II on behalf of Index 500 Portfolio are incorporated herein by reference to Exhibit (g)(9) of Fidelity Capital Trust's (File No. 002-61760) Post-Effective Amendment No. 81.

(14) Appendix A, dated August 24, 2004, to the Custodian Agreement, dated July 1, 2001, between Mellon Bank, N.A. and Variable Insurance Products Fund II on behalf of Index 500 Portfolio is incorporated herein by reference to Exhibit (g)(18) of Fidelity Securities Fund's (File No. 002-93601) Post-Effective Amendment No. 62.

(15) Appendix B, dated August 25, 2004, to the Custodian Agreement, dated July 1, 2001, between Mellon Bank, N.A. and Variable Insurance Products Fund II on behalf of Index 500 Portfolio is incorporated herein by reference to Exhibit (g)(19) of Fidelity Securities Fund's (File No. 002-93601) Post-Effective Amendment No. 62.

(16) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between Mellon Bank, N.A. and Variable Insurance Products Fund II on behalf of Index 500 Portfolio is incorporated herein by reference to Exhibit (g)(11) of Fidelity Advisor Series II's (File No. 033-06516) Post-Effective Amendment No. 69.

(17) Fidelity Group Repo Custodian Agreement among The Bank of New York, J. P. Morgan Securities, Inc., and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(d) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(18) Schedule 1 to the Fidelity Group Repo Custodian Agreement between The Bank of New York and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(19) Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich Capital Markets, Inc., and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(20) Schedule 1 to the Fidelity Group Repo Custodian Agreement between Chemical Bank and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(21) Joint Trading Account Custody Agreement between The Bank of New York and the Registrant, dated May 11, 1995, is incorporated herein by reference to Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(22) First Amendment to Joint Trading Account Custody Agreement between The Bank of New York and the Registrant, dated July 14, 1995, is incorporated herein by reference to Exhibit 8(i) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(23) Schedule A-1, dated December 12, 2003, to the Fidelity Group Repo Custodian Agreements, Schedule 1s to the Fidelity Group Repo Custodian Agreements, Joint Trading Account Custody Agreement, and First Amendment to the Joint Trading Account Custody Agreement, between the respective parties and the Registrant, is incorporated herein by reference to Exhibit (g)(19) of Fidelity Devonshire Trust's (File No. 002-24389) Post-Effective Amendment No. 107.

(h) 10 Basis Point Expense Contract between Index 500 Portfolio and Fidelity Management & Research Company, dated March 1, 2005, is incorporated herein by reference to Exhibit (h) of Post-Effective Amendment No. 45.

(i) (1) Legal Opinion of Shearman & Sterling LLP for Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio, dated April 23, 2003, is incorporated herein by reference to Exhibit (i) of Post-Effective Amendment No. 41.

(2) Consent of Shearman & Sterling LLP, dated June 13, 2005, is filed herein as Exhibit (i)(2).

(j) Consent of Deloitte & Touche LLP, dated June 13, 2005, is filed herein as Exhibit (j).

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager Portfolio: Initial Class is incorporated herein by reference to Exhibit m(2) of Post-Effective Amendment No. 30.

(2) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager: Growth Portfolio: Initial Class is incorporated herein by reference to Exhibit m(4) of Post-Effective Amendment No. 30.

(3) Distribution and Service Plan pursuant to Rule 12b-1 for Contrafund Portfolio: Initial Class is incorporated herein by reference to Exhibit m(5) of Post-Effective Amendment No. 30.

(4) Distribution and Service Plan pursuant to Rule 12b-1 for Index 500 Portfolio: Initial Class is incorporated herein by reference to Exhibit m(3) of Post-Effective Amendment No. 30.

(5) Distribution and Service Plan pursuant to Rule 12b-1 for Investment Grade Bond Portfolio: Initial Class is incorporated herein by reference to Exhibit m(1) of Post-Effective Amendment No. 30.

(6) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager Portfolio: Service Class is incorporated herein by reference to Exhibit m(6) of Post-Effective Amendment No. 37.

(7) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager: Growth Portfolio: Service Class is incorporated herein by reference to Exhibit m(7) of Post-Effective Amendment No. 37.

(8) Distribution and Service Plan pursuant to Rule 12b-1 for Contrafund Portfolio: Service Class is incorporated herein by reference to Exhibit m(8) of Post-Effective Amendment No. 37.

(9) Distribution and Service Plan pursuant to Rule 12b-1 for Index 500 Portfolio: Service Class is incorporated herein by reference to Exhibit m(9) of Post-Effective Amendment No. 45.

(10) Distribution and Service Plan pursuant to Rule 12b-1 for Investment Grade Bond Portfolio: Service Class is incorporated herein by reference to Exhibit m(10) of Post-Effective Amendment No. 37.

(11) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager Portfolio: Service Class 2 is incorporated herein by reference to Exhibit m(11) of Post-Effective Amendment No. 37.

(12) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager: Growth Portfolio: Service Class 2 is incorporated herein by reference to Exhibit m(12) of Post-Effective Amendment No. 37.

(13) Distribution and Service Plan pursuant to Rule 12b-1 for Contrafund Portfolio: Service Class 2 is incorporated herein by reference to Exhibit m(13) of Post-Effective Amendment No. 37.

(14) Distribution and Service Plan pursuant to Rule 12b-1 for Index 500 Portfolio: Service Class 2 is incorporated herein by reference to Exhibit m(14) of Post-Effective Amendment No. 37.

(15) Distribution and Service Plan pursuant to Rule 12b-1 for Investment Grade Bond Portfolio: Service Class 2 is incorporated herein by reference to Exhibit m(15) of Post-Effective Amendment No. 37.

(16) Distribution and Service Plan pursuant to Rule 12b-1 for Contrafund Portfolio: Service Class 2 R is incorporated herein by reference to Exhibit m(16) of Post-Effective Amendment No. 39.

(17) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager Portfolio: Investor Class is filed herein as Exhibit m(17).

(18) Distribution and Service Plan pursuant to Rule 12b-1 for Asset Manager: Growth Portfolio: Investor Class is filed herein as Exhibit m(18).

(19) Distribution and Service Plan pursuant to Rule 12b-1 for Contrafund Portfolio: Investor Class is filed herein as Exhibit m(19).

(20) Distribution and Service Plan pursuant to Rule 12b-1 for Investment Grade Bond Portfolio: Investor Class is filed herein as Exhibit m(20).

(n) (1) Multiple Class of Shares Plan pursuant to Rule 18f-3 for VIP Funds, dated May 19, 2005, on behalf of the Registrant is filed herein as Exhibit (n)(1).

(2) Schedule I to the Multiple Class of Shares Plan pursuant to Rule 18f-3 for VIP Funds, dated May 19, 2005, on behalf of the Registrant is filed herein as Exhibit (n)(2).

(p) (1) Code of Ethics, dated January 1, 2005, adopted by each fund and Fidelity Management & Research Company, Fidelity Investments Money Management, Inc., FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity Distributors Corporation pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of Fidelity Financial Trust's (File No. 811-03587) Post-Effective Amendment No. 43.

(2) Code of Ethics, dated January 1, 2005, adopted by Fidelity International Limited (FIL), Fidelity Investments Japan Limited, Fidelity International Investment Advisors, and Fidelity International Investment Advisors (U.K.) Limited pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(2) of Fidelity Financial Trust's (File No. 811-03587) Post-Effective Amendment No. 43.

(3) Code of Ethics, dated January 20, 2005, adopted by Geode Capital Management, LLC and Geode Capital Management LP pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(3) of Fidelity Commonwealth Trust's (File No. 811-02546) Post-Effective Amendment No. 84.

