SEC Info - Variable Insurance Products Fund III

Report

Registrant: Variable Insurance Products Fund III — List all N-SARs

Semi-Annual Report (at mid-year) for the 1st-half period ended: 6/30/17

Were there any Answer File errors in the Filing? None FoundNone Found by SEC InfoNot Checked by the FilerOne or more Found by SEC Info

Was the Answer File completed by the Registrant? Yes

Is this an Amendment to a previous Report? No

Is this a change to a previous Report? No

Registrant

1.

SEC CIK: 927384

SEC File #: 811-07205

Telephone #: 603-791-7481

2.

Address: 245 Summer Street

Boston, MA 02210

3.

Is this the first Form N-SAR filed by the Registrant? No

4.

Is this the final Form N-SAR filed by the Registrant? No

Funds/Series

↑Top of Form N-SAR

7.

Is the Registrant a Funds/Series (multiple portfolios) company? Yes

The number of separate Funds/Series (portfolios) at period end: 6

↓

Series 4: VIP Balanced Portfolio [ now
Balanced Portfolio ] — S#7730 ⇒ QBA2Q

↓

Series 10: VIP Dynamic Capital Appreciation Portfolio [ now
Dynamic Capital Appreciation Portfolio ] — S#7731

↓

Series 7: VIP Growth & Income Portfolio [ now
Growth & Income Portfolio ] — S#7732 ⇒ QGI2Q

↓

Series 5: VIP Growth Opportunities Portfolio [ now
Growth Opportunities Portfolio ] — S#7733

↓

Series 8: VIP Mid Cap Portfolio [ now
Mid Cap Portfolio ] — S#7734 ⇒ XFBRX & XFBSX

↓

Series 11: VIP Value Strategies Portfolio [ now
Value Strategies Portfolio ] — S#7735

Family of Investment Companies

19.

Is the Registrant/Series part of a “family” of investment companies? Yes

Total number of registered management investment companies, Series
and portfolios (excluding any Unit Investment Trusts) in the family: 563

The Identification Code of the family for Form N-SAR Filings: FIDELITYZZ

Investment Company Type

27.

Is the Registrant an “open-end” investment company? Yes, Open-End

Additional Disclosures

77.

Did the Registrant file any additional Exhibits with the filing of this
Report (listed here and filed either herewith — as one of the ‘EX-99.*’
↑Exhibits in this Filing — or separately and incorporated by reference)? Yes

EX-99.77Q1: Other Disclosure? Yes

Subsidiaries

78.

Does the Registrant have any wholly-owned investment company
subsidiaries whose operating and financial data are consolidated with
that of the Registrant in this Report? No

All Series

↑List of 6 Funds/Series Reported Here

All:

Principal Underwriter

11.1

Name: Fidelity Distributors Corp.

SEC File #: 008-08775

Location: Smithfield, RI

All:

Shareholder Servicing/Transfer Agent

12.1

Name: Fidelity Investments Instit. Operations Co.

SEC File #: 084-01839

Location: Boston, MA

All:

Affiliated Broker/Dealer

14.1

Name: Fidelity Brokerage Services LLC

SEC File #: 008-23292

14.2

Name: Fidelity Distributors Corp.

SEC File #: 008-08775

14.3

Name: National Financial Services LLC

SEC File #: 008-26740

14.4

Name: Fidelity Investments Canada Ltd.

14.5

Name: Fidelity Brokerage Services Japan LLC

14.6

Name: Luminex Trading & Analytics LLC

SEC File #: 008-69476

All:

Custodian

18.

Does the Registrant’s/Series’ Custodian(s) maintain some or all of the
Registrant’s/Series’ securities in a central depository or book-entry
system pursuant to Rule 17f-4? Yes

All:

Brokerage Commissions Paid on Portfolio Transactions

20.

The brokers who received the largest amount of gross brokerage
commissions during the period:

20.1

Broker: Deutsche Bank AG

IRS #: 36-6843535

Commissions paid ($000s): 268

20.2

Broker: Credit Suisse Group

IRS #: 13-5659485

Commissions paid ($000s): 239

20.3

Broker: Goldman Sachs Group, Inc.

IRS #: 13-5108880

Commissions paid ($000s): 225

20.4

Broker: JPMorgan Chase & Co.

IRS #: 13-3224016

Commissions paid ($000s): 224

20.5

Broker: Morgan Stanley

IRS #: 13-2655998

Commissions paid ($000s): 210

20.6

Broker: UBS AG

IRS #: 13-3873456

Commissions paid ($000s): 150

20.7

Broker: Citigroup, Inc.

IRS #: 04-3531811

Commissions paid ($000s): 131

20.8

Broker: Bank of America Corp.

