N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4118

Fidelity Securities Fund
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:

July 31

 

 

Date of reporting period:

July 31, 2014

Item 1. Reports to Stockholders

Fidelity®

Blue Chip Growth

Fund -
Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class K A

21.23%

19.39%

9.26%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity® Blue Chip Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period. See footnote A above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Class K shares advanced 21.23%, outpacing the 18.69% gain of the Russell 1000® Growth Index. Security selection in the software & services industry helped the most, including social networking firm Facebook, our largest position, on average, and the fund's largest relative contributor. Strong revenue from its mobile advertising business helped Facebook produce much better-than-expected first- and second-quarter 2014 earnings and sales results, lifting its stock. Notably, Facebook's increasing popularity among consumers, including its website and mobile application, boosted its share of advertising dollars. I continued to believe in the company's growth potential due to its massive reach and its ability to target ads to very specific consumers. Conversely, not owning enough of software and index giant Microsoft hurt results. Shares began to rally just before the start of the period after the firm reported sales greater than analysts' estimates. The stock was further driven by an improved macroeconomic environment and a stabilizing market for personal computers. The company also appointed a new CEO in February, a move that prompted us to add to our position in the stock, even though Microsoft remained an underweighting at period end.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Blue Chip Growth

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.20

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.83

$ 4.01

Class K

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.00

$ 3.49

HypotheticalA

 

$ 1,000.00

$ 1,021.42

$ 3.41

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.5

3.7

Google, Inc. Class A

2.9

6.0

Gilead Sciences, Inc.

2.7

3.1

Google, Inc. Class C

2.7

0.0

Facebook, Inc. Class A

2.4

2.8

Amazon.com, Inc.

2.3

2.3

Home Depot, Inc.

1.6

1.5

The Walt Disney Co.

1.6

0.3

Keurig Green Mountain, Inc.

1.5

1.3

Comcast Corp. Class A

1.5

1.5

 

25.7

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

33.5

31.1

Consumer Discretionary

21.2

21.2

Health Care

15.3

16.4

Industrials

9.1

10.5

Consumer Staples

8.9

10.3

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

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Stocks 99.3%

 

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Stocks 99.8%

 

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Convertible
Securities 0.6%

 

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Convertible
Securities 0.1%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 0.1%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 0.1%

 

* Foreign investments

10.8%

 

** Foreign investments

9.8%

 

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Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 21.1%

Auto Components - 0.4%

Johnson Controls, Inc.

549,600

$ 25,963

Magna International, Inc. Class A (sub. vtg.)

319,725

34,334

 

60,297

Automobiles - 0.3%

Mahindra & Mahindra Ltd.

169,209

3,331

Tesla Motors, Inc. (a)(e)

202,856

45,298

 

48,629

Diversified Consumer Services - 0.5%

H&R Block, Inc.

1,229,500

39,504

Kroton Educacional SA

1,180,000

31,425

ServiceMaster Global Holdings, Inc.

490,500

8,618

 

79,547

Hotels, Restaurants & Leisure - 5.2%

500.com Ltd. sponsored ADR Class A (e)

342,236

12,625

Buffalo Wild Wings, Inc. (a)

77,538

11,268

China Lodging Group Ltd. ADR (a)

270,800

6,756

Chipotle Mexican Grill, Inc. (a)

228,417

153,610

Domino's Pizza, Inc.

116,300

8,374

Dunkin' Brands Group, Inc.

398,300

17,071

Fiesta Restaurant Group, Inc. (a)

253,700

11,513

Hilton Worldwide Holdings, Inc.

496,600

12,023

Home Inns & Hotels Management, Inc. sponsored ADR (a)

308,094

10,993

Hyatt Hotels Corp. Class A (a)

601,100

35,363

Las Vegas Sands Corp.

2,174,794

160,609

Melco Crown Entertainment Ltd. sponsored ADR

547,600

18,180

MGM Mirage, Inc. (a)

1,207,300

32,404

Multimedia Games Holding Co., Inc. (a)

263,585

6,358

Panera Bread Co. Class A (a)

344,256

50,709

Starbucks Corp.

2,555,922

198,544

Whitbread PLC

310,250

22,539

Wynn Resorts Ltd.

99,461

21,205

Yum! Brands, Inc.

1,023,649

71,041

Zoe's Kitchen, Inc. (e)

172,800

5,013

 

866,198

Household Durables - 0.4%

D.R. Horton, Inc.

1,166,200

24,140

Whirlpool Corp.

267,400

38,142

 

62,282

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - 4.3%

Amazon.com, Inc. (a)

1,215,944

$ 380,578

Ctrip.com International Ltd. sponsored ADR (a)

388,484

24,875

Expedia, Inc.

285,489

22,674

Groupon, Inc. Class A (a)(e)

1,564,200

10,120

HomeAway, Inc. (a)

376,500

13,072

MakeMyTrip Ltd. (a)

327,100

9,901

Netflix, Inc. (a)

66,623

28,163

priceline.com, Inc. (a)

156,700

194,692

RetailMeNot, Inc. (e)

223,500

5,467

Vipshop Holdings Ltd. ADR (a)

91,500

18,807

 

708,349

Leisure Products - 0.1%

NJOY, Inc. (a)(f)

1,178,168

19,942

Media - 3.5%

Comcast Corp. Class A

4,620,836

248,278

DISH Network Corp. Class A (a)

221,600

13,708

Lions Gate Entertainment Corp.

285,400

8,790

Naspers Ltd. Class N

55,700

6,912

The Walt Disney Co.

3,018,200

259,203

Time Warner Cable, Inc.

118,545

17,201

Time Warner, Inc.

228,100

18,937

 

573,029

Multiline Retail - 1.1%

Dollar General Corp. (a)

165,700

9,152

Macy's, Inc.

1,396,785

80,720

Target Corp.

1,519,723

90,560

 

180,432

Specialty Retail - 3.7%

Abercrombie & Fitch Co. Class A

443,592

17,451

AutoZone, Inc. (a)

12,726

6,580

Home Depot, Inc.

3,296,500

266,522

L Brands, Inc.

754,082

43,714

Lumber Liquidators Holdings, Inc. (a)

195,600

10,605

Murphy U.S.A., Inc. (a)

792,770

39,179

Restoration Hardware Holdings, Inc. (a)

983,822

80,467

Ross Stores, Inc.

947,063

60,991

TJX Companies, Inc.

1,806,752

96,282

 

621,791

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 1.6%

G-III Apparel Group Ltd. (a)

65,000

$ 5,049

Kate Spade & Co. (a)

1,493,804

56,511

lululemon athletica, Inc. (a)

369,881

14,229

Michael Kors Holdings Ltd. (a)

667,372

54,377

NIKE, Inc. Class B

556,575

42,929

Pandora A/S

240,500

16,517

PVH Corp.

424,176

46,736

Ralph Lauren Corp.

201,700

31,437

Under Armour, Inc. Class A (sub. vtg.) (a)

28,200

1,882

 

269,667

TOTAL CONSUMER DISCRETIONARY

3,490,163

CONSUMER STAPLES - 8.9%

Beverages - 2.7%

Anheuser-Busch InBev SA NV ADR

444,891

48,039

Monster Beverage Corp. (a)

1,046,435

66,930

PepsiCo, Inc.

1,881,054

165,721

The Coca-Cola Co.

4,173,852

163,991

 

444,681

Food & Staples Retailing - 2.4%

Costco Wholesale Corp.

882,500

103,729

CVS Caremark Corp.

1,902,400

145,267

Kroger Co.

1,959,787

95,990

Sprouts Farmers Market LLC (e)

952,877

29,072

Whole Foods Market, Inc.

747,110

28,555

 

402,613

Food Products - 2.4%

Associated British Foods PLC

392,700

18,418

Bunge Ltd.

359,267

28,325

Dean Foods Co.

290,300

4,447

Keurig Green Mountain, Inc.

2,130,788

254,160

Mead Johnson Nutrition Co. Class A

885,994

81,015

WhiteWave Foods Co. (a)

470,269

14,009

 

400,374

Household Products - 0.6%

Procter & Gamble Co.

1,093,004

84,511

Svenska Cellulosa AB (SCA) (B Shares)

537,600

13,288

 

97,799

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Personal Products - 0.2%

Coty, Inc. Class A

521,400

$ 8,921

Herbalife Ltd.

586,158

30,715

Natura Cosmeticos SA

89,700

1,397

 

41,033

Tobacco - 0.6%

Lorillard, Inc.

1,584,827

95,850

TOTAL CONSUMER STAPLES

1,482,350

ENERGY - 5.0%

Energy Equipment & Services - 1.0%

Halliburton Co.

2,035,876

140,455

National Oilwell Varco, Inc.

141,900

11,500

Schlumberger Ltd.

103,100

11,175

Seventy Seven Energy, Inc. (a)

17,719

397

Transocean Partners LLC (a)

113,800

2,765

 

166,292

Oil, Gas & Consumable Fuels - 4.0%

Anadarko Petroleum Corp.

908,400

97,063

BG Group PLC

317,500

6,261

Cabot Oil & Gas Corp.

297,078

9,789

Canadian Natural Resources Ltd.

297,800

12,982

Carrizo Oil & Gas, Inc. (a)

234,600

14,407

Cheniere Energy, Inc. (a)

220,880

15,629

Chevron Corp.

25,400

3,283

Cimarex Energy Co.

396,607

55,136

Continental Resources, Inc. (a)

434,000

63,703

EOG Resources, Inc.

832,524

91,111

Golar LNG Ltd.

143,000

8,810

Hess Corp.

293,178

29,019

Marathon Petroleum Corp.

185,900

15,519

Memorial Resource Development Corp.

276,000

6,342

Navigator Holdings Ltd. (a)

113,800

3,169

Newfield Exploration Co. (a)

986,600

39,760

Phillips 66 Co.

282,833

22,941

Pioneer Natural Resources Co.

451,000

99,878

PrairieSky Royalty Ltd.

191,600

6,924

Rice Energy, Inc.

543,200

14,286

Scorpio Tankers, Inc.

682,500

6,409

Targa Resources Corp.

69,700

8,887

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Corp.

54,300

$ 3,022

Valero Energy Corp.

414,944

21,079

 

655,409

TOTAL ENERGY

821,701

FINANCIALS - 4.6%

Banks - 2.4%

Axis Bank Ltd.

953,180

6,305

Bank of America Corp.

6,449,587

98,356

Citigroup, Inc.

2,178,590

106,555

HDFC Bank Ltd. sponsored ADR

409,100

19,391

ICICI Bank Ltd. sponsored ADR

476,229

23,821

JPMorgan Chase & Co.

2,401,777

138,510

Punjab National Bank

189,600

3,034

Yes Bank Ltd.

170,103

1,500

 

397,472

Capital Markets - 1.1%

Ameriprise Financial, Inc.

187,753

22,455

BlackRock, Inc. Class A

179,900

54,821

Carlyle Group LP

275,200

9,186

Invesco Ltd.

620,572

23,352

Morgan Stanley

1,475,351

47,713

Och-Ziff Capital Management Group LLC Class A

936,700

12,748

State Street Corp.

72,100

5,079

The Blackstone Group LP

425,600

13,909

 

189,263

Consumer Finance - 0.7%

American Express Co.

1,193,544

105,032

Capital One Financial Corp.

137,900

10,969

Shriram Transport Finance Co. Ltd.

339,455

5,006

 

121,007

Insurance - 0.1%

MetLife, Inc.

275,700

14,502

Real Estate Management & Development - 0.2%

Howard Hughes Corp. (a)

53,100

7,722

Parsvnath Developers Ltd. (a)(d)

21,771,340

9,495

Realogy Holdings Corp. (a)

465,467

17,111

 

34,328

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Housing Development Finance Corp. Ltd.

697,722

$ 12,219

TOTAL FINANCIALS

768,791

HEALTH CARE - 15.3%

Biotechnology - 8.4%

Acceleron Pharma, Inc.

42,800

1,268

Agios Pharmaceuticals, Inc.

161,640

6,514

Alexion Pharmaceuticals, Inc. (a)

628,996

100,004

Alkermes PLC (a)

711,400

30,419

Alnylam Pharmaceuticals, Inc. (a)

616,063

33,298

Amgen, Inc.

1,470,202

187,289

Avalanche Biotechnologies, Inc. (a)

22,200

621

BioCryst Pharmaceuticals, Inc. (a)

833,700

10,438

Biogen Idec, Inc. (a)

742,100

248,151

BioMarin Pharmaceutical, Inc. (a)

281,704

17,415

Bluebird Bio, Inc. (a)

124,700

4,165

Celgene Corp. (a)

28,000

2,440

Dicerna Pharmaceuticals, Inc.

161,260

2,422

Exelixis, Inc. (a)

2,632,000

10,633

Gilead Sciences, Inc. (a)

4,887,260

447,429

Grifols SA

130,700

5,919

Intercept Pharmaceuticals, Inc. (a)

85,300

19,820

InterMune, Inc. (a)

375,237

16,462

Intrexon Corp. (e)

234,059

5,170

Ironwood Pharmaceuticals, Inc. Class A (a)

907,481

13,431

Isis Pharmaceuticals, Inc. (a)

63,700

1,974

Keryx Biopharmaceuticals, Inc. (a)(e)

528,873

7,960

KYTHERA Biopharmaceuticals, Inc. (a)(e)

263,156

8,837

Merrimack Pharmaceuticals, Inc. (a)

1,594,658

9,424

Neurocrine Biosciences, Inc. (a)

442,100

6,004

NPS Pharmaceuticals, Inc. (a)

88,000

2,459

Pharmacyclics, Inc. (a)

170,900

20,583

Puma Biotechnology, Inc. (a)

51,700

11,463

Regeneron Pharmaceuticals, Inc. (a)

329,489

104,191

Seattle Genetics, Inc. (a)

158,900

5,593

Synageva BioPharma Corp. (a)

130,800

8,948

Ultragenyx Pharmaceutical, Inc. (e)

26,500

1,158

uniQure B.V.