Item 23. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company, or an affiliate, as its investment adviser. In addition, the officers of the Trust are substantially identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.

Item 24. Indemnification

Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, "disabling conduct"), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, Inc. ("FIIOC") is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOC's willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOC's performance under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent contributed to by FIIOC's willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOC's acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOC's acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOC's acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.

Item 25. Business and Other Connections of Investment Advisers

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

FMR serves as investment adviser to a number of other investment companies. The directors and officers of the Adviser have held, during the past two fiscal years, the following positions of a substantial nature.

Edward C. Johnson 3d	Chairman of the Board and Director of Fidelity Management & Research Company (FMR), FMR Co., Inc. (FMRC), Fidelity Management & Research (Far East) Inc. (FMR Far East), and Fidelity Investments Money Management, Inc. (FIMM); Chief Executive Officer, Chairman of the Board, and Director of FMR Corp.; Trustee of funds advised by FMR.

Abigail P. Johnson	President and Director of FMR, FMRC, and FIMM; Senior Vice President and Trustee of funds advised by FMR; Director of FMR Corp.

Thomas Allen	Vice President of FMR, FMRC, and a fund advised by FMR.

Paul Antico	Vice President of FMR, FMRC, and a fund advised by FMR.

Ramin Arani	Vice President of FMR, FMRC, and a fund advised by FMR.

John Avery	Vice President of FMR, FMRC, and a fund advised by FMR.

David Bagnani	Vice President of FMR and FMRC (2004).

Robert Bertelson	Vice President of FMR, FMRC, and a fund advised by FMR.

Stephen Binder	Vice President of FMR, FMRC and a fund advised by FMR.

William Bower	Vice President of FMR, FMRC, and funds advised by FMR.

Philip L. Bullen	Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR; President and Director of FMR Far East and Fidelity Management & Research (U.K.) Inc. (FMR U.K.); Director of Strategic Advisers, Inc.

Steve Buller	Vice President of FMR, FMRC, and funds advised by FMR.

John J. Burke	Vice President of FMR (2004).
John H. Carlson	Senior Vice President of FMR and FMRC (2003); Vice President of funds advised by FMR; Previously served as Vice President of FMR and FMRC (2003).

James Catudal	Vice President of FMR, FMRC, and a fund advised by FMR.

Ren Y. Cheng	Vice President of FMR, FMRC, and funds advised by FMR.

C. Robert Chow	Vice President of FMR, FMRC, and a fund advised by FMR.

Dwight D. Churchill	Senior Vice President of FMR and FIMM and Vice President of Fixed-Income funds advised by FMR.

Timothy Cohen	Vice President of FMR, FMRC (2003), and a fund advised by FMR.

Katherine Collins	Senior Vice President of FMR and FMRC (2003); Previously served as Vice President of FMR and FMRC (2003).

Michael Connolly	Vice President of FMR and FMRC.

Matthew Conti	Vice President of FMR, FMRC (2003), and funds advised by FMR.

William Danoff	Senior Vice President of FMR, FMRC, and Vice President of funds advised by FMR.

Joseph Day	Vice President of FMR and FMRC (2003).

Scott E. DeSano	Senior Vice President of FMR and FMRC.

Penelope Dobkin	Vice President of FMR, FMRC, and a fund advised by FMR.

Julie Donovan	Vice President of FMR and FMRC (2003).

Walter C. Donovan	Senior Vice President of FMR and FMRC (2003); Previously served as Vice President of FMR and FMRC (2003).

Bettina Doulton	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

Stephen DuFour	Vice President of FMR, FMRC, and funds advised by FMR.
William Eigen	Vice President of FMR, FMRC, Strategic Advisers, Inc. (2004), and funds advised by FMR.
Michael Elizondo	Vice President of FMR and FMRC (2004).

Bahaa Fam	Vice President of FMR, FMRC, and funds advised by FMR.

Robert Scott Feldman	Vice President of FMR and FMRC (2003).

Richard B. Fentin	Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.

Keith Ferguson	Previously served as Vice President of FMR and FMRC (2005).

Karen Firestone	Vice President of FMR, FMRC, and funds advised by FMR.


Jay Freedman	Assistant Secretary of FMR, FMRC and Fidelity Distributors Corporation (FDC); Secretary of FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., and FMR Corp.
Christopher J. Goudie	Vice President of FMR and FMRC (2004).

Bart A. Grenier	Senior Vice President of FMR and FMRC; Vice President of certain Equity and High Income funds advised by FMR; President and Director of Strategic Advisers, Inc.

Robert J. Haber	Senior Vice President of FMR and FMRC.

Richard C. Habermann	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

John F. Haley	Vice President of FMR and FMRC (2003).

Karen Hammond	Assistant Treasurer of FMR, FMRC, FMR U.K., FMR Far East, and FIMM (2003); Vice President of FMR U.K., FMR Far East, FIMM, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).

Brian J. Hanson	Vice President of FMR and FMRC (2004).
James Harmon	Vice President of FMR, FMRC, and funds advised by FMR.

Lionel Harris	Previously served as Vice President of FMR and FMRC (2003).

Ian Hart	Vice President of FMR, FMRC and funds advised by FMR.

John Hebble	Vice President of FMR (2003).

Timothy Heffernan	Vice President of FMR and FMRC (2003).

Thomas Hense	Vice President of FMR and FMRC.

Cesar Hernandez	Vice President of FMR and FMRC.

Bruce T. Herring	Vice President of FMR and FMRC.

Adam Hetnarski	Vice President of FMR, FMRC, and funds advised by FMR.

Frederick D. Hoff, Jr.	Vice President of FMR, FMRC, and a fund advised by FMR.

Brian Hogan	Vice President of FMR and FMRC.

Michael T. Jenkins	Vice President of FMR and FMRC (2004).
David B. Jones	Vice President of FMR.

Rajiv Kaul	Vice President of FMR, FMRC (2003), and funds advised by FMR.

Steven Kaye	Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.
Jonathan Kelly	Vice President of FMR and FMRC (2003).
William Kennedy	Vice President of FMR, FMRC, and funds advised by FMR.

Francis V. Knox, Jr.	Vice President of FMR; Assistant Treasurer of funds advised by FMR.

Harry W. Lange	Vice President of FMR, FMRC, and funds advised by FMR.

Harley Lank	Vice President of FMR and FMRC.

Maxime Lemieux	Vice President of FMR, FMRC, and a fund advised by FMR.

Harris Leviton	Vice President of FMR, FMRC, and funds advised by FMR.

Douglas Lober	Vice President of FMR and FMRC (2003).

Peter S. Lynch	Vice Chairman and Director of FMR and FMRC and member of the Advisory Board of funds advised by FMR (2003). Previously served as Trustee of funds advised by FMR (2003).

James MacDonald	Senior Vice President of FMR.

Robert B. MacDonald	Previously served as Vice President of FMR and FMRC (2004); Vice President of Strategic Advisers, Inc. (2004).

Richard R. Mace	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

Charles A. Mangum	Vice President of FMR, FMRC, and funds advised by FMR.

Kevin McCarey	Vice President of FMR, FMRC, and funds advised by FMR.

Christine McConnell	Vice President of FMR, FMRC (2003), and funds advised by FMR.

John B. McDowell	Senior Vice President of FMR and FMRC and Vice President of certain Equity funds advised by FMR.

Neal P. Miller	Vice President of FMR, FMRC, and a fund advised by FMR.
Peter J. Millington	Vice President of FMR and FMRC (2004).

Jeffrey Mitchell	Vice President of FMR and FMRC (2003).