IRS #: 04-3410012

Commissions paid ($000s): 128

20.9

Broker: Barclays plc

IRS #: 13-4942190

Commissions paid ($000s): 101

20.10

Broker: Liquidnet Holdings, Inc.

IRS #: 45-0404698

Commissions paid ($000s): 90

21.

Total brokerage commissions paid by the Registrant during the period:
Aggregate paid ($000s): 2,425

All:

Portfolio Transactions with Entities Acting as Principals

22.

The entities acting as principals with whom the Registrant did the
largest amount of portfolio transactions, based on total value of
principal, during the period:

22.1

Entity: Fidelity Cash Central Fund

IRS #: 04-3331103

Registrant’s purchases ($000s): 1,260,863

Registrant’s sales ($000s): 1,307,246

22.2

Entity: Fidelity Securities Lending Cash Central Fund

IRS #: 04-3469185

Registrant’s purchases ($000s): 633,968

Registrant’s sales ($000s): 502,273

22.3

Entity: Fidelity Capital Markets, Inc.

IRS #: 04-2653569

Registrant’s purchases ($000s): 201,829

Registrant’s sales ($000s): 232,339

22.4

Entity: Goldman Sachs & Co.

IRS #: 13-5108880

Registrant’s purchases ($000s): 208,557

Registrant’s sales ($000s): 211,951

22.5

Entity: JPMorgan Chase & Co.

IRS #: 13-3224016

Registrant’s purchases ($000s): 202,302

Registrant’s sales ($000s): 197,268

22.6

Entity: Credit Suisse Group

IRS #: 13-5659485

Registrant’s purchases ($000s): 219,839

Registrant’s sales ($000s): 167,866

22.7

Entity: Morgan Stanley

IRS #: 13-2655998

Registrant’s purchases ($000s): 203,448

Registrant’s sales ($000s): 175,124

22.8

Entity: Royal Bank of Canada

IRS #: 66-0178435

Registrant’s purchases ($000s): 158,498

Registrant’s sales ($000s): 159,003

22.9

Entity: UBS AG

IRS #: 13-3873456

Registrant’s purchases ($000s): 149,293

Registrant’s sales ($000s): 165,841

22.10

Entity: Deutsche Bank AG

IRS #: 36-6843535

Registrant’s purchases ($000s): 168,631

Registrant’s sales ($000s): 142,963

23.

Total purchase/sale transactions by the Registrant during the period:
Aggregate purchases ($000s): 4,792,317

Aggregate sales ($000s): 4,827,319

All:

Considerations which Affected the Participation of Brokers or Dealers

26.

Considerations which affected the participation of brokers or dealers or
other entities in commissions or other compensation paid on portfolio
transactions of the Registrant:

Consideration?

Sales of the Registrant’s/Series’ shares ............................... No

Receipt of investment research and statistical info .................... Yes

Receipt of quotations for portfolio valuations ......................... No

Ability to execute portfolio transactions to obtain the best price
and execution ........................................................ Yes

Receipt of telephone line and wire services ............................ Yes

Broker or Dealer which is an affiliated person ......................... Yes

An arrangement to return or credit part or all of commissions or
profits thereon...
To an Investment Adviser or Principal Underwriter, or to an
affiliated person of either ...................................... No

To the Registrant .................................................. Yes

Other .................................................................. No

All:

Advisory Fee

54.

Indicated below are whether services were supplied or paid for wholly or
in substantial part by Investment Adviser(s) or Administrator(s) in
connection with the advisory or administrative contract(s) but for which
the Adviser(s) or Administrator(s) are not reimbursed by the Registrant:

Provided to the Registrant?
Occupancy and office rental ............................................ Yes

Clerical and bookkeeping services ...................................... Yes

Accounting services .................................................... No

Services of independent auditors ....................................... No

Services of outside counsel ............................................ No

Registration and filing fees ........................................... No

Stationery, supplies and printing ...................................... Yes

Salaries & compensation of Registrant’s interested Directors ........... Yes

Salaries & compensation of Registrant’s disinterested Directors ........ No

Salaries & compensation of Registrant’s Officers who aren’t Directors .. Yes

Reports to current shareholders ........................................ Yes

Determination of offering and redemption prices ........................ No

Trading department ..................................................... Yes

Prospectus preparation and printing for current shareholders ........... Yes

Other .................................................................. Yes

Series 4

↑Information Common to All Funds/Series ↑List of 6 Funds/Series

7.

Name: VIP Balanced Portfolio [ now
Balanced Portfolio ] — S#7730 ⇒ QBA2Q

Is this the final Form N-SAR filed for this Fund/Series? No

S 4:

Investment Adviser

8.1

Name: Fidelity Management & Research Co. (FMR)

Role: Adviser

SEC File #: 801-07884

Location: Boston, MA

8.2

Name: FMR Investment Management (Uk) Ltd.