305,687

3,124

Vertex Pharmaceuticals, Inc. (a)

421,660

37,490

 

1,392,516

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - 0.9%

Accuray, Inc. (a)(e)

935,165

$ 7,360

Boston Scientific Corp. (a)

2,388,900

30,530

Insulet Corp. (a)

88,000

3,110

Intuitive Surgical, Inc. (a)

92,207

42,189

Novadaq Technologies, Inc. (a)

607,819

9,324

The Cooper Companies, Inc.

324,630

52,226

Zeltiq Aesthetics, Inc. (a)

203,500

4,119

 

148,858

Health Care Providers & Services - 0.7%

Apollo Hospitals Enterprise Ltd.

936,371

15,608

Cardinal Health, Inc.

313,331

22,450

Express Scripts Holding Co. (a)

48,000

3,343

HCA Holdings, Inc. (a)

762,500

49,799

Healthequity, Inc. (a)

41,900

737

iKang Healthcare Group, Inc. sponsored ADR (e)

270,505

5,075

Qualicorp SA (a)

1,151,000

13,317

 

110,329

Health Care Technology - 0.3%

Allscripts Healthcare Solutions, Inc. (a)

310,100

4,937

athenahealth, Inc. (a)

76,475

9,513

Castlight Health, Inc. Class B (a)(e)

133,859

1,795

Cerner Corp. (a)

751,218

41,467

 

57,712

Life Sciences Tools & Services - 0.9%

Agilent Technologies, Inc.

366,510

20,558

Genfit (a)

89,600

3,370

Illumina, Inc. (a)

688,535

110,104

Lonza Group AG

38,412

4,269

Thermo Fisher Scientific, Inc.

55,800

6,780

 

145,081

Pharmaceuticals - 4.1%

AbbVie, Inc.

2,397,806

125,501

Achaogen, Inc. (a)

331,200

3,580

Actavis PLC (a)

845,755

181,211

Allergan, Inc.

278,273

46,154

GW Pharmaceuticals PLC ADR (a)(e)

265,666

22,475

Jazz Pharmaceuticals PLC (a)

11,500

1,607

Johnson & Johnson

188,500

18,867

Merck & Co., Inc.

588,603

33,397

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Pacira Pharmaceuticals, Inc. (a)

117,166

$ 10,779

Perrigo Co. PLC

135,440

20,377

Salix Pharmaceuticals Ltd. (a)

235,837

31,109

Shire PLC sponsored ADR

160,659

39,602

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,034,900

55,367

Valeant Pharmaceuticals International (Canada) (a)

824,300

96,639

 

686,665

TOTAL HEALTH CARE

2,541,161

INDUSTRIALS - 9.1%

Aerospace & Defense - 1.8%

Honeywell International, Inc.

890,300

81,756

Precision Castparts Corp.

272,800

62,417

The Boeing Co.

983,626

118,507

United Technologies Corp.

277,900

29,221

 

291,901

Air Freight & Logistics - 0.7%

C.H. Robinson Worldwide, Inc.

80,900

5,458

FedEx Corp.

233,678

34,323

Hub Group, Inc. Class A (a)

168,200

7,767

United Parcel Service, Inc. Class B

551,800

53,574

XPO Logistics, Inc. (a)(e)

524,500

16,202

 

117,324

Airlines - 1.8%

American Airlines Group, Inc.

4,098,693

159,234

Azul-Linhas Aereas Brasileiras warrants (f)

165,571

0

Delta Air Lines, Inc.

1,778,500

66,623

Southwest Airlines Co.

421,502

11,920

Spirit Airlines, Inc. (a)

856,400

56,026

United Continental Holdings, Inc. (a)

167,700

7,780

 

301,583

Building Products - 0.1%

A.O. Smith Corp.

274,454

12,817

Electrical Equipment - 0.7%

Acuity Brands, Inc.

145,800

15,640

Eaton Corp. PLC

684,100

46,464

Generac Holdings, Inc. (a)

187,701

8,146

SolarCity Corp. (a)(e)

410,032

29,330

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Electrical Equipment - continued

TCP International Holdings Ltd.

470,900

$ 4,069

Vestas Wind Systems A/S (a)

231,300

10,464

 

114,113

Industrial Conglomerates - 0.8%

Danaher Corp.

1,876,700

138,651

Machinery - 1.4%

Caterpillar, Inc.

500,900

50,466

Cummins, Inc.

716,661

99,895

Ingersoll-Rand PLC

599,184

35,226

ITT Corp.

388,800

17,873

Manitowoc Co., Inc.

640,900

17,022

Navistar International Corp. (a)(e)

364,600

12,823

 

233,305

Professional Services - 0.2%

Huron Consulting Group, Inc. (a)

194,520

11,757

Towers Watson & Co.

205,587

20,974

 

32,731

Road & Rail - 1.4%

Avis Budget Group, Inc. (a)

260,463

14,635

Canadian Pacific Railway Ltd.

192,000

36,509

Hertz Global Holdings, Inc. (a)

1,182,296

33,364

J.B. Hunt Transport Services, Inc.

509,700

39,379

Landstar System, Inc.

76,700

5,072

Union Pacific Corp.

1,142,600

112,329

 

241,288

Trading Companies & Distributors - 0.2%

United Rentals, Inc. (a)

257,800

27,301

TOTAL INDUSTRIALS

1,511,014

INFORMATION TECHNOLOGY - 33.0%

Communications Equipment - 2.0%

Arista Networks, Inc. (e)

112,200

7,419

Cisco Systems, Inc.

195,100

4,922

F5 Networks, Inc. (a)

237,906

26,786

Palo Alto Networks, Inc. (a)

345,746

27,957

QUALCOMM, Inc.

3,153,414

232,407

Riverbed Technology, Inc. (a)

1,434,841

25,684

 

325,175

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 0.3%

InvenSense, Inc. (a)(e)

1,264,980

$ 29,107

Samsung SDI Co. Ltd.

10,144

1,562

TE Connectivity Ltd.

360,812

22,331

 

53,000

Internet Software & Services - 11.2%

Akamai Technologies, Inc. (a)

563,430

33,254

Baidu.com, Inc. sponsored ADR (a)

313,600

67,753

Cornerstone OnDemand, Inc. (a)

264,000

11,046

Dropbox, Inc. (a)(f)

1,003,814

19,174

Facebook, Inc. Class A (a)

5,456,001

396,378

Gogo, Inc. (a)(e)

821,400

13,315

Google, Inc.:

Class A (a)

827,454

479,551

Class C (a)

776,454

443,821

IAC/InterActiveCorp

592,300

39,803

INFO Edge India Ltd.

405,018

4,590

Just Dial Ltd. (a)

669,562

18,381

LinkedIn Corp. (a)

58,500

10,567

Naver Corp.

54,864

39,170

Rackspace Hosting, Inc. (a)

1,746,801

52,911

Tencent Holdings Ltd.

3,704,500

60,160

Twitter, Inc.

1,214,700

54,892

Wix.com Ltd. (a)

172,600

2,926

Xoom Corp. (a)

418,275

9,060

Xunlei Ltd. sponsored ADR (e)

88,400

1,062

Yahoo!, Inc. (a)

2,666,576

95,490

Zoopla Property Group PLC

1,328,700

5,653

 

1,858,957

IT Services - 4.1%

Cognizant Technology Solutions Corp. Class A (a)

3,939,554

193,235

MasterCard, Inc. Class A

2,820,400

209,133

VeriFone Systems, Inc. (a)

991,400

33,222

Visa, Inc. Class A

1,127,999

238,019

 

673,609

Semiconductors & Semiconductor Equipment - 4.1%

Broadcom Corp. Class A

680,000

26,017

Canadian Solar, Inc. (a)(e)

484,500

12,093

Cavium, Inc. (a)

882,401

41,164

Cree, Inc. (a)

698,453

32,988

Cypress Semiconductor Corp. (e)

3,118,484

31,528

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

eMemory Technology, Inc.

155,000

$ 1,405

First Solar, Inc. (a)

1,142,300

72,091

Freescale Semiconductor, Inc. (a)

1,654,654

33,126

GCL-Poly Energy Holdings Ltd. (a)

11,669,000

3,767

GT Advanced Technologies, Inc. (a)(e)

320,400

4,434

Integrated Device Technology, Inc. (a)

796,400

11,436

MediaTek, Inc.

491,000

7,580

Mellanox Technologies Ltd. (a)

138,000

5,748

Micron Technology, Inc. (a)

3,097,500

94,629

Monolithic Power Systems, Inc.

201,194

8,297

NVIDIA Corp.

1,196,370

20,936

NXP Semiconductors NV (a)

3,689,907

230,066

RF Micro Devices, Inc. (a)

1,054,300

11,766

Silicon Laboratories, Inc. (a)

94,053

3,831

SunEdison, Inc. (a)

846,845

16,937

SunPower Corp. (a)(e)

145,100

5,330

 

675,169

Software - 4.2%

Activision Blizzard, Inc.

4,452,900

99,656

Adobe Systems, Inc. (a)

924,250

63,875

CommVault Systems, Inc. (a)

21,788

1,046

Concur Technologies, Inc. (a)

60,600

5,633

Electronic Arts, Inc. (a)

612,486

20,580

Fortinet, Inc. (a)

568,596

13,959

Imperva, Inc. (a)

129,076

2,862

Intuit, Inc.

122,800

10,066

Microsoft Corp.

5,376,644

232,056

Red Hat, Inc. (a)

212,400

12,345

salesforce.com, Inc. (a)

4,125,869

223,828

Zynga, Inc. (a)

2,267,483

6,621

 

692,527

Technology Hardware, Storage & Peripherals - 7.1%

Apple, Inc.

11,237,609

1,073,976

BlackBerry Ltd. (a)

4,993,900

46,593

Cray, Inc. (a)

60,000

1,591

Hewlett-Packard Co.

1,059,400

37,725

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - continued

NCR Corp. (a)

716,126

$ 22,164

Nimble Storage, Inc.

119,706

3,098

 

1,185,147

TOTAL INFORMATION TECHNOLOGY

5,463,584

MATERIALS - 2.0%

Chemicals - 1.9%

Cabot Corp.

319,799

16,754

Celanese Corp. Class A

251,250

14,625

Eastman Chemical Co.

751,300

59,187

Huntsman Corp.

675,161

17,588

Intrepid Potash, Inc. (a)(e)

515,965

7,641

LyondellBasell Industries NV Class A

167,425

17,789

Monsanto Co.

1,154,300

130,540

Orion Engineered Carbons SA (a)

195,700

3,327

Potash Corp. of Saskatchewan, Inc. (e)

433,661

15,396

The Mosaic Co.

315,219

14,535

Westlake Chemical Corp.

154,900

13,537

 

310,919

Construction Materials - 0.1%

CaesarStone Sdot-Yam Ltd.

221,500

9,604

Metals & Mining - 0.0%

Freeport-McMoRan Copper & Gold, Inc.

226,200

8,419

TOTAL MATERIALS

328,942

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.0%

Jazztel PLC (a)

573,300

7,731

Wireless Telecommunication Services - 0.2%

Bharti Infratel Ltd. (a)

3,161,156

13,351

RingCentral, Inc.

140,250

2,094

T-Mobile U.S., Inc. (a)

305,909

10,077

 

25,522

TOTAL TELECOMMUNICATION SERVICES

33,253

Common Stocks - continued

Shares

Value (000s)

UTILITIES - 0.1%

Independent Power and Renewable Electricity Producers - 0.1%

Abengoa Yield PLC

83,100

$ 3,007

NextEra Energy Partners LP

229,100

7,799

 

10,806

Independent Power Producers & Energy Traders - 0.0%

Dynegy, Inc. (a)

390,232

10,361

TOTAL UTILITIES

21,167

TOTAL COMMON STOCKS

(Cost $11,209,369)


16,462,126

Convertible Preferred Stocks - 0.6%

 

 

 

 

CONSUMER DISCRETIONARY - 0.1%

Leisure Products - 0.1%

NJOY, Inc.:

Series C (a)(f)

607,766

10,287

Series D (f)

149,114

2,524

 

12,811

INDUSTRIALS - 0.0%

Airlines - 0.0%

Azul-Linhas Aereas Brasileiras Series B (f)

165,571

7,298

INFORMATION TECHNOLOGY - 0.5%

Internet Software & Services - 0.5%

New Relic, Inc. Series F (f)

152,912

4,127

Uber Technologies, Inc. 8.00% (f)

1,289,237

80,000

 

84,127

Software - 0.0%

Cloudera, Inc. Series F (f)

186,078

2,910

TOTAL INFORMATION TECHNOLOGY

87,037

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $101,593)


107,146

Money Market Funds - 1.2%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.11% (b)

9,495,233

$ 9,495

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

185,310,929

185,311

TOTAL MONEY MARKET FUNDS

(Cost $194,806)


194,806

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $11,505,768)

16,764,078

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(182,107)

NET ASSETS - 100%

$ 16,581,971

Legend

(a) Non-income producing

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

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

(d) Affiliated company

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

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $146,262,000 or 0.9% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Azul-Linhas Aereas Brasileiras Series B

12/24/13

$ 7,023

Azul-Linhas Aereas Brasileiras warrants

12/24/13

$ 0

Cloudera, Inc. Series F

2/5/14

$ 2,709

Dropbox, Inc.

5/2/12

$ 9,084

New Relic, Inc. Series F

4/17/14

$ 4,424

NJOY, Inc.

9/11/13

$ 9,520

NJOY, Inc. Series C

6/7/13

$ 4,913

Security

Acquisition Date

Acquisition Cost (000s)

NJOY, Inc. Series D

2/14/14

$ 2,524

Uber Technologies, Inc. 8.00%

6/6/14

$ 80,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 24

Fidelity Securities Lending Cash Central Fund

1,908

Total

$ 1,932

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Parsvnath Developers Ltd.