Eric M. Mollenhauer	Vice President of FMR and FMRC (2004).
Charles S. Morrison	Vice President of FMR and Bond funds advised by FMR; Senior Vice President of FIMM (2003); Previously served as Vice President of FIMM (2003).

David L. Murphy	Vice President of FMR and Money Market funds advised by FMR; Senior Vice President of FIMM (2003); Previously served as Vice President of FIMM (2003).

Mark Notkin	Vice President of FMR, FMRC, and funds advised by FMR.

Scott Offen	Vice President of FMR, FMRC (2003), and a fund advised by FMR.
Fatima Penrose	Vice President of FMR (2004).

Stephen Petersen	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.
John R. Porter	Vice President of FMR and FMRC (2004).

Keith Quinton	Vice President of FMR and FMRC.

Alan Radlo	Vice President of FMR and FMRC.

Larry Rakers	Vice President of FMR and FMRC.
William R. Ralls	Vice President of FMR (2004).

Christine Reynolds	Vice President of FMR (2003); President and Treasurer of funds advised by FMR (2004); Anti-Money Laundering Officer (2004).

Kennedy Richardson	Vice President of FMR and FMRC.

Clare S. Richer	Senior Vice President of FMR.

Eric D. Roiter	Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Assistant Secretary of FMR U.K., FMR Far East, and FIMM; Previously served as Vice President and Secretary of FDC (2005).
Stephen Rosen	Vice President of FMR, FMRC (2004), and a fund advised by FMR.

Louis Salemy	Vice President of FMR, FMRC, and funds advised by FMR.

Lee H. Sandwen	Vice President of FMR and FMRC.

Peter Saperstone	Vice President of FMR, FMRC, and a fund advised by FMR.

Beso Sikharulidze	Vice President of FMR, FMRC, and a fund advised by FMR.

Carol A. Smith-Fachetti	Vice President of FMR and FMRC.

Steven J. Snider	Vice President of FMR, FMRC, and a fund advised by FMR.

Mark P. Snyderman	Vice President of FMR, FMRC (2004), and a fund advised by FMR.

Thomas T. Soviero	Vice President of FMR, FMRC, and a fund advised by FMR.

Robert E. Stansky	Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.

Nicholas E. Steck	Vice President of FMR (2003); Compliance Officer of FMR U.K., FMR Far East, and FMR Corp.

Susan Sturdy	Assistant Secretary of FMR, FMRC, FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp.

Yolanda Taylor	Vice President of FMR and FMRC.

Victor Thay	Vice President of FMR, FMRC (2003), and a fund advised by FMR.

Joel C. Tillinghast	Senior Vice President of FMR, FMRC, and Vice President of a fund advised by FMR.
Matthew C. Torrey	Vice President of FMR and FMRC (2004).

Robert Tuckett	Vice President of FMR.

Jennifer Uhrig	Vice President of FMR, FMRC, and funds advised by FMR.

George A. Vanderheiden	Senior Vice President of FMR and FMRC.

Robert B. Von Rekowsky	Vice President of FMR and FMRC (2004).
J. Gregory Wass	Assistant Treasurer of FMR, FMRC, FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

Jason Weiner	Vice President of FMR, FMRC, and funds advised by FMR.

Ellen Wilson	Previously served as Vice President of FMR (2004); Executive Vice President, Human Resources, of FMR Corp. (2004).

Steven S. Wymer	Vice President of FMR, FMRC, and a fund advised by FMR.

JS Wynant	Vice President of FMR and FMRC; Treasurer of FMR, FMRC, FMR U.K., FMR Far East, and FIMM.
Derek L. Young	Vice President of FMR and FMRC (2004).

(2) FMR CO., INC. (FMRC)

FMRC provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

Edward C. Johnson 3d	Chairman of the Board and Director of FMRC, FMR, FMR Far East, and FIMM ; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.

Abigail P. Johnson	President and Director of FMRC, FMR, and FIMM; Senior Vice President and Trustee of funds advised by FMR; Director of FMR Corp.

Thomas Allen	Vice President of FMRC, FMR, and a fund advised by FMR.

Paul Antico	Vice President of FMRC, FMR, and a fund advised by FMR.

Ramin Arani	Vice President of FMRC, FMR, and a fund advised by FMR.

John Avery	Vice President of FMRC, FMR, and a fund advised by FMR.
David Bagnani	Vice President of FMRC and FMR (2004).

Robert Bertelson	Vice President of FMRC, FMR, and a fund advised by FMR.

Stephen Binder	Vice President of FMRC, FMR, and a fund advised by FMR.

William Bower	Vice President of FMRC, FMR, and funds advised by FMR.

Philip L. Bullen	Senior Vice President of FMRC and FMR; Vice President of certain Equity Funds advised by FMR; President and Director of FMR Far East and FMR U.K.; Director of Strategic Advisers, Inc.

Steve Buller	Vice President of FMRC, FMR, and funds advised by FMR.

John H. Carlson	Senior Vice President of FMRC and FMR (2003); Vice President of funds advised by FMR; Previously served as Vice President of FMRC and FMR (2003).

James Catudal	Vice President of FMRC, FMR, and a fund advised by FMR.

Ren Y. Cheng	Vice President of FMRC, FMR and funds advised by FMR.

C. Robert Chow	Vice President of FMRC, FMR, and a fund advised by FMR.

Timothy Cohen	Vice President of FMRC, FMR (2003), and a fund advised by FMR.

Katherine Collins	Senior Vice President of FMRC and FMR (2003); Previously served as Vice President of FMRC and FMR (2003).

Michael Connolly	Vice President of FMRC and FMR.

Matthew Conti	Vice President of FMRC, FMR (2003), and funds advised by FMR.

William Danoff	Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

Joseph Day	Vice President of FMRC and FMR (2003).

Scott E. DeSano	Senior Vice President of FMRC and FMR.

Penelope Dobkin	Vice President of FMRC, FMR, and a fund advised by FMR.

Julie Donovan	Vice President of FMRC and FMR (2003).

Walter C. Donovan	Senior Vice President of FMRC and FMR (2003); Previously served as Vice President of FMRC and FMR (2003).

Bettina Doulton	Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

Stephen DuFour	Vice President of FMRC, FMR, and funds advised by FMR.

William Eigen	Vice President of FMRC, FMR, Strategic Advisers, Inc. (2004), and funds advised by FMR.
Michael Elizondo	Vice President of FMRC and FMR (2004).

Bahaa Fam	Vice President of FMRC, FMR, and funds advised by FMR.

Robert Scott Feldman	Vice President of FMRC and FMR (2003).

Richard B. Fentin	Senior Vice President of FMRC and FMR and Vice President of a fund advised by FMR.

Keith Ferguson	Previously served as Vice President of FMRC and FMR (2005).

Karen Firestone	Vice President of FMRC, FMR, and funds advised by FMR.

Jay Freedman	Assistant Secretary of FMRC, FMR and FDC; Secretary of FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., and FMR Corp.

Christopher J. Goudie	Vice President of FMRC and FMR (2004).
Bart A. Grenier	Senior Vice President of FMRC and FMR; Vice President of certain Equity and High Income funds advised by FMR; President and Director of Strategic Advisers, Inc.

Robert J. Haber	Senior Vice President of FMRC and FMR.

Richard C. Habermann	Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

John F. Haley	Vice President of FMRC and FMR (2003).

Karen Hammond	Assistant Treasurer of FMRC, FMR, FMR U.K., FMR Far East, and FIMM (2003); Vice President of FMR U.K., FMR Far East, FIMM, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).
Brian J. Hanson	Vice President of FMRC and FMR (2004).
James Harmon	Vice President of FMRC, FMR, and funds advised by FMR.