Role: Sub-Adviser

SEC File #: 801-28773

Location: Boston, MA

8.3

Name: FMR Co., Inc. (FMRC)

Role: Sub-Adviser

SEC File #: 801-03447

Location: Boston, MA

8.4

Name: Fidelity Investments Money Management, Inc.

Role: Sub-Adviser

SEC File #: 801-34590

Location: Boston, MA

8.5

Name: Fidelity Management & Research (Hong Kong) Ltd

Role: Sub-Adviser

SEC File #: 801-69507

Location: Hong Kong

Hong Kong, Sar

8.6

Name: Fidelity Management & Research (Japan) Ltd.

Role: Sub-Adviser

SEC File #: 801-69571

Location: Boston, MA

S 4:

Independent Public Accountant

13.1

Name: Deloitte & Touche LLP

Location: Boston, MA

S 4:

Custodian

15.1

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.2

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: JPMorgan Chase Bank, N.A.

Role: Sub-Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

S 4:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Bank of America Corp.

IRS #: 04-3410012

Type of security owned: Equity

Value of securities owned at period end ($000s): 41,424

25.2

Name: Citigroup, Inc.

IRS #: 04-3531811

Type of security owned: Equity

Value of securities owned at period end ($000s): 47,937

25.3

Name: Goldman Sachs Group, Inc.

IRS #: 13-5108880

Type of security owned: Equity

Value of securities owned at period end ($000s): 10,962

25.4

Name: JPMorgan Chase & Co.

IRS #: 13-3224016

Type of security owned: Equity

Value of securities owned at period end ($000s): 20,867

S 4:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

38,254

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

14,242

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

36,988

Reinvestment of dividends and distributions ................

57,156

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

14,360

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

46,538

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

17,445

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

31,198

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

14,869

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

41,972

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

15,038

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

34,911

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

14,786

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

229,861

Reinvestment of dividends and distributions ................

57,156

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

90,740

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 4:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 4:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? Yes

42.

For the period, the percentage of total dollars paid directly by the
Registrant/Series under the 12b-1 plan for each of the following:

Percentage of Total Amount Paid (%)
Advertising ............................................................

–

Printing & mailing of prospectuses to other than current shareholders ..

–

Payments to underwriters ...............................................

100

Payments to brokers or dealers .........................................

–

Direct payments to sales personnel .....................................

–

Payments to banks and savings & loans ..................................

–

Other uses, including payments to its Investment Adviser separate
from the advisory fee ................................................

–

Unallocated payments made for a combination of such services ...........

–

43.

Total amount paid directly by the Registrant/Series pursuant to its
12b-1 plan ($000s): 964

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 419

S 4:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? No

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? Yes

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

S 4:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 4:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? No

Growth? No

Growth and income? Yes

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? Yes

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S 4:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes to both

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes to both

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S 4:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 878,804

Sales ($000s): 666,603

Monthly average Value of portfolio ($000s): 3,376,673

Percent turnover (lesser of Purchases or Sales, divided by Value): 20%

S 4:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

198

Net dividend income ..............................................

13,124

Account maintenance fees .........................................

–

Net other income .................................................

18,258

Expenses ($000s)
Advisory fees ....................................................

6,919

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

2,165

Custodian fees ...................................................

58

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

7

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

646

Auditing fees ....................................................

47

Legal fees .......................................................

7

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

976

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

15

Total expenses ...................................................

10,840

Expense reimbursements ($000s): 83

Net investment income ($000s): 20,823

Realized capital gains ($000s): 91,765

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 164,446

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 6,185

Dividends for a second class of shares ($000s): 1,570

Total capital gains distributions for which the record date passed
during the period ($000s): 49,400

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.0000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S 4:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

–

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

1,818

Long-term debt securities, including convertible debt ............

1,015

Preferred, conv. preferred and adjustable-rate preferred stock ...

–

Common stock .....................................................

2,399,445

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

1,282,907

Receivables from portfolio instruments sold ......................

17,141

Receivables from affiliated persons ..............................

141

Other receivables ................................................

3,873

All other assets .................................................

–

Total assets .....................................................

3,706,340

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

16,838

Amounts owed to affiliated persons ...............................

1,873

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

19,377

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

3,668,252

Number of shares outstanding (000s): 158,068

Number of shares outstanding of a second class of shares (000s): 49,276

Net Asset Value (NAV) per share (to nearest cent): $0.00

Total number of shareholder accounts: 64

Total value of assets in segregated accounts ($000s): 1,520

75.

Monthly average net assets during the period ($000s): 3,502,397

Series 5

↑Information Common to All Funds/Series ↑List of 6 Funds/Series

7.