$ 10,232

$ -

$ -

$ -

$ 9,495

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,502,974

$ 3,466,890

$ 3,331

$ 32,753

Consumer Staples

1,482,350

1,482,350

-

-

Energy

821,701

815,440

6,261

-

Financials

768,791

731,232

37,559

-

Health Care

2,541,161

2,525,553

15,608

-

Industrials

1,518,312

1,511,014

-

7,298

Information Technology

5,550,621

5,307,795

136,615

106,211

Materials

328,942

328,942

-

-

Telecommunication Services

33,253

19,902

13,351

-

Utilities

21,167

21,167

-

-

Money Market Funds

194,806

194,806

-

-

Total Investments in Securities:

$ 16,764,078

$ 16,405,091

$ 212,725

$ 146,262

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

United States of America

89.2%

Ireland

1.9%

Canada

1.9%

Cayman Islands

1.5%

Netherlands

1.5%

Others (Individually Less Than 1%)

4.0%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $175,711) - See accompanying schedule:

Unaffiliated issuers (cost $11,280,111)

$ 16,559,777

 

Fidelity Central Funds (cost $194,806)

194,806

 

Other affiliated issuers (cost $30,851)

9,495

 

Total Investments (cost $11,505,768)

 

$ 16,764,078

Cash

 

443

Foreign currency held at value (cost $2,445)

2,445

Receivable for investments sold

113,939

Receivable for fund shares sold

19,313

Dividends receivable

6,394

Distributions receivable from Fidelity Central Funds

248

Receivable from investment adviser for expense reductions

7

Other receivables

820

Total assets

16,907,687

 

 

 

Liabilities

Payable for investments purchased

$ 107,464

Payable for fund shares redeemed

20,068

Accrued management fee

8,550

Other affiliated payables

2,007

Other payables and accrued expenses

2,316

Collateral on securities loaned, at value

185,311

Total liabilities

325,716

 

 

 

Net Assets

$ 16,581,971

Net Assets consist of:

 

Paid in capital

$ 10,478,889

Undistributed net investment income

17,541

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

828,668

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

5,256,873

Net Assets

$ 16,581,971

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Blue Chip Growth:
Net Asset Value
, offering price and redemption price per share ($11,969,523 ÷ 179,406 shares)

$ 66.72

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($4,612,448 ÷ 69,033 shares)

$ 66.82

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 176,722

Income from Fidelity Central Funds

 

1,932

Total income

 

178,654

 

 

 

Expenses

Management fee
Basic fee

$ 95,242

Performance adjustment

11,359

Transfer agent fees

22,396

Accounting and security lending fees

1,655

Custodian fees and expenses

403

Independent trustees' compensation

75

Appreciation in deferred trustee compensation account

1

Registration fees

157

Audit

97

Legal

65

Interest

6

Miscellaneous

163

Total expenses before reductions

131,619

Expense reductions

(481)

131,138

Net investment income (loss)

47,516

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,380,300

Redemption in-kind with affiliated entities

3,310,457

Foreign currency transactions

(452)

Total net realized gain (loss)

 

4,690,305

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,368,324)

Assets and liabilities in foreign currencies

47

Total change in net unrealized appreciation (depreciation)

 

(1,368,277)

Net gain (loss)

3,322,028

Net increase (decrease) in net assets resulting from operations

$ 3,369,544

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 47,516

$ 139,090

Net realized gain (loss)

4,690,305

1,392,019

Change in net unrealized appreciation (depreciation)

(1,368,277)

2,900,667

Net increase (decrease) in net assets resulting
from operations

3,369,544

4,431,776

Distributions to shareholders from net investment income

(80,757)

(85,342)

Distributions to shareholders from net realized gain

(1,378,625)

(230,904)

Total distributions

(1,459,382)

(316,246)

Share transactions - net increase (decrease)

(5,511,393)

1,247,958

Total increase (decrease) in net assets

(3,601,231)

5,363,488

 

 

 

Net Assets

Beginning of period

20,183,202

14,819,714

End of period (including undistributed net investment income of $17,541 and undistributed net investment income of $56,036, respectively)

$ 16,581,971

$ 20,183,202

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 59.65

$ 47.38

$ 48.17

$ 37.63

$ 31.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .39

  .10

  (.03)

  .04

Net realized and unrealized gain (loss)

  11.63

  12.79

  .75

  10.61

  5.80

Total from investment operations

  11.78

  13.18

  .85

  10.58

  5.84

Distributions from net investment income

  (.24)

  (.23)

  (.04)

  .00 E, G

  (.18)

Distributions from net realized gain

  (4.47)

  (.68)

  (1.60)

  (.04) E

  -

Total distributions

  (4.71)

  (.91)

  (1.64)

  (.04)

  (.18)

Net asset value, end of period

$ 66.72

$ 59.65

$ 47.38

$ 48.17

$ 37.63

Total ReturnA

  21.07%

  28.25%

  2.27%

  28.12%

  18.29%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .80%

  .76%

  .90%

  .94%

  .94%

Expenses net of fee waivers, if any

  .80%

  .76%

  .90%

  .94%

  .94%

Expenses net of all reductions

  .80%

  .74%

  .89%

  .92%

  .93%

Net investment income (loss)

  .23%

  .75%

  .21%

  (.06)%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 11,970

$ 12,927

$ 10,595

$ 12,024

$ 10,295

Portfolio turnover rateD

  57% H

  75%

  95%

  132%

  135%

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

B Calculated based on average shares outstanding during the period.

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

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

E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

G Amount represents less than $.01 per share.

H Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 59.74

$ 47.46

$ 48.21

$ 37.66

$ 32.01

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .23

  .47

  .17

  .05

  .11

Net realized and unrealized gain (loss)

  11.64

  12.79

  .75

  10.62

  5.79

Total from investment operations

  11.87

  13.26

  .92

  10.67

  5.90

Distributions from net investment income

  (.33)

  (.30)

  (.08)

  (.05) E

  (.25)

Distributions from net realized gain

  (4.47)

  (.68)

  (1.60)

  (.07) E

  -

Total distributions

  (4.79)I

  (.98)

  (1.67) H

  (.12)

  (.25)

Net asset value, end of period

$ 66.82

$ 59.74

$ 47.46

$ 48.21

$ 37.66

Total ReturnA

  21.23%

  28.42%

  2.43%

  28.37%

  18.48%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .68%

  .61%

  .74%

  .77%

  .75%

Expenses net of fee waivers, if any

  .68%

  .61%

  .74%

  .77%

  .75%

Expenses net of all reductions

  .67%

  .60%

  .73%

  .76%

  .74%

Net investment income (loss)

  .36%

  .89%

  .37%

  .11%

  .30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 4,612

$ 3,506

$ 2,467

$ 1,455

$ 932

Portfolio turnover rateD

  57%G

  75%

  95%

  132%

  135%

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

B Calculated based on average shares outstanding during the period.

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

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

E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

G Portfolio turnover rate excludes securities received or delivered in-kind.

H Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

I Total distributions of $4.79 per share is comprised of distributions from net investment income of $.325 and distributions from net realized gain of $4.466 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Blue Chip Growth and Class K shares, each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013, and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to foreign currency transactions, redemptions in kind, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 5,476,623

Gross unrealized depreciation

(245,385)

Net unrealized appreciation (depreciation) on securities

$ 5,231,238

 

 

Tax Cost

$ 11,532,840

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

Undistributed ordinary income

$ 80,477

Undistributed long-term capital gain

$ 793,526

Net unrealized appreciation (depreciation) on securities and other investments

$ 5,231,281

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 155,664

$ 85,342

Long-term Capital Gains

1,303,718

230,904

Total

$ 1,459,382

$ 316,246

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $10,440,292 and $10,009,929, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to its benchmark index, the Russell 1000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .62% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Blue Chip Growth

$ 20,474

.17

Class K

1,922

.05

 

$ 22,396

 

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $93 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 18,386

.32%

$ 6

Redemptions In-Kind. During the period, 120,385 shares of the Fund held by affiliated entities were redeemed for investments with a value of $7,325,217. The net realized gain of $3,310,457 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $390.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $30 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $699. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,908, including $50 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $290 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $191.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014 A

2013

From net investment income

 

 

Blue Chip Growth

$ 47,730

$ 51,844

Class K

19,791

16,348

Class F

13,236

17,150

Total

$ 80,757

$ 85,342

Annual Report

9. Distributions to Shareholders - continued

Years ended July 31,

2014 A

2013

From net realized gain

 

 

Blue Chip Growth

$ 908,543

$ 155,106

Class K

269,912

36,829

Class F

200,170

38,969

Total

$ 1,378,625

$ 230,904

A All Class F shares were redeemed on November 19, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Blue Chip Growth

 

 

 

 

Shares sold

30,779

41,304 C

$ 1,939,078

$ 2,121,491 C

Reinvestment of distributions

16,131

4,171

933,288

202,506

Shares redeemed

(84,222) B

(52,364)

(5,182,185) B

(2,708,546)

Net increase (decrease)

(37,312)

(6,889)

$ (2,309,819)

$ (384,549)

Class K

 

 

 

 

Shares sold

17,861

17,299

$ 1,132,520

$ 899,333

Reinvestment of distributions

4,984

1,092

289,703

53,178

Shares redeemed

(12,491)

(11,703)

(788,832)

(608,221)

Net increase (decrease)

10,354

6,688

$ 633,391

$ 344,290

Class F

 

 

 

 

Shares sold

3,759

28,168 C

$ 226,491

$ 1,424,726 C

Reinvestment of distributions

3,740

1,153

213,405

56,119

Shares redeemed

(70,205) B

(3,595)

(4,274,861) B

(192,628)

Net increase (decrease)

(62,706)

25,726

$ (3,834,965)

$ 1,288,217

A All Class F shares were redeemed on November 19, 2013.

B Amount includes in-kind redemptions (see note 5: Redemptions In-Kind).

C Amount includes in-kind exchanges.

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Blue Chip Growth Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statements of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities; and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class K

09/08/14

09/05/14

$0.107

$3.421

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $1,099,559,018, or, if subsequently determined to be different, the net capital gain of such year.

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Blue Chip Growth Fund

ang1781225

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

ang1781227

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment beginning June 1, 2006. The Board also considered that, because the performance adjustment is based on a rolling 36- month measurement period, during a transition period the fund's performance is compared to a blended index return that reflects the performance of the former index for the portion of the measurement period prior to June 1, 2006 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustment for 2009 shown in the chart above reflects the effect of using the blended index return to calculate the fund's performance adjustment.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

BCF-K-UANN-0914
1.863112.105

Fidelity®

Blue Chip Value

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past 6 months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

  Fidelity® Blue Chip Value Fund

14.99%

12.92%

5.59%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Value Fund on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

ang1781240

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-months ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Michael Chren, Portfolio Manager of Fidelity® Blue Chip Value Fund: For the year ending July 31, 2014, the fund gained 14.99%, modestly trailing the benchmark Russell 1000® Value Index, which advanced 15.47%. The fund's average cash stake of roughly 5% was detrimental amid strong gains for global stocks. Security selection in the materials sector also hurt results, especially my position in gold producer Newmont Mining, which struggled as gold prices fell. Roughly midway through the period, I sold the fund's position in search of other opportunities. The fund's non-index position in software and services provider Comverse also detracted from performance. When the company reported weaker-than-expected revenue in April 2014, investors quickly exited the stock, though I took advantage of the lower price to increase the fund's position. On the positive side, security selection in telecommunication services added value, especially Level 3 Communications. As the integrated network communications company's shares approached my target price, I scaled back the fund's position. Stock picking in consumer discretionary also was helpful, particularly Apollo Education Group, a for-profit education provider. When the stock came relatively close to my target price, I sold the fund's stake in the first quarter of 2014.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Actual

.67%

$ 1,000.00

$ 1,086.40

$ 3.47

HypotheticalA

 

$ 1,000.00

$ 1,021.47

$ 3.36

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.7

4.3

General Electric Co.

4.5

4.4

Pfizer, Inc.

3.9

4.0

Merck & Co., Inc.

3.1

3.9

JPMorgan Chase & Co.

2.7

3.0

Citigroup, Inc.

2.7

2.9

Johnson & Johnson

2.6

0.0

Anadarko Petroleum Corp.

2.3

0.4

Verint Systems, Inc.

2.0

1.1

Comverse, Inc.

2.0

1.4

 

30.5

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.6

26.4

Health Care

14.0

12.6

Information Technology

13.0

14.7

Energy

13.0

11.6

Industrials

7.3

7.6

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

ang1781214

Stocks 95.1%

 

ang1781214

Stocks and
Equity Futures 94.3%

 

ang1781220

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.9%

 

ang1781220

Short-Term
Investments and
Net Other Assets
(Liabilities) 5.7%

 

* Foreign investments

4.4%

 

** Foreign investments

1.1%

 

ang1781246

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

CONSUMER DISCRETIONARY - 6.1%

Auto Components - 1.1%

Johnson Controls, Inc.

79,014

$ 3,732,621

Automobiles - 2.0%

Ford Motor Co.

174,879

2,976,441

General Motors Co.

110,851

3,748,981

 

6,725,422

Diversified Consumer Services - 0.3%

DeVry, Inc.

24,272

970,152

Media - 1.3%

Time Warner Cable, Inc.

14,700

2,132,970

Time Warner, Inc.

25,400

2,108,708

 

4,241,678

Specialty Retail - 1.4%

Foot Locker, Inc.

31,700

1,506,701

Gap, Inc.

33,300

1,335,663

Office Depot, Inc. (a)

339,400

1,700,394

 

4,542,758

TOTAL CONSUMER DISCRETIONARY

20,212,631

CONSUMER STAPLES - 6.2%

Beverages - 0.4%

PepsiCo, Inc.

15,136

1,333,482

Food & Staples Retailing - 1.9%

CVS Caremark Corp.

29,782

2,274,154

Wal-Mart Stores, Inc.

52,543

3,866,114

 

6,140,268

Food Products - 2.0%

Dean Foods Co.

99,400

1,522,808

Kraft Foods Group, Inc.

54,194

2,903,985

Mondelez International, Inc.

60,906

2,192,616

 

6,619,409

Household Products - 1.9%

Procter & Gamble Co.

81,804

6,325,085

TOTAL CONSUMER STAPLES

20,418,244

ENERGY - 13.0%

Energy Equipment & Services - 1.8%

National Oilwell Varco, Inc.

16,300

1,320,952

Common Stocks - continued

Shares

Value

ENERGY - continued

Energy Equipment & Services - continued

Schlumberger Ltd.

21,500

$ 2,330,385

Weatherford International Ltd. (a)

108,611

2,429,628

 

6,080,965

Oil, Gas & Consumable Fuels - 11.2%

Anadarko Petroleum Corp.