Lionel Harris	Previously served as Vice President of FMRC and FMR (2003).

Ian Hart	Vice President of FMRC, FMR and funds advised by FMR.

Timothy Heffernan	Vice President of FMRC and FMR (2003).

Thomas Hense	Vice President of FMRC and FMR.

Cesar Hernandez	Vice President of FMRC and FMR.

Bruce T. Herring	Vice President of FMRC and FMR.

Adam Hetnarski	Vice President of FMRC, FMR, and funds advised by FMR.

Frederick D. Hoff, Jr.	Vice President of FMRC, FMR, and a fund advised by FMR.

Brian Hogan	Vice President of FMRC and FMR.
Michael T. Jenkins	Vice President of FMRC and FMR (2004).

Rajiv Kaul	Vice President of FMRC, FMR (2003), and funds advised by FMR.

Steven Kaye	Senior Vice President of FMRC and FMR and Vice President of a fund advised by FMR.

Jonathan Kelly	Vice President of FMRC and FMR (2003).

William Kennedy	Vice President of FMRC, FMR, and funds advised by FMR.

Harry W. Lange	Vice President of FMRC, FMR, and funds advised by FMR.

Harley Lank	Vice President of FMRC and FMR.

Maxime Lemieux	Vice President of FMRC, FMR, and a fund advised by FMR.

Harris Leviton	Vice President of FMRC, FMR, and funds advised by FMR.

Douglas Lober	Vice President of FMRC and FMR (2003).

Peter S. Lynch	Vice Chairman and Director of FMRC and FMR and member of the Advisory Board of funds advised by FMR (2003). Previously served as Trustee of funds advised by FMR (2003).

Robert B. MacDonald	Previously served as Vice President of FMRC and FMR (2004); Vice President of Strategic Advisers, Inc. (2004).

Richard R. Mace	Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

Charles A. Mangum	Vice President of FMRC, FMR, and funds advised by FMR.

Kevin McCarey	Vice President of FMRC, FMR, and funds advised by FMR.

Christine McConnell	Vice President of FMRC, FMR (2003), and funds advised by FMR.

John B. McDowell	Senior Vice President of FMRC and FMR and Vice President of certain Equity funds advised by FMR.

Neal P. Miller	Vice President of FMRC, FMR, and a fund advised by FMR.
Peter J. Millington	Vice President of FMRC and FMR (2004).

Jeffrey Mitchell	Vice President of FMRC and FMR (2003).

Eric M. Mollenhauer	Vice President of FMRC and FMR (2004).
Mark Notkin	Vice President of FMRC, FMR, and funds advised by FMR.
Scott Offen	Vice President of FMRC, FMR (2003), and a fund advised by FMR.

Shep Perkins	Vice President of FMRC (2004).
Stephen Petersen	Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

John R. Porter	Vice President of FMRC and FMR (2004).
Keith Quinton	Vice President of FMRC and FMR.

Alan Radlo	Vice President of FMRC and FMR.

Larry Rakers	Vice President of FMRC and FMR.

Kennedy Richardson	Vice President of FMRC and FMR.

Eric D. Roiter	Vice President, General Counsel, and Secretary of FMRC and FMR; Secretary of funds advised by FMR; Assistant Secretary of FMR U.K., FMR Far East, and FIMM; Previously served as Vice President and Secretary of FDC (2005).

Stephen Rosen	Vice President of FMRC, FMR (2004), and a fund advised by FMR.
Louis Salemy	Vice President of FMRC, FMR, and funds advised by FMR.

Lee H. Sandwen	Vice President of FMRC and FMR.

Peter Saperstone	Vice President of FMRC, FMR, and a fund advised by FMR.

Beso Sikharulidze	Vice President of FMRC, FMR, and a fund advised by FMR.

Carol A. Smith-Fachetti	Vice President of FMRC and FMR.

Steven J. Snider	Vice President of FMRC, FMR, and a fund advised by FMR.

Mark P. Snyderman	Vice President of FMRC, FMR (2004), and a fund advised by FMR.
Thomas T. Soviero	Vice President of FMRC, FMR, and a fund advised by FMR.

Robert E. Stansky	Senior Vice President of FMRC and FMR and Vice President of a fund advised by FMR.

Susan Sturdy	Assistant Secretary of FMRC, FMR, FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp.

Yolanda Taylor	Vice President of FMRC and FMR.

Victor Thay	Vice President of FMRC, FMR (2003), and a fund advised by FMR.

Joel C. Tillinghast	Senior Vice President of FMRC, FMR, and Vice President of a fund advised by FMR.

Matthew C. Torrey	Vice President of FMRC and FMR (2004).
Jennifer Uhrig	Vice President of FMRC, FMR, and funds advised by FMR.

George A. Vanderheiden	Senior Vice President of FMRC and FMR.

Robert B. Von Rekowsky	Vice President of FMRC and FMR (2004).
J. Gregory Wass	Assistant Treasurer of FMRC, FMR, FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

Jason Weiner	Vice President of FMRC, FMR, and a fund advised by FMR.

Steven S. Wymer	Vice President of FMRC, FMR, and a fund advised by FMR.

JS Wynant	Vice President of FMRC and FMR; Treasurer of FMRC, FMR, FMR U.K., FMR Far East, and FIMM.
Derek L. Young	Vice President of FMRC and FMR (2004).

(3) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)

FMR U.K. provides investment advisory services to Fidelity Management & Research Company and Fidelity Management Trust Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

Simon Fraser	Director, Chairman of the Board, Chief Executive Officer of FMR U.K.; Director and President of Fidelity International Investment Advisors (FIIA); and Director and Chief Executive Officer of Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L); Previously served as Senior Vice President of FMR U.K. (2003).

Philip Bullen	President and Director of FMR U.K. and FMR Far East; Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR; Director of Strategic Advisers, Inc.

Andrew Flaster	Compliance Officer of FMR U.K.
Jay Freedman	Secretary of FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc. and FMR Corp.; Assistant Secretary of FMR, FMRC, and FDC.

Karen Hammond	Assistant Treasurer of FMR U.K., FMR, FMRC, FMR Far East, and FIMM (2003); Vice President of FMR U.K., FMR Far East, FIMM, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).
Eric D. Roiter	Assistant Secretary of FMR U.K., FMR Far East, and FIMM; Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Previously served as Vice President and Secretary of FDC (2005).
Nicholas E. Steck	Compliance Officer of FMR U.K., FMR Far East, and FMR Corp.; Vice President of FMR (2003).

Susan Sturdy	Assistant Secretary of FMR U.K., FMR, FMRC, FMR Far East, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp.

J. Gregory Wass	Assistant Treasurer of FMR U.K., FMR, FMRC, FMR Far East, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

JS Wynant	Treasurer of FMR U.K., FMR, FMRC, FMR Far East, and FIMM; Vice President of FMR and FMRC.

(4) FIDELITY MANAGEMENT & RESEARCH (Far East) INC. (FMR Far East)

FMR Far East provides investment advisory services to Fidelity Management & Research Company and Fidelity Management Trust Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

Edward C. Johnson 3d	Chairman of the Board and Director of FMR Far East, FMR, FMRC, and FIMM; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.

Philip Bullen	President and Director of FMR Far East and FMR U.K.; Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR; Director of Strategic Advisers, Inc.

Jay Freedman	Secretary of FMR Far East, FMR U.K., FIMM, Strategic Advisers, Inc., and FMR Corp.; Assistant Secretary of FMR, FMRC, and FDC.
Karen Hammond	Assistant Treasurer of FMR Far East, FMR, FMRC, FMR U.K., and FIMM (2003); Vice President of FMR Far East, FMR U.K., FIMM, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).
Eric D. Roiter	Assistant Secretary of FMR Far East, FMR U.K., and FIMM; Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Previously served as Vice President and Secretary of FDC (2005).