Name: VIP Growth Opportunities Portfolio [ now
Growth Opportunities Portfolio ] — S#7733

Is this the final Form N-SAR filed for this Fund/Series? No

S 5:

Investment Adviser

8.1

Name: Fidelity Management & Research Co. (FMR)

Role: Adviser

SEC File #: 801-07884

Location: Boston, MA

8.2

Name: FMR Investment Management (Uk) Ltd.

Role: Sub-Adviser

SEC File #: 801-28773

Location: Boston, MA

8.3

Name: FMR Co., Inc. (FMRC)

Role: Sub-Adviser

SEC File #: 801-03447

Location: Boston, MA

8.4

Name: Fidelity Management & Research (Hong Kong) Ltd

Role: Sub-Adviser

SEC File #: 801-69507

Location: Hong Kong

Hong Kong, Sar

8.5

Name: Fidelity Management & Research (Japan) Ltd.

Role: Sub-Adviser

SEC File #: 801-69571

Location: Boston, MA

S 5:

Independent Public Accountant

13.1

Name: Deloitte & Touche LLP

Location: Boston, MA

S 5:

Custodian

15.1

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.2

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: The Bank of New York Mellon

Role: Sub-Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

S 5:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? No

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: JPMorgan Chase & Co.

IRS #: 13-3224016

S 5:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

4,205

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

10,648

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

7,284

Reinvestment of dividends and distributions ................

66,518

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

7,920

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

12,953

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

10,501

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

13,862

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

5,512

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

12,718

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

7,073

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

10,389

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

9,611

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

61,411

Reinvestment of dividends and distributions ................

66,518

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

51,265

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 5:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 5:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? Yes

42.

For the period, the percentage of total dollars paid directly by the
Registrant/Series under the 12b-1 plan for each of the following:

Percentage of Total Amount Paid (%)
Advertising ............................................................

–

Printing & mailing of prospectuses to other than current shareholders ..

–

Payments to underwriters ...............................................

100

Payments to brokers or dealers .........................................

–

Direct payments to sales personnel .....................................

–

Payments to banks and savings & loans ..................................

–

Other uses, including payments to its Investment Adviser separate
from the advisory fee ................................................

–

Unallocated payments made for a combination of such services ...........

–

43.

Total amount paid directly by the Registrant/Series pursuant to its
12b-1 plan ($000s): 224

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 156

S 5:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? No

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? Yes

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

S 5:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 5:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? No

Growth? Yes

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S 5:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes No

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes to both

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S 5:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 168,072

Sales ($000s): 162,161

Monthly average Value of portfolio ($000s): 570,650

Percent turnover (lesser of Purchases or Sales, divided by Value): 28%

S 5:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

–

Net dividend income ..............................................

2,838

Account maintenance fees .........................................

–

Net other income .................................................

240

Expenses ($000s)
Advisory fees ....................................................

1,580

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

270

Custodian fees ...................................................

17

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

1

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

111

Auditing fees ....................................................

35

Legal fees .......................................................

6

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

224

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

2

Total expenses ...................................................

2,246

Expense reimbursements ($000s): 15

Net investment income ($000s): 847

Realized capital gains ($000s): 27,995

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 73,985

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 250

Dividends for a second class of shares ($000s): 133

Total capital gains distributions for which the record date passed
during the period ($000s): 66,134

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.0000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S 5:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

–

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

–

Long-term debt securities, including convertible debt ............

–

Preferred, conv. preferred and adjustable-rate preferred stock ...

6,777

Common stock .....................................................

617,794

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

38,456

Receivables from portfolio instruments sold ......................

1,327

Receivables from affiliated persons ..............................

85

Other receivables ................................................

320

All other assets .................................................

10

Total assets .....................................................

664,769

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

3,508

Amounts owed to affiliated persons ...............................

400

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

29,121

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

631,740

Number of shares outstanding (000s): 11,408

Number of shares outstanding of a second class of shares (000s): 8,001

Net Asset Value (NAV) per share (to nearest cent): $0.00

Total number of shareholder accounts: 78

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 580,709

Series 7

↑Information Common to All Funds/Series ↑List of 6 Funds/Series

7.

Name: VIP Growth & Income Portfolio [ now
Growth & Income Portfolio ] — S#7732 ⇒ QGI2Q

Is this the final Form N-SAR filed for this Fund/Series? No

S 7:

Investment Adviser

8.1

Name: Fidelity Management & Research Co. (FMR)

Role: Adviser

SEC File #: 801-07884

Location: Boston, MA

8.2

Name: FMR Investment Management (Uk) Ltd.