70,800

7,564,980

Apache Corp.

49,875

5,120,168

Chevron Corp.

20,735

2,679,791

Exxon Mobil Corp.

155,230

15,358,451

Occidental Petroleum Corp.

62,322

6,089,483

 

36,812,873

TOTAL ENERGY

42,893,838

FINANCIALS - 26.6%

Banks - 12.6%

Bank of America Corp.

290,735

4,433,709

Citigroup, Inc.

179,387

8,773,818

Fifth Third Bancorp

211,900

4,339,712

JPMorgan Chase & Co.

154,516

8,910,938

KeyCorp

325,635

4,409,098

U.S. Bancorp

68,297

2,870,523

Wells Fargo & Co.

122,798

6,250,418

Zions Bancorporation

60,580

1,745,916

 

41,734,132

Capital Markets - 4.9%

Ares Capital Corp.

181,403

3,031,244

Bank of New York Mellon Corp.

20,600

804,224

E*TRADE Financial Corp. (a)

157,345

3,307,392

Goldman Sachs Group, Inc.

15,487

2,677,238

Raymond James Financial, Inc.

56,181

2,862,422

State Street Corp.

48,004

3,381,402

 

16,063,922

Consumer Finance - 2.0%

Capital One Financial Corp.

61,733

4,910,243

Springleaf Holdings, Inc. (d)

60,700

1,589,126

 

6,499,369

Diversified Financial Services - 0.4%

IntercontinentalExchange Group, Inc.

6,300

1,210,986

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - 4.1%

AFLAC, Inc.

70,200

$ 4,193,748

Allstate Corp.

31,900

1,864,555

American International Group, Inc.

51,275

2,665,275

FNF Group

90,455

2,452,235

MetLife, Inc.

30,400

1,599,040

The Chubb Corp.

9,616

833,803

 

13,608,656

Real Estate Investment Trusts - 2.6%

CBL & Associates Properties, Inc.

125,900

2,354,330

Senior Housing Properties Trust (SBI)

80,400

1,837,944

Washington Prime Group, Inc. (a)

230,300

4,350,367

 

8,542,641

TOTAL FINANCIALS

87,659,706

HEALTH CARE - 14.0%

Health Care Equipment & Supplies - 0.4%

Boston Scientific Corp. (a)

92,300

1,179,594

Health Care Providers & Services - 1.4%

HCA Holdings, Inc. (a)

15,491

1,011,717

Humana, Inc.

31,000

3,647,150

 

4,658,867

Life Sciences Tools & Services - 0.6%

Agilent Technologies, Inc.

35,600

1,996,804

Pharmaceuticals - 11.6%

AbbVie, Inc.

17,000

889,780

Johnson & Johnson

87,100

8,717,839

Merck & Co., Inc.

178,932

10,152,602

Pfizer, Inc.

443,601

12,731,349

Teva Pharmaceutical Industries Ltd. sponsored ADR

54,900

2,937,150

Zoetis, Inc. Class A

85,432

2,811,567

 

38,240,287

TOTAL HEALTH CARE

46,075,552

INDUSTRIALS - 7.3%

Air Freight & Logistics - 1.3%

FedEx Corp.

28,000

4,112,640

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 0.5%

URS Corp.

29,765

$ 1,704,642

Industrial Conglomerates - 4.5%

General Electric Co.

590,873

14,860,456

Machinery - 0.3%

Caterpillar, Inc.

11,265

1,134,949

Road & Rail - 0.7%

Hertz Global Holdings, Inc. (a)

81,700

2,305,574

TOTAL INDUSTRIALS

24,118,261

INFORMATION TECHNOLOGY - 13.0%

Communications Equipment - 1.5%

Cisco Systems, Inc.

131,185

3,309,798

Juniper Networks, Inc.

73,400

1,727,836

 

5,037,634

Internet Software & Services - 0.3%

Yahoo!, Inc. (a)

30,800

1,102,948

IT Services - 1.4%

EVERTEC, Inc.

128,500

2,873,260

Xerox Corp.

117,519

1,558,302

 

4,431,562

Semiconductors & Semiconductor Equipment - 1.7%

Intel Corp.

167,315

5,670,305

Software - 7.6%

Activision Blizzard, Inc.

228,046

5,103,669

Citrix Systems, Inc. (a)

50,100

3,393,273

Comverse, Inc. (a)

252,348

6,480,297

Symantec Corp.

155,455

3,678,065

Verint Systems, Inc. (a)

138,337

6,493,539

 

25,148,843

Technology Hardware, Storage & Peripherals - 0.5%

Hewlett-Packard Co.

46,867

1,668,934

TOTAL INFORMATION TECHNOLOGY

43,060,226

MATERIALS - 3.8%

Chemicals - 0.3%

Axiall Corp.

11,100

475,413

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

The Dow Chemical Co.

4,992

$ 254,941

Tronox Ltd. Class A

6,300

167,202

 

897,556

Containers & Packaging - 0.7%

Crown Holdings, Inc. (a)

47,612

2,216,339

Metals & Mining - 2.8%

Agnico Eagle Mines Ltd. (Canada)

96,700

3,595,376

Freeport-McMoRan Copper & Gold, Inc.

153,745

5,722,389

 

9,317,765

TOTAL MATERIALS

12,431,660

TELECOMMUNICATION SERVICES - 2.6%

Diversified Telecommunication Services - 2.0%

AT&T, Inc.

144,077

5,127,700

Level 3 Communications, Inc. (a)

32,262

1,418,883

 

6,546,583

Wireless Telecommunication Services - 0.6%

T-Mobile U.S., Inc. (a)

59,791

1,969,516

TOTAL TELECOMMUNICATION SERVICES

8,516,099

UTILITIES - 2.5%

Electric Utilities - 2.1%

Exelon Corp.

177,000

5,501,160

FirstEnergy Corp.

28,600

892,606

PPL Corp.

20,600

679,594

 

7,073,360

Independent Power Producers & Energy Traders - 0.4%

Calpine Corp. (a)

51,600

1,137,264

TOTAL UTILITIES

8,210,624

TOTAL COMMON STOCKS

(Cost $296,312,551)


313,596,841

U.S. Treasury Obligations - 0.0%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.02% 9/25/14
(Cost $149,995)

$ 150,000

$ 149,998

Money Market Funds - 5.1%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

16,080,806

16,080,806

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

770,000

770,000

TOTAL MONEY MARKET FUNDS

(Cost $16,850,806)


16,850,806

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $313,313,352)

330,597,645

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(771,677)

NET ASSETS - 100%

$ 329,825,968

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 25,799

Fidelity Securities Lending Cash Central Fund

3,555

Total

$ 29,354

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 20,212,631

$ 20,212,631

$ -

$ -

Consumer Staples

20,418,244

20,418,244

-

-

Energy

42,893,838

42,893,838

-

-

Financials

87,659,706

87,659,706

-

-

Health Care

46,075,552

46,075,552

-

-

Industrials

24,118,261

24,118,261

-

-

Information Technology

43,060,226

43,060,226

-

-

Materials

12,431,660

12,431,660

-

-

Telecommunication Services

8,516,099

8,516,099

-

-

Utilities

8,210,624

8,210,624

-

-

U.S. Government and Government Agency Obligations

149,998

-

149,998

-

Money Market Funds

16,850,806

16,850,806

-

-

Total Investments in Securities:

$ 330,597,645

$ 330,447,647

$ 149,998

$ -

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $733,040) - See accompanying schedule:

Unaffiliated issuers (cost $296,462,546)

$ 313,746,839

 

Fidelity Central Funds (cost $16,850,806)

16,850,806

 

Total Investments (cost $313,313,352)

 

$ 330,597,645

Receivable for investments sold

4,057,915

Receivable for fund shares sold

429,128

Dividends receivable

423,864

Distributions receivable from Fidelity Central Funds

1,924

Receivable from investment adviser for expense reductions

255

Other receivables

367,936

Total assets

335,878,667

 

 

 

Liabilities

Payable for investments purchased

$ 4,402,906

Payable for fund shares redeemed

638,668

Accrued management fee

110,174

Other affiliated payables

79,911

Other payables and accrued expenses

51,040

Collateral on securities loaned, at value

770,000

Total liabilities

6,052,699

 

 

 

Net Assets

$ 329,825,968

Net Assets consist of:

 

Paid in capital

$ 412,355,197

Undistributed net investment income

2,682,966

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

(102,496,473)

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

17,284,278

Net Assets, for 21,669,899 shares outstanding

$ 329,825,968

Net Asset Value, offering price and redemption price per share ($329,825,968 ÷ 21,669,899 shares)

$ 15.22

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

Annual Report

Statement of Operations

  

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 6,662,222

Interest

 

83

Income from Fidelity Central Funds

 

29,354

Total income

 

6,691,659

 

 

 

Expenses

Management fee
Basic fee

$ 1,899,113

Performance adjustment

(647,159)

Transfer agent fees

782,426

Accounting and security lending fees

134,414

Custodian fees and expenses

22,396

Independent trustees' compensation

1,389

Registration fees

26,063

Audit

56,714

Legal

1,406

Miscellaneous

2,432

Total expenses before reductions

2,279,194

Expense reductions

(9,687)

2,269,507

Net investment income (loss)

4,422,152

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

40,420,523

Redemption in-kind with affiliated entities

6,806,604

Foreign currency transactions

880

Futures contracts

2,036,529

Total net realized gain (loss)

 

49,264,536

Change in net unrealized appreciation (depreciation) on:

Investment securities

(4,025,518)

Assets and liabilities in foreign currencies

(13)

Total change in net unrealized appreciation (depreciation)

 

(4,025,531)

Net gain (loss)

45,239,005

Net increase (decrease) in net assets resulting from operations

$ 49,661,157

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,422,152

$ 4,052,295

Net realized gain (loss)

49,264,536

24,688,456

Change in net unrealized appreciation (depreciation)

(4,025,531)

44,945,456

Net increase (decrease) in net assets resulting
from operations

49,661,157

73,686,207

Distributions to shareholders from net investment income

(2,139,474)

(6,479,162)

Share transactions
Proceeds from sales of shares

137,673,635

49,942,277

Reinvestment of distributions

2,081,150

6,279,261

Cost of shares redeemed

(139,310,785)

(79,700,390)

Net increase (decrease) in net assets resulting from share transactions

444,000

(23,478,852)

Total increase (decrease) in net assets

47,965,683

43,728,193

 

 

 

Net Assets

Beginning of period

281,860,285

238,132,092

End of period (including undistributed net investment income of $2,682,966 and undistributed net investment income of $459,935, respectively)

$ 329,825,968

$ 281,860,285

Other Information

Shares

Sold

9,827,800

4,200,000

Issued in reinvestment of distributions

150,333

585,069

Redeemed

(9,464,241)

(6,830,380)

Net increase (decrease)

513,892

(2,045,311)

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

Annual Report

Financial Highlights

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.32

$ 10.26

$ 10.86

$ 9.82

$ 8.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .18

  .18

  .14

  .10

Net realized and unrealized gain (loss)

  1.81

  3.17

  (.62)

  1.04

  .90

Total from investment operations

  1.99

  3.35

  (.44)

  1.18

  1.00

Distributions from net investment income

  (.09)

  (.29)

  (.16)

  (.14)

  (.13)

Distributions from net realized gain

  -

  -

  -

  (.01)

  -

Total distributions

  (.09)

  (.29)

  (.16)

  (.14) F

  (.13)

Net asset value, end of period

$ 15.22

$ 13.32

$ 10.26

$ 10.86

$ 9.82

Total ReturnA

  14.99%

  33.33%

  (3.95)%

  12.14%

  11.20%

Ratios to Average Net AssetsC, E

 

 

 

 

 

Expenses before reductions

  .66%

  .64%

  .77%

  .75%

  .87%

Expenses net of fee waivers, if any

  .66%

  .64%

  .77%

  .75%

  .87%

Expenses net of all reductions

  .66%

  .62%

  .76%

  .74%

  .86%

Net investment income (loss)

  1.28%

  1.58%

  1.76%

  1.31%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 329,826

$ 281,860

$ 238,132

$ 433,047

$ 324,913

Portfolio turnover rateD

  102% G

  88%

  102%

  141%

  59%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 per share.

G Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Blue Chip Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to in-kind transactions, futures contracts, foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 26,413,395

Gross unrealized depreciation

(14,616,673)

Net unrealized appreciation (depreciation) on securities

$ 11,796,722

 

 

Tax Cost

$ 318,800,923

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

Undistributed ordinary income

$ 2,682,966

Capital loss carryforward

$ (97,008,902)

Net unrealized appreciation (depreciation) on securities and other investments

$ 11,796,707

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

Fiscal year of expiration

2017

$ (41,508,774)

2018

(55,500,128)

Total capital loss carryforward

$ (97,008,902)

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 2,139,474

$ 6,479,162

Annual Report

4. Derivative Instruments.

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

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

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

Equity Risk

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

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

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

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $2,036,529 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $368,255,871 and $322,094,618, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index, the Russell 1000® Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .36% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .23% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $20,737 for the period.

Redemptions In-Kind. During the period, 2,660,518 shares of the Fund held by affiliated entities were redeemed in kind for cash and investments, with a value of $41,211,423. The net realized gain of $6,806,604 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $576 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

Notes to Financial Statements - continued

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,555. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $5,868 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $26.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,793.

10. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Blue Chip Value Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Blue Chip Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Blue Chip Value Fund

ang1781248

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Value Fund

ang1781250

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) ang1781252
1-800-544-5555

ang1781252
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

BCV-UANN-0914
1.789709.111

Fidelity®

Blue Chip Growth

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® Blue Chip Growth Fund

21.07%

19.20%

9.14%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

ang1781266

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Retail Class shares advanced 21.07%, outpacing the 18.69% gain of the Russell 1000® Growth Index. Security selection in the software & services industry helped the most, including social networking firm Facebook, our largest position, on average, and the fund's largest relative contributor. Strong revenue from its mobile advertising business helped Facebook produce much better-than-expected first- and second-quarter 2014 earnings and sales results, lifting its stock. Notably, Facebook's increasing popularity among consumers, including its website and mobile application, boosted its share of advertising dollars. I continued to believe in the company's growth potential due to its massive reach and its ability to target ads to very specific consumers. Conversely, not owning enough of software and index giant Microsoft hurt results. Shares began to rally just before the start of the period after the firm reported sales greater than analysts' estimates. The stock was further driven by an improved macroeconomic environment and a stabilizing market for personal computers. The company also appointed a new CEO in February, a move that prompted us to add to our position in the stock, even though Microsoft remained an underweighting at period end.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Blue Chip Growth

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.20

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.83

$ 4.01

Class K

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.00

$ 3.49

HypotheticalA

 

$ 1,000.00

$ 1,021.42

$ 3.41

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.5

3.7

Google, Inc. Class A

2.9

6.0

Gilead Sciences, Inc.