Nicholas E. Steck	Compliance Officer of FMR Far East, FMR U.K. and FMR Corp.; Vice President of FMR (2003).

Susan Sturdy	Assistant Secretary of FMR Far East, FMR, FMRC, FMR U.K., FIMM, Strategic Advisers, Inc., FDC, and FMR Corp.

J. Gregory Wass	Assistant Treasurer of FMR Far East, FMR, FMRC, FMR U.K., FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

Billy W. Wilder	Previously served as Vice President of FMR Far East; Representative Director and President of Fidelity Investments Japan Limited (FIJ)(2004).

JS Wynant	Treasurer of FMR Far East, FMR, FMRC, FMR U.K., and FIMM; Vice President of FMR and FMRC.

(5) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)

FIMM provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

Edward C. Johnson 3d	Chairman of the Board and Director of FIMM, FMR, FMRC, and FMR Far East; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.

Abigail P. Johnson	President and Director of FIMM, FMR, and FMRC; Senior Vice President and Trustee of funds advised by FMR; Director of FMR Corp.

Dwight D. Churchill	Senior Vice President of FIMM and FMR and Vice President of Fixed-Income funds advised by FMR.

Jay Freedman	Secretary of FIMM, FMR U.K., FMR Far East, Strategic Advisers, Inc., and FMR Corp.; Assistant Secretary of FMR, FMRC, and FDC.

Stanley N. Griffith	Previously served as Assistant Secretary of FIMM, and Assistant Vice President of Fixed-Income funds advised by FMR (2003).

Karen Hammond	Assistant Treasurer of FIMM, FMR, FMRC, FMR U.K., and FMR Far East (2003); Vice President of FIMM, FMR U.K., FMR Far East, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).

Charles S. Morrison	Senior Vice President of FIMM (2003); Vice President of FMR and Bond funds advised by FMR; Previously served as Vice President of FIMM (2003).

David L. Murphy	Senior Vice President of FIMM (2003); Vice President of FMR and Money Market funds advised by FMR; Previously served as Vice President of FIMM (2003).

Eric D. Roiter	Assistant Secretary of FIMM, FMR U.K., and FMR Far East; Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Previously served as Vice President and Secretary of FDC (2005).

Susan Sturdy	Assistant Secretary of FIMM, FMR, FMRC, FMR U.K., FMR Far East, Strategic Advisers, Inc., FDC, and FMR Corp.

J. Gregory Wass	Assistant Treasurer of FIMM, FMR, FMRC, FMR U.K., FMR Far East, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

JS Wynant	Treasurer of FIMM, FMR, FMRC, FMR U. K., and FMR Far East; Vice President of FMR and FMRC.

(6) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (FIIA)

The directors and officers of FIIA have held, during the past two fiscal years, the following positions of a substantial nature.

Simon Fraser	Director and President of FIIA; Director, Chairman of the Board, Chief Executive Officer of FMR U.K.; and Director and Chief Executive Officer of FIIA(U.K.)L; Previously served as Senior Vice President of FMR U.K. (2003).

Brett Goodin	Director of FIIA.

Michael Gordon	Director of FIIA (2002).

Simon M. Haslam	Director of FIIA and FIJ.

Matthew Heath	Previously served as Secretary of FIIA (2004).

David Holland	Director and Vice President of FIIA.

Samantha Miller	HK Compliance Officer of FIIA (2005).

Frank Mutch	Director of FIIA.

David J. Saul	Director of FIIA.

Peter Phillips	Director of FIIA.

Rosalie Powell	Assistant Secretary of FIIA.

Graham Seed	Secretary of FIIA (2004).
Andrew Steward	Chief Financial Officer of FIIA; Director of FIIA(U.K.)L and FIGEST (2004).
Robert Stewart	Director of FIIA (2004).
Ann Stock	Chief Compliance Officer of FIIA (2005); Director of FIIA(U.K.)L (2003).

Nigel White	Previously served as Chief Compliance Officer of FIIA (2005).

(7) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED (FIIA(U.K.)L)

The directors and officers of FIIA(U.K.)L have held, during the past two fiscal years, the following positions of a substantial nature.

Gareth Adams	Previously served as Director of FIIA(U.K.)L (2003).

Simon Fraser	Director and Chief Executive Officer of FIIA(U.K.)L; Director and President of FIIA; Director, Chairman of the Board, Chief Executive Officer of FMR U.K.; Previously served as Senior Vice President of FMR U.K. (2003).
Ian Jone	Chief Compliance Officer of FIIA(U.K.)L (2004).

Andrew Steward	Director of FIIA(U.K.)L and FIGEST (2004); Chief Financial Officer of FIIA.

Ann Stock	Director of FIIA(U.K.)L (2003); Chief Compliance Officer of FIIA (2005).

Richard Wane	Director of FIIA(U.K.)L (2003).

(8) FIDELITY INVESTMENTS JAPAN LIMITED (FIJ)

The directors and officers of FIJ have held, during the past two fiscal years, the following positions of a substantial nature.

Simon M. Haslam	Director of FIJ and FIIA.
Yoshito Hirata	President and Representative Director of FIJ (2004); Previously served as Head of Compliance and Legal of FIJ (2004).

Yasuo Kuramoto	Director and Vice Chairman of FIJ.

Jonathan O'Brien	Previously served as Representative Director of FIJ (2004).

Takeshi Okazaki	Director and Head of Institutional Sales of FIJ.

Billy W. Wilder	Previously served as President and Representative Director of FIJ and Vice President of FMR Far East (2004).

Hiroshi Yamashita	Director and Counselor of FIJ.

(9) GEODE CAPITAL MANAGEMENT, LLC (Geode)

The directors and officers of Geode Capital Management, LLC have held, during the past two fiscal years, the following positions of a substantial nature.

Jacques Pierre Perold	President of Geode (2003); Previously employed with FMR and Fidelity Management Trust Company from 1986-2003.
Charles B. McDevitt	Chief Operating Officer of Geode (2003); Previously served as Chief Compliance Officer and Treasurer of Geode (2004); Previously employed with FMR from 1996-2003.
Jeffrey S. Miller	Chief Financial Officer of Geode (2004); Previously employed with Cameron Capital Management from 2002-2003.
Lisa J. Lampert	Chief Compliance Officer Geode (2004); Previously employed with State Street Bank and Trust Company from 1999-2004.
Albert Francke	Director of Geode (2003); Counsel at Curtis, Mallet-Prevost, Colt & Mosle LLP; Director of Empire Fidelity Life Insurance Company, Foreign & Colonial Emerging Middle East Fund, Inc., and Fidelity European Values PLC.
Robert Gervis	Director of Geode (2005).
Robert A. Lawrence	Director of Geode (2003); President of Fidelity Strategic Investments; Vice President of FMR Corp. (2004).
Caleb Loring, III	Director of Geode (2003); Principal of Essex Street Associates.
John Remondi	Previously served as Director of Geode (2005); President of Fidelity Investors Management LLC.
Michael J. Roberts	Director of Geode (2003); Faculty of Harvard Business School.
Diane M. Toland	Secretary of Geode (2003); Previously employed with FMR from 1993-2002.

Principal business addresses of the investment adviser, sub-advisers and affiliates.