Role: Sub-Adviser

SEC File #: 801-28773

Location: Boston, MA

8.3

Name: FMR Co., Inc. (FMRC)

Role: Sub-Adviser

SEC File #: 801-03447

Location: Boston, MA

8.4

Name: Fidelity Management & Research (Hong Kong) Ltd

Role: Sub-Adviser

SEC File #: 801-69507

Location: Hong Kong

Hong Kong, Sar

8.5

Name: Fidelity Management & Research (Japan) Ltd.

Role: Sub-Adviser

SEC File #: 801-69571

Location: Boston, MA

S 7:

Independent Public Accountant

13.1

Name: Deloitte & Touche LLP

Location: Boston, MA

S 7:

Custodian

15.1

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.2

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: JPMorgan Chase Bank, N.A.

Role: Sub-Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

S 7:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Bank of America Corp.

IRS #: 04-3410012

Type of security owned: Equity

Value of securities owned at period end ($000s): 44,491

25.2

Name: Citigroup, Inc.

IRS #: 04-3531811

Type of security owned: Equity

Value of securities owned at period end ($000s): 42,022

25.3

Name: Goldman Sachs & Co.

IRS #: 13-5108880

Type of security owned: Equity

Value of securities owned at period end ($000s): 4,616

25.4

Name: JPMorgan Chase & Co.

IRS #: 13-3224016

Type of security owned: Equity

Value of securities owned at period end ($000s): 44,039

25.5

Name: Morgan Stanley

IRS #: 13-2655998

Type of security owned: Equity

Value of securities owned at period end ($000s): 10,061

S 7:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

80,500

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

16,089

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

29,353

Reinvestment of dividends and distributions ................

22,940

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

15,057

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

30,503

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

20,957

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

21,264

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

15,289

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

21,951

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

13,861

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

22,835

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

20,531

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

206,406

Reinvestment of dividends and distributions ................

22,940

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

101,784

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 7:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 7:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? Yes

42.

For the period, the percentage of total dollars paid directly by the
Registrant/Series under the 12b-1 plan for each of the following:

Percentage of Total Amount Paid (%)
Advertising ............................................................

–

Printing & mailing of prospectuses to other than current shareholders ..

–

Payments to underwriters ...............................................

100

Payments to brokers or dealers .........................................

–

Direct payments to sales personnel .....................................

–

Payments to banks and savings & loans ..................................

–

Other uses, including payments to its Investment Adviser separate
from the advisory fee ................................................

–

Unallocated payments made for a combination of such services ...........

–

43.

Total amount paid directly by the Registrant/Series pursuant to its
12b-1 plan ($000s): 574

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 358

S 7:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? No

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? Yes

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

S 7:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 7:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? No

Growth? No

Growth and income? Yes

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S 7:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes to both

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes No

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes to both

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S 7:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 312,917

Sales ($000s): 195,171

Monthly average Value of portfolio ($000s): 1,223,376

Percent turnover (lesser of Purchases or Sales, divided by Value): 32%

S 7:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

182

Net dividend income ..............................................

14,273

Account maintenance fees .........................................

–

Net other income .................................................

111

Expenses ($000s)
Advisory fees ....................................................

2,790

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

536

Custodian fees ...................................................

32

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

3

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

201

Auditing fees ....................................................

37

Legal fees .......................................................

3

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

574

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

6

Total expenses ...................................................

4,182

Expense reimbursements ($000s): 19

Net investment income ($000s): 10,403

Realized capital gains ($000s): 29,174

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 29,953

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 670

Dividends for a second class of shares ($000s): 348

Total capital gains distributions for which the record date passed
during the period ($000s): 21,922

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.0000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S 7:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

23

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

–

Long-term debt securities, including convertible debt ............

1,531

Preferred, conv. preferred and adjustable-rate preferred stock ...

4,729

Common stock .....................................................

1,281,002

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

32,780

Receivables from portfolio instruments sold ......................

521

Receivables from affiliated persons ..............................

22

Other receivables ................................................

2,249

All other assets .................................................

17

Total assets .....................................................

1,322,874

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

4,619

Amounts owed to affiliated persons ...............................

714

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

1,347

All other liabilities ..........................................

11,595

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

1,304,599

Number of shares outstanding (000s): 34,596

Number of shares outstanding of a second class of shares (000s): 28,311

Net Asset Value (NAV) per share (to nearest cent): $0.00

Total number of shareholder accounts: 80

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 1,253,798

Series 8

↑Information Common to All Funds/Series ↑List of 6 Funds/Series

7.

Name: VIP Mid Cap Portfolio [ now
Mid Cap Portfolio ] — S#7734 ⇒ XFBRX & XFBSX

Is this the final Form N-SAR filed for this Fund/Series? No

S 8:

Investment Adviser

8.1

Name: Fidelity Management & Research Co. (FMR)

Role: Adviser

SEC File #: 801-07884

Location: Boston, MA

8.2

Name: FMR Investment Management (Uk) Ltd.