2.7

3.1

Google, Inc. Class C

2.7

0.0

Facebook, Inc. Class A

2.4

2.8

Amazon.com, Inc.

2.3

2.3

Home Depot, Inc.

1.6

1.5

The Walt Disney Co.

1.6

0.3

Keurig Green Mountain, Inc.

1.5

1.3

Comcast Corp. Class A

1.5

1.5

 

25.7

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

33.5

31.1

Consumer Discretionary

21.2

21.2

Health Care

15.3

16.4

Industrials

9.1

10.5

Consumer Staples

8.9

10.3

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

ang1781214

Stocks 99.3%

 

ang1781214

Stocks 99.8%

 

ang1781217

Convertible
Securities 0.6%

 

ang1781217

Convertible
Securities 0.1%

 

ang1781220

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.1%

 

ang1781220

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.1%

 

* Foreign investments

10.8%

 

** Foreign investments

9.8%

 

ang1781274

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 21.1%

Auto Components - 0.4%

Johnson Controls, Inc.

549,600

$ 25,963

Magna International, Inc. Class A (sub. vtg.)

319,725

34,334

 

60,297

Automobiles - 0.3%

Mahindra & Mahindra Ltd.

169,209

3,331

Tesla Motors, Inc. (a)(e)

202,856

45,298

 

48,629

Diversified Consumer Services - 0.5%

H&R Block, Inc.

1,229,500

39,504

Kroton Educacional SA

1,180,000

31,425

ServiceMaster Global Holdings, Inc.

490,500

8,618

 

79,547

Hotels, Restaurants & Leisure - 5.2%

500.com Ltd. sponsored ADR Class A (e)

342,236

12,625

Buffalo Wild Wings, Inc. (a)

77,538

11,268

China Lodging Group Ltd. ADR (a)

270,800

6,756

Chipotle Mexican Grill, Inc. (a)

228,417

153,610

Domino's Pizza, Inc.

116,300

8,374

Dunkin' Brands Group, Inc.

398,300

17,071

Fiesta Restaurant Group, Inc. (a)

253,700

11,513

Hilton Worldwide Holdings, Inc.

496,600

12,023

Home Inns & Hotels Management, Inc. sponsored ADR (a)

308,094

10,993

Hyatt Hotels Corp. Class A (a)

601,100

35,363

Las Vegas Sands Corp.

2,174,794

160,609

Melco Crown Entertainment Ltd. sponsored ADR

547,600

18,180

MGM Mirage, Inc. (a)

1,207,300

32,404

Multimedia Games Holding Co., Inc. (a)

263,585

6,358

Panera Bread Co. Class A (a)

344,256

50,709

Starbucks Corp.

2,555,922

198,544

Whitbread PLC

310,250

22,539

Wynn Resorts Ltd.

99,461

21,205

Yum! Brands, Inc.

1,023,649

71,041

Zoe's Kitchen, Inc. (e)

172,800

5,013

 

866,198

Household Durables - 0.4%

D.R. Horton, Inc.

1,166,200

24,140

Whirlpool Corp.

267,400

38,142

 

62,282

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - 4.3%

Amazon.com, Inc. (a)

1,215,944

$ 380,578

Ctrip.com International Ltd. sponsored ADR (a)

388,484

24,875

Expedia, Inc.

285,489

22,674

Groupon, Inc. Class A (a)(e)

1,564,200

10,120

HomeAway, Inc. (a)

376,500

13,072

MakeMyTrip Ltd. (a)

327,100

9,901

Netflix, Inc. (a)

66,623

28,163

priceline.com, Inc. (a)

156,700

194,692

RetailMeNot, Inc. (e)

223,500

5,467

Vipshop Holdings Ltd. ADR (a)

91,500

18,807

 

708,349

Leisure Products - 0.1%

NJOY, Inc. (a)(f)

1,178,168

19,942

Media - 3.5%

Comcast Corp. Class A

4,620,836

248,278

DISH Network Corp. Class A (a)

221,600

13,708

Lions Gate Entertainment Corp.

285,400

8,790

Naspers Ltd. Class N

55,700

6,912

The Walt Disney Co.

3,018,200

259,203

Time Warner Cable, Inc.

118,545

17,201

Time Warner, Inc.

228,100

18,937

 

573,029

Multiline Retail - 1.1%

Dollar General Corp. (a)

165,700

9,152

Macy's, Inc.

1,396,785

80,720

Target Corp.

1,519,723

90,560

 

180,432

Specialty Retail - 3.7%

Abercrombie & Fitch Co. Class A

443,592

17,451

AutoZone, Inc. (a)

12,726

6,580

Home Depot, Inc.

3,296,500

266,522

L Brands, Inc.

754,082

43,714

Lumber Liquidators Holdings, Inc. (a)

195,600

10,605

Murphy U.S.A., Inc. (a)

792,770

39,179

Restoration Hardware Holdings, Inc. (a)

983,822

80,467

Ross Stores, Inc.

947,063

60,991

TJX Companies, Inc.

1,806,752

96,282

 

621,791

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 1.6%

G-III Apparel Group Ltd. (a)

65,000

$ 5,049

Kate Spade & Co. (a)

1,493,804

56,511

lululemon athletica, Inc. (a)

369,881

14,229

Michael Kors Holdings Ltd. (a)

667,372

54,377

NIKE, Inc. Class B

556,575

42,929

Pandora A/S

240,500

16,517

PVH Corp.

424,176

46,736

Ralph Lauren Corp.

201,700

31,437

Under Armour, Inc. Class A (sub. vtg.) (a)

28,200

1,882

 

269,667

TOTAL CONSUMER DISCRETIONARY

3,490,163

CONSUMER STAPLES - 8.9%

Beverages - 2.7%

Anheuser-Busch InBev SA NV ADR

444,891

48,039

Monster Beverage Corp. (a)

1,046,435

66,930

PepsiCo, Inc.

1,881,054

165,721

The Coca-Cola Co.

4,173,852

163,991

 

444,681

Food & Staples Retailing - 2.4%

Costco Wholesale Corp.

882,500

103,729

CVS Caremark Corp.

1,902,400

145,267

Kroger Co.

1,959,787

95,990

Sprouts Farmers Market LLC (e)

952,877

29,072

Whole Foods Market, Inc.

747,110

28,555

 

402,613

Food Products - 2.4%

Associated British Foods PLC

392,700

18,418

Bunge Ltd.

359,267

28,325

Dean Foods Co.

290,300

4,447

Keurig Green Mountain, Inc.

2,130,788

254,160

Mead Johnson Nutrition Co. Class A

885,994

81,015

WhiteWave Foods Co. (a)

470,269

14,009

 

400,374

Household Products - 0.6%

Procter & Gamble Co.

1,093,004

84,511

Svenska Cellulosa AB (SCA) (B Shares)

537,600

13,288

 

97,799

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Personal Products - 0.2%

Coty, Inc. Class A

521,400

$ 8,921

Herbalife Ltd.

586,158

30,715

Natura Cosmeticos SA

89,700

1,397

 

41,033

Tobacco - 0.6%

Lorillard, Inc.

1,584,827

95,850

TOTAL CONSUMER STAPLES

1,482,350

ENERGY - 5.0%

Energy Equipment & Services - 1.0%

Halliburton Co.

2,035,876

140,455

National Oilwell Varco, Inc.

141,900

11,500

Schlumberger Ltd.

103,100

11,175

Seventy Seven Energy, Inc. (a)

17,719

397

Transocean Partners LLC (a)

113,800

2,765

 

166,292

Oil, Gas & Consumable Fuels - 4.0%

Anadarko Petroleum Corp.

908,400

97,063

BG Group PLC

317,500

6,261

Cabot Oil & Gas Corp.

297,078

9,789

Canadian Natural Resources Ltd.

297,800

12,982

Carrizo Oil & Gas, Inc. (a)

234,600

14,407

Cheniere Energy, Inc. (a)

220,880

15,629

Chevron Corp.

25,400

3,283

Cimarex Energy Co.

396,607

55,136

Continental Resources, Inc. (a)

434,000

63,703

EOG Resources, Inc.

832,524

91,111

Golar LNG Ltd.

143,000

8,810

Hess Corp.

293,178

29,019

Marathon Petroleum Corp.

185,900

15,519

Memorial Resource Development Corp.

276,000

6,342

Navigator Holdings Ltd. (a)

113,800

3,169

Newfield Exploration Co. (a)

986,600

39,760

Phillips 66 Co.

282,833

22,941

Pioneer Natural Resources Co.

451,000

99,878

PrairieSky Royalty Ltd.

191,600

6,924

Rice Energy, Inc.

543,200

14,286

Scorpio Tankers, Inc.

682,500

6,409

Targa Resources Corp.

69,700

8,887

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Corp.

54,300

$ 3,022

Valero Energy Corp.

414,944

21,079

 

655,409

TOTAL ENERGY

821,701

FINANCIALS - 4.6%

Banks - 2.4%

Axis Bank Ltd.

953,180

6,305

Bank of America Corp.

6,449,587

98,356

Citigroup, Inc.

2,178,590

106,555

HDFC Bank Ltd. sponsored ADR

409,100

19,391

ICICI Bank Ltd. sponsored ADR

476,229

23,821

JPMorgan Chase & Co.

2,401,777

138,510

Punjab National Bank

189,600

3,034

Yes Bank Ltd.

170,103

1,500

 

397,472

Capital Markets - 1.1%

Ameriprise Financial, Inc.

187,753

22,455

BlackRock, Inc. Class A

179,900

54,821

Carlyle Group LP

275,200

9,186

Invesco Ltd.

620,572

23,352

Morgan Stanley

1,475,351

47,713

Och-Ziff Capital Management Group LLC Class A

936,700

12,748

State Street Corp.

72,100

5,079

The Blackstone Group LP

425,600

13,909

 

189,263

Consumer Finance - 0.7%

American Express Co.

1,193,544

105,032

Capital One Financial Corp.

137,900

10,969

Shriram Transport Finance Co. Ltd.

339,455

5,006

 

121,007

Insurance - 0.1%

MetLife, Inc.

275,700

14,502

Real Estate Management & Development - 0.2%

Howard Hughes Corp. (a)

53,100

7,722

Parsvnath Developers Ltd. (a)(d)

21,771,340

9,495

Realogy Holdings Corp. (a)

465,467

17,111

 

34,328

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

Housing Development Finance Corp. Ltd.

697,722

$ 12,219

TOTAL FINANCIALS

768,791

HEALTH CARE - 15.3%

Biotechnology - 8.4%

Acceleron Pharma, Inc.

42,800

1,268

Agios Pharmaceuticals, Inc.

161,640

6,514

Alexion Pharmaceuticals, Inc. (a)

628,996

100,004

Alkermes PLC (a)

711,400

30,419

Alnylam Pharmaceuticals, Inc. (a)

616,063

33,298

Amgen, Inc.

1,470,202

187,289

Avalanche Biotechnologies, Inc. (a)

22,200

621

BioCryst Pharmaceuticals, Inc. (a)

833,700

10,438

Biogen Idec, Inc. (a)

742,100

248,151

BioMarin Pharmaceutical, Inc. (a)

281,704

17,415

Bluebird Bio, Inc. (a)

124,700

4,165

Celgene Corp. (a)

28,000

2,440

Dicerna Pharmaceuticals, Inc.

161,260

2,422

Exelixis, Inc. (a)

2,632,000

10,633

Gilead Sciences, Inc. (a)

4,887,260

447,429

Grifols SA

130,700

5,919

Intercept Pharmaceuticals, Inc. (a)

85,300

19,820

InterMune, Inc. (a)

375,237

16,462

Intrexon Corp. (e)

234,059

5,170

Ironwood Pharmaceuticals, Inc. Class A (a)

907,481

13,431

Isis Pharmaceuticals, Inc. (a)

63,700

1,974

Keryx Biopharmaceuticals, Inc. (a)(e)

528,873

7,960

KYTHERA Biopharmaceuticals, Inc. (a)(e)

263,156

8,837

Merrimack Pharmaceuticals, Inc. (a)

1,594,658

9,424

Neurocrine Biosciences, Inc. (a)

442,100

6,004

NPS Pharmaceuticals, Inc. (a)

88,000

2,459

Pharmacyclics, Inc. (a)

170,900

20,583

Puma Biotechnology, Inc. (a)

51,700

11,463

Regeneron Pharmaceuticals, Inc. (a)

329,489

104,191

Seattle Genetics, Inc. (a)

158,900

5,593

Synageva BioPharma Corp. (a)

130,800

8,948

Ultragenyx Pharmaceutical, Inc. (e)

26,500

1,158

uniQure B.V.

305,687

3,124

Vertex Pharmaceuticals, Inc. (a)

421,660

37,490

 

1,392,516

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - 0.9%

Accuray, Inc. (a)(e)

935,165

$ 7,360

Boston Scientific Corp. (a)

2,388,900

30,530

Insulet Corp. (a)

88,000

3,110

Intuitive Surgical, Inc. (a)

92,207

42,189

Novadaq Technologies, Inc. (a)

607,819

9,324

The Cooper Companies, Inc.

324,630

52,226

Zeltiq Aesthetics, Inc. (a)

203,500

4,119

 

148,858

Health Care Providers & Services - 0.7%

Apollo Hospitals Enterprise Ltd.

936,371

15,608

Cardinal Health, Inc.