Fidelity Management & Research Company (FMR)
One Federal Street
Boston, MA 02109

FMR Co., Inc. (FMRC)
One Federal Street
Boston, MA 02109

Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
One Federal Street
Boston, MA 02109

Fidelity Management & Research (Far East) Inc. (FMR Far East)
One Federal Street
Boston, MA 02109

Fidelity Investments Money Management, Inc. (FIMM)
One Spartan Way
Merrimack, NH 03054

Fidelity International Investment Advisors (FIIA)
Pembroke Hall,
42 Crow Lane,
Pembroke HM19, Bermuda

Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L)
25 Cannon Street
London, England EC4M5TA

Fidelity Investments Japan Limited (FIJ)
Shiroyama JT Trust Tower
3-1, Toranomon 4-chome, Minato-ku,
Tokyo, Japan 105-6019

Fidelity Gestion (FIGEST)
Washington Plaza
29 rue de Berri
Paris, France 75008

Strategic Advisers, Inc.
82 Devonshire Street
Boston, MA 02109

FMR Corp.
82 Devonshire Street
Boston, MA 02109

Fidelity Distributors Corporation (FDC)
82 Devonshire Street
Boston, MA 02109

Geode Capital Management, LLC (Geode)
53 State Street
Boston, MA 02109

Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109

Fidelity Investors Management LLC
82 Devonshire Street
Boston, MA 02109

Item 26. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for all funds advised by FMR or an affiliate.

(b)
Name and Principal	Positions and Offices	Positions and Offices
Business Address*	with Underwriter	with Fund
Jeffrey Carney	Director and President (2003)	None
Susan Boudrot	Chief Compliance Officer (2004)	None
Jay Freedman	Assistant Secretary	None
Stuart Fross	Vice President and Secretary (2005)	Assistant Secretary of funds advised by FMR.
Jane Greene	Treasurer and Controller	None
Donald C. Holborn	Executive Vice President	None
William F. Loehning	Executive Vice President (2003)	None
Ellyn A. McColgan	Director	None
Susan Sturdy	Assistant Secretary	None
J. Gregory Wass	Assistant Treasurer	None

* 82 Devonshire Street, Boston, MA

Item 27. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management & Research Company, Fidelity Service Company, Inc. or Fidelity Investments Institutional Operations Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds' respective custodians, The Bank of New York, 110 Washington Street, New York, NY, JPMorgan Chase Bank, 270 Park Avenue, New York, NY, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA, Mellon Bank, One Mellon Center, 500 Grant Street, Pittsburgh, PA. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets of Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio in connection with repurchase agreement transactions. The Bank of New York, headquartered in New York, also may serve as a special purpose custodian of certain assets of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, and Index 500 Portfolio in connection with repurchase agreement transactions.

Item 28. Management Services

Not applicable.

Item 29. Undertakings

The Registrant on behalf of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio, undertakes (1) to call a meeting of shareholders for the purpose of voting upon the questions of removal of a trustee or trustees, when requested to do so by record holders of not less than 10% of its outstanding shares; and (2) to assist in communications with other shareholders pursuant to Section 16(c)(1) and (2), whenever shareholders meeting the qualifications set forth in Section 16(c) seek the opportunity to communicate with other shareholders with a view toward requesting a meeting.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 47 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 13th day of June 2005.

	Variable Insurance Products Fund II
	By	/s/Christine Reynolds
\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|		Christine Reynolds, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

(Signature)		(Title)	(Date)

/s/Christine Reynolds		President and Treasurer	June 13, 2005
Christine Reynolds		(Principal Executive Officer)

/s/Timothy F. Hayes		Chief Financial Officer	June 13, 2005
Timothy F. Hayes		(Principal Financial Officer)

/s/Edward C. Johnson 3d	(dagger)	Trustee	June 13, 2005
Edward C. Johnson 3d

/s/Abigail P. Johnson		Trustee	June 13, 2005
Abigail P. Johnson

/s/Dennis J. Dirks	*	Trustee	June 13, 2005
Dennis J. Dirks

/s/Robert M. Gates	*	Trustee	June 13, 2005
Robert M. Gates

/s/George H. Heilmeier	*	Trustee	June 13, 2005
George H. Heilmeier

/s/Marie L. Knowles	*	Trustee	June 13, 2005
Marie L. Knowles

/s/Ned C. Lautenbach	*	Trustee	June 13, 2005
Ned C. Lautenbach

/s/Marvin L. Mann	*	Trustee	June 13, 2005
Marvin L. Mann

/s/William O. McCoy	*	Trustee	June 13, 2005
William O. McCoy

/s/Robert L. Reynolds	*	Trustee	June 13, 2005
Robert L. Reynolds

/s/Cornelia M. Small	*	Trustee	June 13, 2005
Cornelia M. Small

/s/William S. Stavropoulos	*	Trustee	June 13, 2005
William S. Stavropoulos

/s/Kenneth L. Wolfe	*	Trustee	June 13, 2005
Kenneth L. Wolfe

(dagger)Signature affixed by Abigail P. Johnson, pursuant to a power of attorney dated June 14, 2001 and filed herewith.

* By: /s/Margery K. Neale
Margery K. Neale, pursuant to a power of attorney dated January 1, 2005 and filed herewith.

SIGNATURES

Variable Insurance Products Fund II

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

(Signature)	(Title)	(Date)

/s/ Stephen P. Jonas	Trustee	June 13, 2005
Stephen P. Jonas

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General Partner, as the case may be, of the following investment companies:

Colchester Street Trust

Fidelity Aberdeen Street Trust

Fidelity Advisor Series I

Fidelity Advisor Series II

Fidelity Advisor Series III

Fidelity Advisor Series IV

Fidelity Advisor Series VI

Fidelity Advisor Series VII

Fidelity Advisor Series VIII

Fidelity Beacon Street Trust

Fidelity Boston Street Trust

Fidelity California Municipal Trust

Fidelity California Municipal Trust II

Fidelity Capital Trust

Fidelity Charles Street Trust

Fidelity Commonwealth Trust

Fidelity Concord Street Trust

Fidelity Congress Street Fund

Fidelity Contrafund

Fidelity Court Street Trust

Fidelity Court Street Trust II

Fidelity Covington Trust

Fidelity Destiny Portfolios

Fidelity Devonshire Trust

Fidelity Exchange Fund

Fidelity Financial Trust

Fidelity Fixed-Income Trust

Fidelity Garrison Street Trust

Fidelity Government Securities Fund

Fidelity Hastings Street Trust

Fidelity Hereford Street Trust

Fidelity Income Fund

Fidelity Institutional Tax-Exempt Cash Portfolios

Fidelity Investment Trust

Fidelity Magellan Fund

Fidelity Massachusetts Municipal Trust

Fidelity Money Market Trust

Fidelity Mt. Vernon Street Trust

Fidelity Municipal Trust

Fidelity Municipal Trust II

Fidelity New York Municipal Trust

Fidelity New York Municipal Trust II

Fidelity Oxford Street Trust

Fidelity Phillips Street Trust

Fidelity Puritan Trust

Fidelity Revere Street Trust

Fidelity School Street Trust

Fidelity Securities Fund

Fidelity Select Portfolios

Fidelity Summer Street Trust

Fidelity Trend Fund

Fidelity U.S. Investments-Bond Fund, L.P.

Fidelity U.S. Investments-Government Securities

Fund, L.P.

Fidelity Union Street Trust

Fidelity Union Street Trust II

Newbury Street Trust

Variable Insurance Products Fund

Variable Insurance Products Fund II

Variable Insurance Products Fund III

Variable Insurance Products Fund IV

in addition to any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as President and Director, Trustee, or General Partner (collectively, the "Funds"), hereby constitute and appoint Abigail P. Johnson my true and lawful attorney-in-fact, with full power of substitution, and with full power to said attorney-in-fact to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, Form N-8A, or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A, Form N-8A, or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and on my behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or his substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 15, 2001.

WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d	June 14, 2001
Edward C. Johnson 3d

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the case may be, of the following investment companies:

Colchester Street Trust

Fidelity Aberdeen Street Trust

Fidelity Advisor Series I

Fidelity Advisor Series II

Fidelity Advisor Series IV

Fidelity Advisor Series VII

Fidelity Advisor Series VIII

Fidelity Beacon Street Trust

Fidelity Boston Street Trust

Fidelity Boylston Street Trust

Fidelity California Municipal Trust

Fidelity California Municipal Trust II

Fidelity Capital Trust

Fidelity Charles Street Trust

Fidelity Commonwealth Trust

Fidelity Concord Street Trust

Fidelity Congress Street Fund

Fidelity Contrafund

Fidelity Court Street Trust

Fidelity Court Street Trust II

Fidelity Covington Trust

Fidelity Destiny Portfolios

Fidelity Devonshire Trust

Fidelity Exchange Fund

Fidelity Financial Trust

Fidelity Fixed-Income Trust

Fidelity Garrison Street Trust

Fidelity Hanover Street Trust

Fidelity Hastings Street Trust

Fidelity Hereford Street Trust

Fidelity Income Fund

Fidelity Investment Trust

Fidelity Magellan Fund

Fidelity Massachusetts Municipal Trust

Fidelity Money Market Trust

Fidelity Mt. Vernon Street Trust

Fidelity Municipal Trust

Fidelity Municipal Trust II

Fidelity New York Municipal Trust

Fidelity New York Municipal Trust II

Fidelity Oxford Street Trust

Fidelity Phillips Street Trust

Fidelity Puritan Trust

Fidelity Revere Street Trust

Fidelity School Street Trust

Fidelity Securities Fund

Fidelity Select Portfolios

Fidelity Summer Street Trust

Fidelity Trend Fund

Fidelity Union Street Trust

Fidelity Union Street Trust II

Newbury Street Trust

Variable Insurance Products Fund

Variable Insurance Products Fund II

Variable Insurance Products Fund III

Variable Insurance Products Fund IV

plus any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individuals serve as Directors, Trustees, or General Partners (collectively, the "Funds"), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving the Funds and hereby constitute and appoint Barry P. Barbash, Maria Gattuso, Craig S. Tyle, Margery K. Neale and Karen H. McMillan, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after January 1, 2005.

WITNESS our hands on this first day of January 2005.

/s/Laura B. Cronin	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\	/s/Marvin L. Mann
Laura B. Cronin		Marvin L. Mann
/s/Dennis J. Dirks		/s/William O. McCoy
Dennis J. Dirks		William O. McCoy
/s/Robert M. Gates		/s/Robert L. Reynolds
Robert M. Gates		Robert L. Reynolds
/s/George H. Heilmeier		/s/Cornelia M. Small
George H. Heilmeier		Cornelia M. Small
/s/Abigail P. Johnson		/s/William S. Stavropoulos
Abigail P. Johnson		William S. Stavropoulos
/s/Marie L. Knowles		/s/Kenneth L. Wolfe
Marie L. Knowles		Kenneth L. Wolfe
/s/Ned C. Lautenbach
Ned C. Lautenbach

Exhibit (i)(2)

CONSENT OF SHEARMAN & STERLING LLP

We hereby consent to the use of our opinions of counsel regarding the Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio and Investment Grade Bond Portfolio series of Variable Insurance Products Fund II (the "trust"), filed as part of this Post-Effective Amendment No. 47 to the Trust's Registration Statement on Form N-1A (File No. 033-20773 and 811-05511), incorporated by reference to Exhibit (i) to Post-Effective Amendment No. 41 to the Registration Statement.

/s/Shearman & Sterling LLP

Shearman & Sterling LLP

New York, NY

June 13, 2005

Exhibit (j)

Consent of Independent Registered Public Accounting Firm

We consent to the reference to us under the heading "Independent Registered Public Accounting Firm" in the Statement of Additional Information of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, and Investment Grade Bond Portfolio which is included in Post-Effective Amendment No. 47 to the Registration Statement No. 811-05511 on Form N-1A of Variable Insurance Products Fund II.

/s/Deloitte & Touche LLP

Deloitte & Touche LLP

Boston, Massachusetts

June 13, 2005

Exhibit m(17)

DISTRIBUTION AND SERVICE PLAN

Variable Insurance Products Fund II: Asset Manager Portfolio

Investor Class Shares

1. This Distribution and Service Plan (the "Plan"), when effective in accordance with its terms, shall be the written plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act") for Investor Class of shares of Asset Manager Portfolio ("Investor Class"), a class of shares of Asset Manager Portfolio (the "Fund"), a series of Variable Insurance Products Fund II (the "Trust").

2. The Trust has entered into a General Distribution Agreement on behalf of the Fund with Fidelity Distributors Corporation (the "Distributor") under which the Distributor uses all reasonable efforts, consistent with its other business, to secure purchasers for the Fund's shares of beneficial interest ("Shares"). Under the agreement, the Distributor pays the expenses of printing and distributing any prospectuses, reports and other literature used by the Distributor, advertising, and other promotional activities in connection with the offering of Shares of the Fund for sale to the public. It is recognized that Fidelity Management & Research Company (the "Adviser") may use its management fee revenues as well as its past profits or its resources from any other source, to make payments to the Distributor with respect to any expenses incurred in connection with the distribution of Investor Class Shares, including the activities referred to above.

3. The Adviser directly, or through the Distributor, may, subject to the approval of the Trustees, make payments to securities dealers and other third parties who engage in the sale of Investor Class Shares or who render shareholder support services, including but not limited to providing office space, equipment and telephone facilities, answering routine inquiries regarding the Fund, processing shareholder transactions and providing such other shareholder services as the Trust may reasonably request.

4. The Investor Class will not make separate payments as a result of this Plan to the Adviser, Distributor or any other party, it being recognized that the Fund presently pays, and will continue to pay, a management fee to the Adviser. To the extent that any payments made by the Fund to the Adviser, including payment of management fees, should be deemed to be indirect financing of any activity primarily intended to result in the sale of Investor Class Shares within the meaning of Rule 12b-1, then such payments shall be deemed to be authorized by this Plan.

5. This Plan shall become effective upon approval by a vote of a majority of the Trustees of the Trust, including a majority of the Trustees who are not "interested persons" of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to the Plan (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain in effect until April 30, 2006, and from year to year thereafter, provided, however, that such continuance is subject to approval annually by a vote of a majority of the Trustees of the Trust, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan. This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to authorize direct payments by the Investor Class to finance any activity primarily intended to result in the sale of Investor Class Shares, to increase materially the amount spent by the Investor Class for distribution, shall be effective only upon approval by a vote of a majority of the outstanding voting securities of the Investor Class and (b) any material amendments of this Plan shall be effective only upon approval in the manner provided in the first sentence of this paragraph 6.

7. This Plan may be terminated at any time, without the payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Investor Class.

8. During the existence of this Plan, the Trust shall require the Adviser and/or Distributor to provide the Trust, for review by the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended in connection with financing any activity primarily intended to result in the sale of Investor Class Shares (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.

9. This Plan does not require the Adviser or Distributor to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of Investor Class Shares.

10. Consistent with the limitation of shareholder liability as set forth in the Trust's Declaration of Trust, any obligation assumed by Investor Class pursuant to this Plan and any agreement related to this Plan shall be limited in all cases to Investor Class and its assets and shall not constitute an obligation of any shareholder of the Trust or any other class of the Fund, series of the Trust, or class of such series.

11. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Exhibit m(18)

DISTRIBUTION AND SERVICE PLAN

Variable Insurance Products Fund II: Asset Manager: Growth Portfolio

Investor Class Shares

1. This Distribution and Service Plan (the "Plan"), when effective in accordance with its terms, shall be the written plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act") for Investor Class of shares of Asset Manager: Growth Portfolio ("Investor Class"), a class of shares of Asset Manager: Growth Portfolio (the "Fund"), a series of Variable Insurance Products Fund II (the "Trust").

11. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Exhibit m(19)

DISTRIBUTION AND SERVICE PLAN

Variable Insurance Products Fund II: Contrafund Portfolio

Investor Class Shares

1. This Distribution and Service Plan (the "Plan"), when effective in accordance with its terms, shall be the written plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act") for Investor Class of shares of Contrafund Portfolio ("Investor Class"), a class of shares of Contrafund Portfolio (the "Fund"), a series of Variable Insurance Products Fund II (the "Trust").

11. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Exhibit m(20)

DISTRIBUTION AND SERVICE PLAN

Variable Insurance Products Fund II: Index 500 Portfolio

Investor Class Shares

1. This Distribution and Service Plan (the "Plan"), when effective in accordance with its terms, shall be the written plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act") for Investor Class of shares of Index 500 Portfolio ("Investor Class"), a class of shares of Index 500 Portfolio (the "Fund"), a series of Variable Insurance Products Fund II (the "Trust").

11. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Exhibit (n)(1)

Multiple Class of Shares Plan

for

VIP Funds

Dated May 19, 2005

This Amended and Restated Multiple Class of Shares Plan (the "Plan"), when effective in accordance with its provisions, shall be the written plan contemplated by Rule 18f-3 under the Investment Company Act of 1940 (the "1940 Act") for the portfolios (each, a "Fund") of the respective Fidelity Trusts (each, a "Trust") as listed on Schedule I to this Plan.

1. Classes Offered . Each Fund may offer up to eight classes of its shares: Service Class, Service Class 2, Initial Class, Investor Class, Service Class R, Service Class 2 R, Initial Class R, and Investor Class R (each, a "Class").

2. Distribution and/or Shareholder Service Fees . Distribution and/or shareholder service fees shall be calculated and paid in accordance with the terms of the then-effective plan pursuant to Rule 12b-1 under the 1940 Act for the applicable class. Distribution and/or shareholder service fees currently authorized are as set forth in Schedule I to this Plan.

3. Redemption Fee . Service Class R, Service Class 2 R, Initial Class R, and Investor Class R shares of Funds offering such shares will be subject to a redemption fee (short-term trading fee) as set forth in Schedule I to this Plan and further described in each Fund's prospectus.

4. Allocations . Income, gain, loss, expenses, and redemption fees shall be allocated under this Plan as follows:

A. Class Expenses : The following expenses shall be allocated exclusively to the applicable specific class of shares: (i) distribution and shareholder service fees; and (ii) transfer agent fees.

B. Fund Income, Gain, Loss, Expenses, and Redemption Fees : Income, gain, loss, and expenses not allocated to specific classes as specified above and redemption fees shall be charged to the Fund and allocated daily to each class of an equity fund in a manner consistent with Rule 18f-3(c)(1)(i) and of a fixed-income and money market fund in a manner consistent with Rule 18f-3(c)(1)(iii).

5. Voting Rights . Each class of shares governed by this Plan (i) shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement; and (ii) shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

6. Effective Date of Plan . This Plan shall become effective upon the approval by a vote of at least a majority of the Trustees of the Trust, and a majority of the Trustees of the Trust who are not "interested persons" of the Trust, which vote shall have found that this Plan as proposed to be adopted, including expense allocations, is in the best interests of each class individually and of the Fund as a whole; or upon such other date as the Trustees shall determine.

7. Amendment of Plan . Any material amendment to this Plan shall become effective upon approval by a vote of at least a majority of the Trustees of the Trust, and a majority of the Trustees of the Trust who are not "interested persons" of the Trust, which vote shall have found that this Plan as proposed to be amended, including expense allocations, is in the best interests of each class individually and of the Fund as a whole; or upon such other date as the Trustees shall determine.

8. Severability . If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

9. Limitation of Liability . Consistent with the limitation of shareholder liability as set forth in each Trust's Declaration of Trust or other organizational document, any obligations assumed by any Fund or class thereof, and any agreements related to this Plan, shall be limited in all cases to the relevant Fund and its assets, or class and its assets, as the case may be, and shall not constitute obligations of any other Fund or class of shares. All persons having any claim against a Fund, or any class thereof, arising in connection with this Plan, are expressly put on notice of such limitation of shareholder liability, and agree that any such claim shall be limited in all cases to the relevant Fund and its assets, or class and its assets, as the case may be, and such person shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, class or Fund; nor shall such person seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Trust.

Exhibit (n)(2)

SCHEDULE I, DATED MAY 19, 2005, TO MULTIPLE CLASS OF SHARES PLAN FOR VIP FUNDS, DATED MAY 19, 2005,

Variable Insurance Products Fund

FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Equity-Income Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Service Class 2 R	none	0.00	0.25	1.00 ^*
Growth Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Service Class 2 R	none	0.00	0.25	1.00 ^*
High Income Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Initial Class R	none	none	none	1.00*
Service Class R	none	0.00	0.10	1.00*
Service Class 2 R	none	0.00	0.25	1.00*
Money Market Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Overseas Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Investor Class R	none	none	none	1.00 ^*
Initial Class R	none	none	none	1.00 ^*
Service Class R	none	0.00	0.10	1.00 ^*
Service Class 2 R	none	0.00	0.25	1.00 ^*
Value Portfolio:
Initial Class	none	none	none	none
Investor Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none

* On shares held for less than 60 days.

Variable Insurance Products Fund II

FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Asset Manager Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Asset Manager: Growth Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Contrafund Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Service Class 2 R	none	0.00	0.25	1.00 ^*
Index 500 Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Investment Grade Bond Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none

* On shares held for less than 60 days.

Variable Insurance Products Fund III

FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Aggressive Growth Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Balanced Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Dynamic Capital Appreciation Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Growth & Income Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Growth Opportunities Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Mid Cap Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Value Strategies Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none

Variable Insurance Products Fund IV

FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Consumer Industries Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Cyclical Industries Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Financial Services Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Freedom 2005 Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Freedom 2010 Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Freedom 2015 Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Freedom 2020 Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Freedom 2025 Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Freedom 2030 Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Freedom Income Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Investor Class	none	none	none	none
Growth Stock Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Health Care Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
International Capital Appreciation Portfolio:
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Investor Class R	none	none	none	1.00 ^*
Initial Class R	none	none	none	1.00 ^*
Service Class R	none	0.00	0.10	1.00 ^*
Service Class 2 R	none	0.00	0.25	1.00 ^*
Natural Resources Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Real Estate Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none

* On shares held for less than 60 days.

FUND/CLASS	SALES CHARGE	DISTRIBUTION FEE (as a percentage of average net assets)	SHAREHOLDER SERVICE FEE (as a percentage of average net assets)	CLASS LEVEL REDEMPTION FEE (as a percentage of amount redeemed)
Strategic Income Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Technology Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Telecommunications & Utilities Growth Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none
Value Leaders Portfolio:
Investor Class	none	none	none	none
Initial Class	none	none	none	none
Service Class	none	0.00	0.10	none
Service Class 2	none	0.00	0.25	none

* On shares held for less than 60 days.

Contents

Fund Summary

Fund Basics

Shareholder Information

Fund Services

Appendix