Role: Sub-Adviser

SEC File #: 801-28773

Location: Boston, MA

8.3

Name: FMR Co., Inc. (FMRC)

Role: Sub-Adviser

SEC File #: 801-03447

Location: Boston, MA

8.4

Name: Fidelity Management & Research (Japan) Ltd.

Role: Sub-Adviser

SEC File #: 801-69571

Location: Boston, MA

8.5

Name: Fidelity Management & Research (Hong Kong) Ltd

Role: Sub-Adviser

SEC File #: 801-69507

Location: Hong Kong

Hong Kong, Sar

S 8:

Independent Public Accountant

13.1

Name: Pricewaterhousecoopers LLP

Location: Boston, MA

S 8:

Custodian

15.1

Name: Brown Brothers Harriman & Co.

Role: Custodian

Location: Boston, MA

Type of custody: Section 17(f)(1) — Bank

15.2

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.4

Name: Brown Brothers Harriman & Co.

Role: Sub-Custodian

Location: Boston, MA

Type of custody: Section 17(f)(1) — Bank

S 8:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? No

S 8:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

36,230

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

106,774

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

33,813

Reinvestment of dividends and distributions ................

347,175

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

94,211

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

111,695

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

287,178

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

25,727

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

81,321

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

28,798

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

86,342

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

37,107

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

175,772

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

273,370

Reinvestment of dividends and distributions ................

347,175

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

831,598

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 8:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 8:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? Yes

42.

For the period, the percentage of total dollars paid directly by the
Registrant/Series under the 12b-1 plan for each of the following:

Percentage of Total Amount Paid (%)
Advertising ............................................................

–

Printing & mailing of prospectuses to other than current shareholders ..

–

Payments to underwriters ...............................................

100

Payments to brokers or dealers .........................................

–

Direct payments to sales personnel .....................................

–

Payments to banks and savings & loans ..................................

–

Other uses, including payments to its Investment Adviser separate
from the advisory fee ................................................

–

Unallocated payments made for a combination of such services ...........

–

43.

Total amount paid directly by the Registrant/Series pursuant to its
12b-1 plan ($000s): 7,531

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 4,825

S 8:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? No

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? Yes

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

S 8:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 8:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? No

Growth? Yes

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S 8:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes No

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes No

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S 8:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 1,338,448

Sales ($000s): 1,808,655

Monthly average Value of portfolio ($000s): 8,355,694

Percent turnover (lesser of Purchases or Sales, divided by Value): 16%

S 8:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

22

Net dividend income ..............................................

54,597

Account maintenance fees .........................................

–

Net other income .................................................

477

Expenses ($000s)
Advisory fees ....................................................

22,914

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

3,012

Custodian fees ...................................................

87

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

17

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

9

Bookkeeping fees paid to anyone performing this service ..........

620

Auditing fees ....................................................

31

Legal fees .......................................................

7

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

7,531

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

39

Total expenses ...................................................

34,267

Expense reimbursements ($000s): 197

Net investment income ($000s): 21,026

Realized capital gains ($000s): 371,689

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 318,706

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 2,781

Dividends for a second class of shares ($000s): 7,980

Total capital gains distributions for which the record date passed
during the period ($000s): 336,415

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.0000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S 8:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

15

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

–

Long-term debt securities, including convertible debt ............

–

Preferred, conv. preferred and adjustable-rate preferred stock ...

10,623

Common stock .....................................................

8,372,701

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

138,611

Receivables from portfolio instruments sold ......................

39,276

Receivables from affiliated persons ..............................

68

Other receivables ................................................

8,748

All other assets .................................................

48

Total assets .....................................................

8,570,090

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

24,967

Amounts owed to affiliated persons ...............................

13,163

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

144,379

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

8,387,581

Number of shares outstanding (000s): 56,584

Number of shares outstanding of a second class of shares (000s): 184,751

Net Asset Value (NAV) per share (to nearest cent): $0.00

Total number of shareholder accounts: 229

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 8,400,788

Series 10

↑Information Common to All Funds/Series ↑List of 6 Funds/Series

7.

Name: VIP Dynamic Capital Appreciation Portfolio [ now
Dynamic Capital Appreciation Portfolio ] — S#7731

Is this the final Form N-SAR filed for this Fund/Series? No

S10:

Investment Adviser

8.1

Name: Fidelity Management & Research Co. (FMR)

Role: Adviser

SEC File #: 801-07884

Location: Boston, MA

8.2

Name: FMR Investment Management (Uk) Ltd.