313,331

22,450

Express Scripts Holding Co. (a)

48,000

3,343

HCA Holdings, Inc. (a)

762,500

49,799

Healthequity, Inc. (a)

41,900

737

iKang Healthcare Group, Inc. sponsored ADR (e)

270,505

5,075

Qualicorp SA (a)

1,151,000

13,317

 

110,329

Health Care Technology - 0.3%

Allscripts Healthcare Solutions, Inc. (a)

310,100

4,937

athenahealth, Inc. (a)

76,475

9,513

Castlight Health, Inc. Class B (a)(e)

133,859

1,795

Cerner Corp. (a)

751,218

41,467

 

57,712

Life Sciences Tools & Services - 0.9%

Agilent Technologies, Inc.

366,510

20,558

Genfit (a)

89,600

3,370

Illumina, Inc. (a)

688,535

110,104

Lonza Group AG

38,412

4,269

Thermo Fisher Scientific, Inc.

55,800

6,780

 

145,081

Pharmaceuticals - 4.1%

AbbVie, Inc.

2,397,806

125,501

Achaogen, Inc. (a)

331,200

3,580

Actavis PLC (a)

845,755

181,211

Allergan, Inc.

278,273

46,154

GW Pharmaceuticals PLC ADR (a)(e)

265,666

22,475

Jazz Pharmaceuticals PLC (a)

11,500

1,607

Johnson & Johnson

188,500

18,867

Merck & Co., Inc.

588,603

33,397

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Pacira Pharmaceuticals, Inc. (a)

117,166

$ 10,779

Perrigo Co. PLC

135,440

20,377

Salix Pharmaceuticals Ltd. (a)

235,837

31,109

Shire PLC sponsored ADR

160,659

39,602

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,034,900

55,367

Valeant Pharmaceuticals International (Canada) (a)

824,300

96,639

 

686,665

TOTAL HEALTH CARE

2,541,161

INDUSTRIALS - 9.1%

Aerospace & Defense - 1.8%

Honeywell International, Inc.

890,300

81,756

Precision Castparts Corp.

272,800

62,417

The Boeing Co.

983,626

118,507

United Technologies Corp.

277,900

29,221

 

291,901

Air Freight & Logistics - 0.7%

C.H. Robinson Worldwide, Inc.

80,900

5,458

FedEx Corp.

233,678

34,323

Hub Group, Inc. Class A (a)

168,200

7,767

United Parcel Service, Inc. Class B

551,800

53,574

XPO Logistics, Inc. (a)(e)

524,500

16,202

 

117,324

Airlines - 1.8%

American Airlines Group, Inc.

4,098,693

159,234

Azul-Linhas Aereas Brasileiras warrants (f)

165,571

0

Delta Air Lines, Inc.

1,778,500

66,623

Southwest Airlines Co.

421,502

11,920

Spirit Airlines, Inc. (a)

856,400

56,026

United Continental Holdings, Inc. (a)

167,700

7,780

 

301,583

Building Products - 0.1%

A.O. Smith Corp.

274,454

12,817

Electrical Equipment - 0.7%

Acuity Brands, Inc.

145,800

15,640

Eaton Corp. PLC

684,100

46,464

Generac Holdings, Inc. (a)

187,701

8,146

SolarCity Corp. (a)(e)

410,032

29,330

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Electrical Equipment - continued

TCP International Holdings Ltd.

470,900

$ 4,069

Vestas Wind Systems A/S (a)

231,300

10,464

 

114,113

Industrial Conglomerates - 0.8%

Danaher Corp.

1,876,700

138,651

Machinery - 1.4%

Caterpillar, Inc.

500,900

50,466

Cummins, Inc.

716,661

99,895

Ingersoll-Rand PLC

599,184

35,226

ITT Corp.

388,800

17,873

Manitowoc Co., Inc.

640,900

17,022

Navistar International Corp. (a)(e)

364,600

12,823

 

233,305

Professional Services - 0.2%

Huron Consulting Group, Inc. (a)

194,520

11,757

Towers Watson & Co.

205,587

20,974

 

32,731

Road & Rail - 1.4%

Avis Budget Group, Inc. (a)

260,463

14,635

Canadian Pacific Railway Ltd.

192,000

36,509

Hertz Global Holdings, Inc. (a)

1,182,296

33,364

J.B. Hunt Transport Services, Inc.

509,700

39,379

Landstar System, Inc.

76,700

5,072

Union Pacific Corp.

1,142,600

112,329

 

241,288

Trading Companies & Distributors - 0.2%

United Rentals, Inc. (a)

257,800

27,301

TOTAL INDUSTRIALS

1,511,014

INFORMATION TECHNOLOGY - 33.0%

Communications Equipment - 2.0%

Arista Networks, Inc. (e)

112,200

7,419

Cisco Systems, Inc.

195,100

4,922

F5 Networks, Inc. (a)

237,906

26,786

Palo Alto Networks, Inc. (a)

345,746

27,957

QUALCOMM, Inc.

3,153,414

232,407

Riverbed Technology, Inc. (a)

1,434,841

25,684

 

325,175

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 0.3%

InvenSense, Inc. (a)(e)

1,264,980

$ 29,107

Samsung SDI Co. Ltd.

10,144

1,562

TE Connectivity Ltd.

360,812

22,331

 

53,000

Internet Software & Services - 11.2%

Akamai Technologies, Inc. (a)

563,430

33,254

Baidu.com, Inc. sponsored ADR (a)

313,600

67,753

Cornerstone OnDemand, Inc. (a)

264,000

11,046

Dropbox, Inc. (a)(f)

1,003,814

19,174

Facebook, Inc. Class A (a)

5,456,001

396,378

Gogo, Inc. (a)(e)

821,400

13,315

Google, Inc.:

Class A (a)

827,454

479,551

Class C (a)

776,454

443,821

IAC/InterActiveCorp

592,300

39,803

INFO Edge India Ltd.

405,018

4,590

Just Dial Ltd. (a)

669,562

18,381

LinkedIn Corp. (a)

58,500

10,567

Naver Corp.

54,864

39,170

Rackspace Hosting, Inc. (a)

1,746,801

52,911

Tencent Holdings Ltd.

3,704,500

60,160

Twitter, Inc.

1,214,700

54,892

Wix.com Ltd. (a)

172,600

2,926

Xoom Corp. (a)

418,275

9,060

Xunlei Ltd. sponsored ADR (e)

88,400

1,062

Yahoo!, Inc. (a)

2,666,576

95,490

Zoopla Property Group PLC

1,328,700

5,653

 

1,858,957

IT Services - 4.1%

Cognizant Technology Solutions Corp. Class A (a)

3,939,554

193,235

MasterCard, Inc. Class A

2,820,400

209,133

VeriFone Systems, Inc. (a)

991,400

33,222

Visa, Inc. Class A

1,127,999

238,019

 

673,609

Semiconductors & Semiconductor Equipment - 4.1%

Broadcom Corp. Class A

680,000

26,017

Canadian Solar, Inc. (a)(e)

484,500

12,093

Cavium, Inc. (a)

882,401

41,164

Cree, Inc. (a)

698,453

32,988

Cypress Semiconductor Corp. (e)

3,118,484

31,528

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

eMemory Technology, Inc.

155,000

$ 1,405

First Solar, Inc. (a)

1,142,300

72,091

Freescale Semiconductor, Inc. (a)

1,654,654

33,126

GCL-Poly Energy Holdings Ltd. (a)

11,669,000

3,767

GT Advanced Technologies, Inc. (a)(e)

320,400

4,434

Integrated Device Technology, Inc. (a)

796,400

11,436

MediaTek, Inc.

491,000

7,580

Mellanox Technologies Ltd. (a)

138,000

5,748

Micron Technology, Inc. (a)

3,097,500

94,629

Monolithic Power Systems, Inc.

201,194

8,297

NVIDIA Corp.

1,196,370

20,936

NXP Semiconductors NV (a)

3,689,907

230,066

RF Micro Devices, Inc. (a)

1,054,300

11,766

Silicon Laboratories, Inc. (a)

94,053

3,831

SunEdison, Inc. (a)

846,845

16,937

SunPower Corp. (a)(e)

145,100

5,330

 

675,169

Software - 4.2%

Activision Blizzard, Inc.

4,452,900

99,656

Adobe Systems, Inc. (a)

924,250

63,875

CommVault Systems, Inc. (a)

21,788

1,046

Concur Technologies, Inc. (a)

60,600

5,633

Electronic Arts, Inc. (a)

612,486

20,580

Fortinet, Inc. (a)

568,596

13,959

Imperva, Inc. (a)

129,076

2,862

Intuit, Inc.

122,800

10,066

Microsoft Corp.

5,376,644

232,056

Red Hat, Inc. (a)

212,400

12,345

salesforce.com, Inc. (a)

4,125,869

223,828

Zynga, Inc. (a)

2,267,483

6,621

 

692,527

Technology Hardware, Storage & Peripherals - 7.1%

Apple, Inc.

11,237,609

1,073,976

BlackBerry Ltd. (a)

4,993,900

46,593

Cray, Inc. (a)

60,000

1,591

Hewlett-Packard Co.

1,059,400

37,725

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - continued

NCR Corp. (a)

716,126

$ 22,164

Nimble Storage, Inc.

119,706

3,098

 

1,185,147

TOTAL INFORMATION TECHNOLOGY

5,463,584

MATERIALS - 2.0%

Chemicals - 1.9%

Cabot Corp.

319,799

16,754

Celanese Corp. Class A

251,250

14,625

Eastman Chemical Co.

751,300

59,187

Huntsman Corp.

675,161

17,588

Intrepid Potash, Inc. (a)(e)

515,965

7,641

LyondellBasell Industries NV Class A

167,425

17,789

Monsanto Co.

1,154,300

130,540

Orion Engineered Carbons SA (a)

195,700

3,327

Potash Corp. of Saskatchewan, Inc. (e)

433,661

15,396

The Mosaic Co.

315,219

14,535

Westlake Chemical Corp.

154,900

13,537

 

310,919

Construction Materials - 0.1%

CaesarStone Sdot-Yam Ltd.

221,500

9,604

Metals & Mining - 0.0%

Freeport-McMoRan Copper & Gold, Inc.

226,200

8,419

TOTAL MATERIALS

328,942

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.0%

Jazztel PLC (a)

573,300

7,731

Wireless Telecommunication Services - 0.2%

Bharti Infratel Ltd. (a)

3,161,156

13,351

RingCentral, Inc.

140,250

2,094

T-Mobile U.S., Inc. (a)

305,909

10,077

 

25,522

TOTAL TELECOMMUNICATION SERVICES

33,253

Common Stocks - continued

Shares

Value (000s)

UTILITIES - 0.1%

Independent Power and Renewable Electricity Producers - 0.1%

Abengoa Yield PLC

83,100

$ 3,007

NextEra Energy Partners LP

229,100

7,799

 

10,806

Independent Power Producers & Energy Traders - 0.0%

Dynegy, Inc. (a)

390,232

10,361

TOTAL UTILITIES

21,167

TOTAL COMMON STOCKS

(Cost $11,209,369)


16,462,126

Convertible Preferred Stocks - 0.6%

 

 

 

 

CONSUMER DISCRETIONARY - 0.1%

Leisure Products - 0.1%

NJOY, Inc.:

Series C (a)(f)

607,766

10,287

Series D (f)

149,114

2,524

 

12,811

INDUSTRIALS - 0.0%

Airlines - 0.0%

Azul-Linhas Aereas Brasileiras Series B (f)

165,571

7,298

INFORMATION TECHNOLOGY - 0.5%

Internet Software & Services - 0.5%

New Relic, Inc. Series F (f)

152,912

4,127

Uber Technologies, Inc. 8.00% (f)

1,289,237

80,000

 

84,127

Software - 0.0%

Cloudera, Inc. Series F (f)

186,078

2,910

TOTAL INFORMATION TECHNOLOGY

87,037

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $101,593)


107,146

Money Market Funds - 1.2%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.11% (b)

9,495,233

$ 9,495

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

185,310,929

185,311

TOTAL MONEY MARKET FUNDS

(Cost $194,806)


194,806

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $11,505,768)

16,764,078

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(182,107)

NET ASSETS - 100%

$ 16,581,971

Legend

(a) Non-income producing

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

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

(d) Affiliated company

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

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $146,262,000 or 0.9% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Azul-Linhas Aereas Brasileiras Series B

12/24/13

$ 7,023

Azul-Linhas Aereas Brasileiras warrants

12/24/13

$ 0

Cloudera, Inc. Series F

2/5/14

$ 2,709

Dropbox, Inc.

5/2/12

$ 9,084

New Relic, Inc. Series F

4/17/14

$ 4,424

NJOY, Inc.

9/11/13

$ 9,520

NJOY, Inc. Series C

6/7/13

$ 4,913

Security

Acquisition Date

Acquisition Cost (000s)

NJOY, Inc. Series D

2/14/14

$ 2,524

Uber Technologies, Inc. 8.00%

6/6/14

$ 80,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 24

Fidelity Securities Lending Cash Central Fund

1,908

Total

$ 1,932

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Parsvnath Developers Ltd.

$ 10,232

$ -

$ -

$ -

$ 9,495

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,502,974

$ 3,466,890

$ 3,331

$ 32,753

Consumer Staples

1,482,350

1,482,350

-

-

Energy

821,701

815,440

6,261

-

Financials

768,791

731,232

37,559

-

Health Care

2,541,161

2,525,553

15,608

-

Industrials

1,518,312

1,511,014

-

7,298

Information Technology

5,550,621

5,307,795

136,615

106,211

Materials

328,942

328,942

-

-

Telecommunication Services

33,253

19,902

13,351

-

Utilities

21,167

21,167

-

-

Money Market Funds

194,806

194,806

-

-

Total Investments in Securities:

$ 16,764,078

$ 16,405,091

$ 212,725

$ 146,262

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

United States of America

89.2%

Ireland

1.9%

Canada

1.9%

Cayman Islands

1.5%

Netherlands

1.5%

Others (Individually Less Than 1%)

4.0%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $175,711) - See accompanying schedule:

Unaffiliated issuers (cost $11,280,111)

$ 16,559,777

 

Fidelity Central Funds (cost $194,806)

194,806

 

Other affiliated issuers (cost $30,851)

9,495

 

Total Investments (cost $11,505,768)

 

$ 16,764,078

Cash

 

443

Foreign currency held at value (cost $2,445)

2,445

Receivable for investments sold

113,939

Receivable for fund shares sold

19,313

Dividends receivable

6,394

Distributions receivable from Fidelity Central Funds

248

Receivable from investment adviser for expense reductions

7

Other receivables

820

Total assets

16,907,687

 

 

 

Liabilities

Payable for investments purchased

$ 107,464

Payable for fund shares redeemed

20,068

Accrued management fee

8,550

Other affiliated payables

2,007

Other payables and accrued expenses

2,316

Collateral on securities loaned, at value

185,311

Total liabilities

325,716

 

 

 

Net Assets

$ 16,581,971

Net Assets consist of:

 

Paid in capital

$ 10,478,889

Undistributed net investment income

17,541

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

828,668

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

5,256,873

Net Assets

$ 16,581,971

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Blue Chip Growth:
Net Asset Value
, offering price and redemption price per share ($11,969,523 ÷ 179,406 shares)

$ 66.72

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($4,612,448 ÷ 69,033 shares)

$ 66.82

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 176,722

Income from Fidelity Central Funds

 

1,932

Total income

 

178,654

 

 

 

Expenses

Management fee
Basic fee

$ 95,242

Performance adjustment

11,359

Transfer agent fees

22,396

Accounting and security lending fees

1,655

Custodian fees and expenses

403

Independent trustees' compensation

75

Appreciation in deferred trustee compensation account

1

Registration fees

157

Audit

97

Legal

65

Interest

6

Miscellaneous

163

Total expenses before reductions

131,619

Expense reductions

(481)

131,138

Net investment income (loss)

47,516

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,380,300

Redemption in-kind with affiliated entities

3,310,457

Foreign currency transactions

(452)

Total net realized gain (loss)

 

4,690,305

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,368,324)

Assets and liabilities in foreign currencies

47

Total change in net unrealized appreciation (depreciation)

 

(1,368,277)

Net gain (loss)

3,322,028

Net increase (decrease) in net assets resulting from operations

$ 3,369,544

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 47,516

$ 139,090

Net realized gain (loss)

4,690,305

1,392,019

Change in net unrealized appreciation (depreciation)

(1,368,277)

2,900,667

Net increase (decrease) in net assets resulting
from operations

3,369,544

4,431,776

Distributions to shareholders from net investment income

(80,757)

(85,342)

Distributions to shareholders from net realized gain

(1,378,625)

(230,904)

Total distributions

(1,459,382)

(316,246)

Share transactions - net increase (decrease)

(5,511,393)

1,247,958

Total increase (decrease) in net assets

(3,601,231)

5,363,488

 

 

 

Net Assets

Beginning of period

20,183,202

14,819,714

End of period (including undistributed net investment income of $17,541 and undistributed net investment income of $56,036, respectively)

$ 16,581,971

$ 20,183,202

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 59.65

$ 47.38

$ 48.17

$ 37.63

$ 31.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .39

  .10

  (.03)

  .04

Net realized and unrealized gain (loss)

  11.63

  12.79

  .75

  10.61

  5.80

Total from investment operations

  11.78

  13.18

  .85

  10.58

  5.84

Distributions from net investment income

  (.24)

  (.23)

  (.04)

  .00 E, G

  (.18)

Distributions from net realized gain

  (4.47)

  (.68)

  (1.60)

  (.04) E

  -

Total distributions

  (4.71)

  (.91)

  (1.64)

  (.04)

  (.18)

Net asset value, end of period

$ 66.72

$ 59.65

$ 47.38

$ 48.17

$ 37.63

Total ReturnA

  21.07%

  28.25%

  2.27%

  28.12%

  18.29%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .80%

  .76%

  .90%

  .94%

  .94%

Expenses net of fee waivers, if any

  .80%

  .76%

  .90%

  .94%

  .94%

Expenses net of all reductions

  .80%

  .74%

  .89%

  .92%

  .93%

Net investment income (loss)

  .23%

  .75%

  .21%

  (.06)%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 11,970

$ 12,927

$ 10,595

$ 12,024

$ 10,295

Portfolio turnover rateD

  57% H

  75%

  95%

  132%

  135%

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

B Calculated based on average shares outstanding during the period.

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

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

E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

G Amount represents less than $.01 per share.

H Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 59.74

$ 47.46

$ 48.21

$ 37.66

$ 32.01

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .23

  .47

  .17

  .05

  .11

Net realized and unrealized gain (loss)

  11.64

  12.79

  .75

  10.62

  5.79

Total from investment operations

  11.87

  13.26

  .92

  10.67

  5.90

Distributions from net investment income

  (.33)

  (.30)

  (.08)

  (.05) E

  (.25)

Distributions from net realized gain

  (4.47)

  (.68)

  (1.60)

  (.07) E

  -

Total distributions

  (4.79)I

  (.98)

  (1.67) H

  (.12)

  (.25)

Net asset value, end of period

$ 66.82

$ 59.74

$ 47.46

$ 48.21

$ 37.66

Total ReturnA

  21.23%

  28.42%

  2.43%

  28.37%

  18.48%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .68%

  .61%

  .74%

  .77%

  .75%

Expenses net of fee waivers, if any

  .68%

  .61%

  .74%

  .77%

  .75%

Expenses net of all reductions

  .67%

  .60%

  .73%

  .76%

  .74%

Net investment income (loss)

  .36%

  .89%

  .37%

  .11%

  .30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 4,612

$ 3,506

$ 2,467

$ 1,455

$ 932

Portfolio turnover rateD

  57%G

  75%

  95%

  132%

  135%

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

B Calculated based on average shares outstanding during the period.

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

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

E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

G Portfolio turnover rate excludes securities received or delivered in-kind.

H Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

I Total distributions of $4.79 per share is comprised of distributions from net investment income of $.325 and distributions from net realized gain of $4.466 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Blue Chip Growth and Class K shares, each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013, and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to foreign currency transactions, redemptions in kind, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 5,476,623

Gross unrealized depreciation

(245,385)

Net unrealized appreciation (depreciation) on securities

$ 5,231,238

 

 

Tax Cost

$ 11,532,840

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

Undistributed ordinary income

$ 80,477

Undistributed long-term capital gain

$ 793,526

Net unrealized appreciation (depreciation) on securities and other investments

$ 5,231,281

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 155,664

$ 85,342

Long-term Capital Gains

1,303,718

230,904

Total

$ 1,459,382

$ 316,246

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

Annual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $10,440,292 and $10,009,929, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to its benchmark index, the Russell 1000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .62% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Blue Chip Growth

$ 20,474

.17

Class K

1,922

.05

 

$ 22,396

 

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $93 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 18,386

.32%

$ 6

Redemptions In-Kind. During the period, 120,385 shares of the Fund held by affiliated entities were redeemed for investments with a value of $7,325,217. The net realized gain of $3,310,457 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $390.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $30 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $699. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,908, including $50 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $290 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $191.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014 A

2013

From net investment income

 

 

Blue Chip Growth

$ 47,730

$ 51,844

Class K

19,791

16,348

Class F

13,236

17,150

Total

$ 80,757

$ 85,342

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders - continued

Years ended July 31,

2014 A

2013

From net realized gain

 

 

Blue Chip Growth

$ 908,543

$ 155,106

Class K

269,912

36,829

Class F

200,170

38,969

Total

$ 1,378,625

$ 230,904

A All Class F shares were redeemed on November 19, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Blue Chip Growth

 

 

 

 

Shares sold

30,779

41,304 C

$ 1,939,078

$ 2,121,491 C

Reinvestment of distributions

16,131

4,171

933,288

202,506

Shares redeemed

(84,222) B

(52,364)

(5,182,185) B

(2,708,546)

Net increase (decrease)

(37,312)

(6,889)

$ (2,309,819)

$ (384,549)

Class K

 

 

 

 

Shares sold

17,861

17,299

$ 1,132,520

$ 899,333

Reinvestment of distributions

4,984

1,092

289,703

53,178

Shares redeemed

(12,491)

(11,703)

(788,832)

(608,221)

Net increase (decrease)

10,354

6,688

$ 633,391

$ 344,290

Class F

 

 

 

 

Shares sold

3,759

28,168 C

$ 226,491

$ 1,424,726 C

Reinvestment of distributions

3,740

1,153

213,405

56,119

Shares redeemed

(70,205) B

(3,595)

(4,274,861) B

(192,628)

Net increase (decrease)

(62,706)

25,726

$ (3,834,965)

$ 1,288,217

A All Class F shares were redeemed on November 19, 2013.

B Amount includes in-kind redemptions (see note 5: Redemptions In-Kind).

C Amount includes in-kind exchanges.

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Blue Chip Growth Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

The fund's Statements of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay on September 8, 2014, to shareholders of record at the opening of business on September 5, 2014, a distribution of $3.421 per share derived from capital gains realized from sales of portfolio securities; and a dividend of $0.059 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $1,099,559,018, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

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The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Blue Chip Growth Fund

ang1781278

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment beginning June 1, 2006. The Board also considered that, because the performance adjustment is based on a rolling 36- month measurement period, during a transition period the fund's performance is compared to a blended index return that reflects the performance of the former index for the portion of the measurement period prior to June 1, 2006 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustment for 2009 shown in the chart above reflects the effect of using the blended index return to calculate the fund's performance adjustment.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

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Fidelity®

Dividend Growth

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® Dividend Growth Fund

17.30%

16.52%

7.44%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Ramona Persaud, who became Portfolio Manager of Fidelity® Dividend Growth Fund on January 1, 2014: For the year, the fund's Retail Class shares returned 17.30%, outpacing the S&P 500®. Versus the index, capital goods conglomerate General Electric was the fund's top individual contributor, largely due to timely ownership. We captured a nice gain as shares climbed during the first half of the period, but I sold the stake on valuation concerns just as I came onto the fund, which happened to be right before the stock fell. Elsewhere, it helped the fund to avoid the struggling shares of enterprise technology provider IBM through April, after which I established a position and have been adding exposure as the stock's valuation has improved. We also had good picks in health care, including Covidien, as the fund benefited when the medical device maker's stock took off in June on news it would be acquired. Conversely, it hurt the most to avoid index name Intel because the chipmaker benefited from a cyclical improvement in the PC cycle. Comverse also detracted in tech, as the non-index telecommunications software developer struggled amid a turnaround under new management.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Dividend Growth

.55%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.40

$ 2.85

HypotheticalA

 

$ 1,000.00

$ 1,022.07

$ 2.76

Class K

.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,090.40

$ 2.18

HypotheticalA

 

$ 1,000.00

$ 1,022.71

$ 2.11

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

4.0

3.0

Exxon Mobil Corp.

2.6

2.8

JPMorgan Chase & Co.

2.5

2.1

Microsoft Corp.

2.4

2.6

Johnson & Johnson

2.3

2.0

Chevron Corp.

2.2

2.1

Wells Fargo & Co.

2.1

2.2

Verizon Communications, Inc.

1.9

0.0

Oracle Corp.

1.7

1.6

Amgen, Inc.

1.6

1.7

 

23.3

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.6

19.4

Financials

15.9

14.7

Health Care

14.0

11.8

Consumer Discretionary

11.9

13.1

Consumer Staples

10.7

11.7

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

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Stocks and
Equity Futures 97.0%

 

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Stocks and
Equity Futures 97.4%

 

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Convertible
Securities 0.5%

 

ang1781297

Convertible
Securities 0.2%

 

ang1781300

Other Investments 0.1%

 

ang1781300

Other Investments 0.1%

 

ang1781220

Short-Term
Investments and
Net Other Assets (Liabilities) 2.4%

 

ang1781304

Short-Term
Investments and
Net Other Assets (Liabilities) 2.3%

 

* Foreign investments

14.0%

 

** Foreign investments

17.0%

 

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Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 11.5%

Auto Components - 0.8%

Johnson Controls, Inc.

1,415,436

$ 66,865

Diversified Consumer Services - 0.6%

H&R Block, Inc.

1,567,620

50,368

Hotels, Restaurants & Leisure - 2.0%

ARAMARK Holdings Corp.

1,654,400

44,603

Brinker International, Inc.

909,961

40,803

Darden Restaurants, Inc. (e)

1,286,100

60,125

Wyndham Worldwide Corp.

348,191

26,306

 

171,837

Household Durables - 0.5%

Taylor Wimpey PLC

22,670,137

42,599

Media - 4.1%

Altice S.A.

360,400

20,682

Atresmedia Corporacion de Medios de Comunicacion SA (e)

1,881,566

27,689

CBS Corp. Class B

840,642

47,774

Comcast Corp. Class A

1,868,696

100,405

MDC Partners, Inc. Class A (sub. vtg.)

1,085,908

22,797

Time Warner Cable, Inc.

349,200

50,669

Time Warner, Inc.

936,217

77,725

 

347,741

Multiline Retail - 0.4%

Dillard's, Inc. Class A

302,900

36,112

Specialty Retail - 1.9%

AutoZone, Inc. (a)

134,100

69,334

Foot Locker, Inc.

943,079

44,825

GameStop Corp. Class A

1,039,900

43,645

VT Holdings Co. Ltd.

537,100

2,880

 

160,684

Textiles, Apparel & Luxury Goods - 1.2%

NIKE, Inc. Class B

644,364

49,700

VF Corp.

860,800

52,741

 

102,441

TOTAL CONSUMER DISCRETIONARY

978,647

CONSUMER STAPLES - 10.7%

Beverages - 3.5%

Dr. Pepper Snapple Group, Inc.

1,278,208

75,108

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

PepsiCo, Inc.

1,237,600

$ 109,033

The Coca-Cola Co.

2,826,138

111,039

 

295,180

Food & Staples Retailing - 2.5%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

795,100

21,760

Kroger Co.

1,776,209

86,999

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

489,201

24,274

Tsuruha Holdings, Inc.

125,500

7,204

Walgreen Co.

1,097,936

75,505

 

215,742

Food Products - 1.7%

Archer Daniels Midland Co.

1,082,060

50,208

Bunge Ltd.