Role: Sub-Adviser

SEC File #: 801-28773

Location: Boston, MA

8.3

Name: FMR Co., Inc. (FMRC)

Role: Sub-Adviser

SEC File #: 801-03447

Location: Boston, MA

8.4

Name: Fidelity Management & Research (Hong Kong) Ltd

Role: Sub-Adviser

SEC File #: 801-69507

Location: Hong Kong

Hong Kong, Sar

8.5

Name: Fidelity Management & Research (Japan) Ltd.

Role: Sub-Adviser

SEC File #: 801-69571

Location: Boston, MA

S10:

Independent Public Accountant

13.1

Name: Deloitte & Touche LLP

Location: Boston, MA

S10:

Custodian

15.1

Name: State Street Bank & Trust Co.

Role: Custodian

Location: Boston, MA

Type of custody: Section 17(f)(1) — Bank

15.2

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.4

Name: State Street Bank & Trust Co.

Role: Sub-Custodian

Location: Boston, MA

Type of custody: Section 17(f)(1) — Bank

S10:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Bank of America Corp.

IRS #: 04-3410012

Type of security owned: Equity

Value of securities owned at period end ($000s): 1,413

25.2

Name: Goldman Sachs & Co.

IRS #: 13-5108880

Type of security owned: Equity

Value of securities owned at period end ($000s): 3,533

25.3

Name: Morgan Stanley

IRS #: 13-2655998

Type of security owned: Equity

Value of securities owned at period end ($000s): 1,791

S10:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

158

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

5,933

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

1,501

Reinvestment of dividends and distributions ................

7,643

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

3,145

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

273

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

6,208

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

217

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

1,705

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

1,030

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

2,695

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

223

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

2,974

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

3,402

Reinvestment of dividends and distributions ................

7,643

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

22,660

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S10:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S10:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? Yes

42.

For the period, the percentage of total dollars paid directly by the
Registrant/Series under the 12b-1 plan for each of the following:

Percentage of Total Amount Paid (%)
Advertising ............................................................

–

Printing & mailing of prospectuses to other than current shareholders ..

–

Payments to underwriters ...............................................

100

Payments to brokers or dealers .........................................

–

Direct payments to sales personnel .....................................

–

Payments to banks and savings & loans ..................................

–

Other uses, including payments to its Investment Adviser separate
from the advisory fee ................................................

–

Unallocated payments made for a combination of such services ...........

–

43.

Total amount paid directly by the Registrant/Series pursuant to its
12b-1 plan ($000s): 21

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 6

S10:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? No

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? Yes

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

S10:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S10:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? Yes

Growth? No

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S10:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes No

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes No

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S10:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 88,551

Sales ($000s): 113,623

Monthly average Value of portfolio ($000s): 150,474

Percent turnover (lesser of Purchases or Sales, divided by Value): 59%

S10:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

–

Net dividend income ..............................................

1,187

Account maintenance fees .........................................

–

Net other income .................................................

30

Expenses ($000s)
Advisory fees ....................................................

421

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

97

Custodian fees ...................................................

28

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

–

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

30

Auditing fees ....................................................

24

Legal fees .......................................................

3

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

21

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

3

Total expenses ...................................................

627

Expense reimbursements ($000s): 9

Net investment income ($000s): 599

Realized capital gains ($000s): 9,127

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 4,485

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 415

Dividends for a second class of shares ($000s): 48

Total capital gains distributions for which the record date passed
during the period ($000s): 7,180

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.0000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S10:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

–

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

–

Long-term debt securities, including convertible debt ............

–

Preferred, conv. preferred and adjustable-rate preferred stock ...

–

Common stock .....................................................

141,857

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

10,803

Receivables from portfolio instruments sold ......................

2,080

Receivables from affiliated persons ..............................

10

Other receivables ................................................

63

All other assets .................................................

24

Total assets .....................................................

154,837

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

1,109

Amounts owed to affiliated persons ...............................

94

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

3,183

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

150,451

Number of shares outstanding (000s): 10,221

Number of shares outstanding of a second class of shares (000s): 1,346

Net Asset Value (NAV) per share (to nearest cent): $0.00

Total number of shareholder accounts: 29

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 154,483

Series 11

↑Information Common to All Funds/Series ↑List of 6 Funds/Series

7.

Name: VIP Value Strategies Portfolio [ now
Value Strategies Portfolio ] — S#7735

Is this the final Form N-SAR filed for this Fund/Series? No

S11:

Investment Adviser

8.1

Name: Fidelity Management & Research Co. (FMR)

Role: Adviser

SEC File #: 801-07884

Location: Boston, MA

8.2

Name: FMR Investment Management (Uk) Ltd.

Role: Sub-Adviser

SEC File #: 801-28773

Location: Boston, MA

8.3

Name: FMR Co., Inc. (FMRC)

Role: Sub-Adviser

SEC File #: 801-03447

Location: Boston, MA

8.4

Name: Fidelity Management & Research (Hong Kong) Ltd

Role: Sub-Adviser

SEC File #: 801-69507

Location: Hong Kong

Hong Kong, Sar

8.5

Name: Fidelity Management & Research (Japan) Ltd.

Role: Sub-Adviser

SEC File #: 801-69571

Location: Boston, MA

S11:

Independent Public Accountant

13.1

Name: Deloitte & Touche LLP

Location: Boston, MA

S11:

Custodian

15.1

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.2

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: The Bank of New York Mellon

Role: Sub-Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

S11:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? No

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Bank of America Corp.

IRS #: 04-3410012

25.2

Name: Barclays plc

IRS #: 13-4942190

25.3

Name: Citigroup, Inc.

IRS #: 04-3531811

S11:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

3,344

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

12,782

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

5,300

Reinvestment of dividends and distributions ................

85,200

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

4,117

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

4,776

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

8,245

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

2,215

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

5,060

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

2,479

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

4,984

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

2,687

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

8,536

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

20,801

Reinvestment of dividends and distributions ................

85,200

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

43,724

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S11:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S11:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? Yes

42.

For the period, the percentage of total dollars paid directly by the
Registrant/Series under the 12b-1 plan for each of the following:

Percentage of Total Amount Paid (%)
Advertising ............................................................

–

Printing & mailing of prospectuses to other than current shareholders ..

–

Payments to underwriters ...............................................

100

Payments to brokers or dealers .........................................

–

Direct payments to sales personnel .....................................

–

Payments to banks and savings & loans ..................................

–

Other uses, including payments to its Investment Adviser separate
from the advisory fee ................................................

–

Unallocated payments made for a combination of such services ...........

–

43.

Total amount paid directly by the Registrant/Series pursuant to its
12b-1 plan ($000s): 259

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 106

S11:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? No

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? Yes

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

S11:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S11:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? Yes

Growth? No

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S11:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes No

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes No

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S11:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 149,688

Sales ($000s): 171,215

Monthly average Value of portfolio ($000s): 428,591

Percent turnover (lesser of Purchases or Sales, divided by Value): 35%

S11:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

452

Net dividend income ..............................................

4,400

Account maintenance fees .........................................

–

Net other income .................................................

21

Expenses ($000s)
Advisory fees ....................................................

1,179

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

190

Custodian fees ...................................................

37

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

1

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

1

Bookkeeping fees paid to anyone performing this service ..........

84

Auditing fees ....................................................

35

Legal fees .......................................................

2

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

259

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

2

Total expenses ...................................................

1,790

Expense reimbursements ($000s): 17

Net investment income ($000s): 3,100

Realized capital gains ($000s): 23,150

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 12,902

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 527

Dividends for a second class of shares ($000s): 479

Total capital gains distributions for which the record date passed
during the period ($000s): 84,194

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.0000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S11:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

–

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

–

Long-term debt securities, including convertible debt ............

1,541

Preferred, conv. preferred and adjustable-rate preferred stock ...

–

Common stock .....................................................

434,394

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

8,164

Receivables from portfolio instruments sold ......................

6,053

Receivables from affiliated persons ..............................

5

Other receivables ................................................

743

All other assets .................................................

721

Total assets .....................................................

451,621

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

5,587

Amounts owed to affiliated persons ...............................

289

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

8,768

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

436,977

Number of shares outstanding (000s): 15,313

Number of shares outstanding of a second class of shares (000s): 16,151

Net Asset Value (NAV) per share (to nearest cent): $0.00

Total number of shareholder accounts: 68

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 432,379

Signature

↑Top of Form N-SAR

Variable Insurance Products Fund III – ‘NSAR-A’ for 6/30/17

On: Monday, 8/28/17, at 10:53am ET · Effective: 8/28/17 · For: 6/30/17 · Accession #: 927384-17-12 · File #: 811-07205

Previous ‘NSAR-A’: ‘NSAR-A’ on 8/26/16 for 6/30/16 · Latest ‘NSAR-A’: This Filing

Semi-Annual Report by an Investment Company — Form N-SAR — ICA’40
Filing Table of Contents

‘NSAR-A’ — Answer File

Variable Insurance Products Fund III – ‘NSAR-A’ for 6/30/17

On: Monday, 8/28/17, at 10:53am ET · Effective: 8/28/17 · For: 6/30/17 · Accession #: 927384-17-12 · File #: 811-07205

Previous ‘NSAR-A’: ‘NSAR-A’ on 8/26/16 for 6/30/16 · Latest ‘NSAR-A’: This Filing

Semi-Annual Report by an Investment Company — Form N-SAR — ICA’40Filing Table of Contents

‘NSAR-A’ — Answer File

Semi-Annual Report by an Investment Company — Form N-SAR — ICA’40
Filing Table of Contents