478,580

37,731

Greencore Group PLC

7,964,077

35,537

Hilton Food Group PLC

641,474

5,136

Kellogg Co.

266,800

15,963

 

144,575

Tobacco - 3.0%

British American Tobacco PLC (United Kingdom)

1,445,503

84,681

Japan Tobacco, Inc.

1,924,300

67,673

Lorillard, Inc.

1,096,256

66,302

Philip Morris International, Inc.

458,000

37,561

 

256,217

TOTAL CONSUMER STAPLES

911,714

ENERGY - 10.2%

Energy Equipment & Services - 0.7%

Aspen Aerogels, Inc. (a)

754,877

6,115

National Oilwell Varco, Inc.

625,842

50,718

 

56,833

Oil, Gas & Consumable Fuels - 9.5%

Access Midstream Partners LP

400,136

24,096

Chevron Corp.

1,466,600

189,543

ConocoPhillips Co.

1,118,647

92,288

Emerald Oil, Inc. warrants 2/4/16 (a)

171,198

0

EQT Midstream Partners LP

493,800

42,733

Exxon Mobil Corp.

2,271,797

224,772

MPLX LP

867,322

49,221

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Northern Oil & Gas, Inc. (a)

1,886,790

$ 30,358

Phillips 66 Partners LP

599,536

38,340

PrairieSky Royalty Ltd. (e)

895,600

32,363

Suncor Energy, Inc.

1,564,400

64,235

TAG Oil Ltd. (a)(e)(f)

3,116,900

7,147

TAG Oil Ltd. (a)(e)(f)(g)

146,900

337

Woodside Petroleum Ltd.

437,638

17,179

 

812,612

TOTAL ENERGY

869,445

FINANCIALS - 15.8%

Banks - 9.6%

Bank of America Corp.

8,042,617

122,650

Citigroup, Inc.

2,324,961

113,714

JPMorgan Chase & Co.

3,665,835

211,409

Nordea Bank AB

4,045,990

54,430

SunTrust Banks, Inc.

1,132,300

43,084

U.S. Bancorp

2,328,269

97,857

Wells Fargo & Co.

3,541,093

180,242

 

823,386

Capital Markets - 1.8%

Ameriprise Financial, Inc.

355,600

42,530

BlackRock, Inc. Class A

121,080

36,897

Carlyle Group LP

438,707

14,644

Monex Group, Inc.

4,910,700

15,776

The Blackstone Group LP

1,344,784

43,948

 

153,795

Consumer Finance - 1.0%

Capital One Financial Corp.

1,053,567

83,801

Diversified Financial Services - 0.8%

McGraw Hill Financial, Inc.

863,727

69,288

Insurance - 2.5%

Allied World Assurance Co. Holdings Ltd.

1,782,724

64,196

Aspen Insurance Holdings Ltd.

989,358

39,584

Reinsurance Group of America, Inc.

377,014

30,259

The Chubb Corp.

195,700

16,969

The Travelers Companies, Inc.

649,168

58,139

 

209,147

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

WSFS Financial Corp.

110,701

$ 7,925

TOTAL FINANCIALS

1,347,342

HEALTH CARE - 14.0%

Biotechnology - 2.6%

Amgen, Inc.

1,105,110

140,780

Gilead Sciences, Inc. (a)

906,241

82,966

 

223,746

Health Care Equipment & Supplies - 2.2%

Covidien PLC

1,116,900

96,623

Medtronic, Inc.

622,600

38,439

The Cooper Companies, Inc.

333,784

53,699

 

188,761

Health Care Providers & Services - 1.9%

Cardinal Health, Inc.

1,097,003

78,600

McKesson Corp.

429,258

82,357

 

160,957

Health Care Technology - 0.1%

CompuGroup Medical AG

424,300

10,568

Life Sciences Tools & Services - 1.0%

Agilent Technologies, Inc.

855,400

47,979

Lonza Group AG

316,798

35,209

 

83,188

Pharmaceuticals - 6.2%

AbbVie, Inc.

1,975,651

103,406

Astellas Pharma, Inc.

3,404,000

46,160

Horizon Pharma, Inc. warrants 9/25/17 (a)

932,200

3,829

Johnson & Johnson

1,916,743

191,847

Merck & Co., Inc.

2,078,300

117,923

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,230,700

65,842

 

529,007

TOTAL HEALTH CARE

1,196,227

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 8.4%

Aerospace & Defense - 2.6%

The Boeing Co.

820,700

$ 98,878

United Technologies Corp.

1,143,966

120,288

 

219,166

Air Freight & Logistics - 0.9%

FedEx Corp.

509,452

74,828

Airlines - 0.5%

Delta Air Lines, Inc.

1,078,800

40,412

Electrical Equipment - 0.2%

Generac Holdings, Inc. (a)

489,194

21,231

Industrial Conglomerates - 1.9%

Danaher Corp.

1,166,392

86,173

Roper Industries, Inc.

523,044

75,355

 

161,528

Machinery - 0.5%

Manitowoc Co., Inc.

646,375

17,168

Valmont Industries, Inc.

194,500

28,325

 

45,493

Professional Services - 0.5%

Dun & Bradstreet Corp.

435,202

47,885

Road & Rail - 1.3%

CSX Corp.

805,322

24,095

Union Pacific Corp.

885,930

87,096

 

111,191

TOTAL INDUSTRIALS

721,734

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 2.3%

Cisco Systems, Inc.

4,228,486

106,685

QUALCOMM, Inc.

1,185,883

87,400

 

194,085

Electronic Equipment & Components - 0.7%

TE Connectivity Ltd.

923,994

57,186

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - 2.4%

Google, Inc.:

Class A (a)

178,612

$ 103,515

Class C (a)

178,612

102,095

 

205,610

IT Services - 4.1%

Amdocs Ltd.

974,082

44,165

ASAC II LP (j)

2,514,134

38,754

Computer Sciences Corp.

552,061

34,443

Fidelity National Information Services, Inc.

1,335,150

75,302

IBM Corp.

358,500

68,714

Total System Services, Inc.

679,785

21,753

Visa, Inc. Class A

292,062

61,628

Xerox Corp.

706,734

9,371

 

354,130

Semiconductors & Semiconductor Equipment - 0.3%

MediaTek, Inc.

1,823,000

28,145

Software - 4.9%

Activision Blizzard, Inc.

1,709,717

38,263

Comverse, Inc. (a)

934,877

24,008

Electronic Arts, Inc. (a)

371,503

12,483

Microsoft Corp.

4,715,816

203,535

Oracle Corp.

3,515,560

141,993

 

420,282

Technology Hardware, Storage & Peripherals - 4.9%

Apple, Inc.

3,561,918

340,406

EMC Corp.

2,644,900

77,496

 

417,902

TOTAL INFORMATION TECHNOLOGY

1,677,340

MATERIALS - 2.7%

Chemicals - 2.3%

Cabot Corp.

487,048

25,516

Eastman Chemical Co.

196,899

15,512

LyondellBasell Industries NV Class A

698,138

74,177

Potash Corp. of Saskatchewan, Inc. (e)

1,506,400

53,481

W.R. Grace & Co. (a)

311,091

28,309

Westlake Chem Partners LP (a)

16,100

489

 

197,484

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Containers & Packaging - 0.0%

Nampak Ltd.

42

$ 0*

Metals & Mining - 0.4%

Freeport-McMoRan Copper & Gold, Inc.

867,100

32,273

TOTAL MATERIALS

229,757

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

Verizon Communications, Inc.

3,342,900

168,549

Verizon Communications, Inc. CDI

292,480

14,931

 

183,480

UTILITIES - 1.5%

Electric Utilities - 1.0%

Edison International

689,800

37,801

NRG Yield, Inc. Class A

338,600

17,692

Xcel Energy, Inc.

983,752

30,300

 

85,793

Multi-Utilities - 0.5%

CMS Energy Corp.

1,383,445

40,023

TOTAL UTILITIES

125,816

TOTAL COMMON STOCKS

(Cost $6,680,512)


8,241,502

Convertible Preferred Stocks - 0.4%

 

 

 

 

CONSUMER DISCRETIONARY - 0.4%

Auto Components - 0.4%

Mobileye NV 0.00% (j)

(Cost $9,659)

1,383,745


31,134

Convertible Bonds - 0.1%

 

Principal Amount (d) (000s)

Value (000s)

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17

(Cost $7,356)

$ 7,356

$ 6,132

U.S. Treasury Obligations - 0.0%

 

U.S. Treasury Bills, yield at date of purchase 0.03% 8/21/14 to 10/23/14 (i)
(Cost $2,310)

2,310


2,310

Preferred Securities - 0.1%

 

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Baggot Securities Ltd. 10.24% (g)(h)

(Cost $10,674)

EUR

6,950


10,489

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

279,722,596

279,723

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

58,806,419

58,806

TOTAL MONEY MARKET FUNDS

(Cost $338,529)


338,529

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $7,049,040)

8,630,096

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(92,508)

NET ASSETS - 100%

$ 8,537,588

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

476 CME E-mini S&P 500 Index Contracts (United States)

Sept. 2014

$ 45,810

$ 38

 

The face value of futures purchased as a percentage of net assets is 0.5%

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

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

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $10,826,000 or 0.1% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,310,000.

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $69,888,000 or 0.8% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

ASAC II LP

10/10/13

$ 25,141

Mobileye NV 0.00%

8/15/13

$ 9,659

* Amount represents less than $1,000

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

Annual Report

Investments - continued

Affiliated Central Funds

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

Fund

Income earned
(Amount in thousands)

Fidelity Cash Central Fund

$ 172

Fidelity Securities Lending Cash Central Fund

1,384

Total

$ 1,556

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amount in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Double Eagle Petroleum Co.

$ 3,050

$ -

$ 2,039

$ -

$ -

PICO Holdings, Inc.

26,509

-

27,964

-

-

TAG Oil Ltd.

13,370

1,311

1,897

-

7,147

TAG Oil Ltd. (144A)

548

-

-

-

337

Total

$ 43,477

$ 1,311

$ 31,900

$ -

$ 7,484

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,009,781

$ 975,767

$ 2,880

$ 31,134

Consumer Staples

911,714

752,156

159,558

-

Energy

869,445

846,151

23,294

-

Financials

1,347,342

1,331,566

15,776

-

Health Care

1,196,227

1,146,238

49,989

-

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Industrials

$ 721,734

$ 721,734

$ -

$ -

Information Technology

1,677,340

1,610,441

28,145

38,754

Materials

229,757

229,757

-

-

Telecommunication Services

183,480

183,480

-

-

Utilities

125,816

125,816

-

-

Corporate Bonds

6,132

-

6,132

-

U.S. Government and Government Agency Obligations

2,310

-

2,310

-

Preferred Securities

10,489

-

10,489

-

Money Market Funds

338,529

338,529

-

-

Total Investments in Securities:

$ 8,630,096

$ 8,261,635

$ 298,573

$ 69,888

Derivative Instruments:

Assets

Futures Contracts

$ 38

$ 38

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value
(000's)

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 38

$ -

Total Value of Derivatives

$ 38

$ -

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

Other Information

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

United States of America

86.0%

Canada

2.3%

Switzerland

1.8%

Japan

1.7%

Ireland

1.6%

United Kingdom

1.6%

Netherlands

1.3%

Israel

1.1%

Others (Individually Less Than 1%)

2.6%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $55,005) - See accompanying schedule:

Unaffiliated issuers (cost $6,693,094)

$ 8,284,083

 

Fidelity Central Funds (cost $338,529)

338,529

 

Other affiliated issuers (cost $17,417)

7,484

 

Total Investments (cost $7,049,040)

 

$ 8,630,096

Receivable for investments sold

74,611

Receivable for fund shares sold

3,801

Dividends receivable

9,011

Interest receivable

9

Distributions receivable from Fidelity Central Funds

60

Receivable from investment adviser for expense reductions

2

Other receivables

6,173

Total assets

8,723,763

 

 

 

Liabilities

Payable for investments purchased

$ 116,549

Payable for fund shares redeemed

5,548

Accrued management fee

2,648

Payable for daily variation margin for derivative instruments

959

Other affiliated payables

1,119

Other payables and accrued expenses

546

Collateral on securities loaned, at value

58,806

Total liabilities

186,175

 

 

 

Net Assets

$ 8,537,588

Net Assets consist of:

 

Paid in capital

$ 5,821,891

Undistributed net investment income

74,179

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

1,060,449

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

1,581,069

Net Assets

$ 8,537,588

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Dividend Growth:
Net Asset Value
, offering price and redemption price per share ($6,480,908 ÷ 173,885 shares)

$ 37.27

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,056,680 ÷ 55,185 shares)

$ 37.27

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 177,941

Interest

 

1,253

Income from Fidelity Central Funds

 

1,556

Total income

 

180,750

 

 

 

Expenses

Management fee
Basic fee

$ 46,667

Performance adjustment

(15,569)

Transfer agent fees

12,383

Accounting and security lending fees

1,234

Custodian fees and expenses

283

Independent trustees' compensation

36

Registration fees

81

Audit

83

Legal

37

Interest

1

Miscellaneous

70

Total expenses before reductions

45,306

Expense reductions

(204)

45,102

Net investment income (loss)

135,648

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,411,248

Other affiliated issuers

(22,107)

 

Foreign currency transactions

(955)

Futures contracts

12,645

Total net realized gain (loss)

 

1,400,831

Change in net unrealized appreciation (depreciation) on:

Investment securities

(186,709)

Assets and liabilities in foreign currencies

(17)

Futures contracts

38

Total change in net unrealized appreciation (depreciation)

 

(186,688)

Net gain (loss)

1,214,143

Net increase (decrease) in net assets resulting from operations

$ 1,349,791

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 135,648

$ 98,270

Net realized gain (loss)

1,400,831

698,723

Change in net unrealized appreciation (depreciation)

(186,688)

1,016,174

Net increase (decrease) in net assets resulting
from operations

1,349,791

1,813,167

Distributions to shareholders from net investment income

(90,956)

(73,780)

Distributions to shareholders from net realized gain

(759,327)

(120,844)

Total distributions

(850,283)

(194,624)

Share transactions - net increase (decrease)

(233,820)

(472,835)

Total increase (decrease) in net assets

265,688

1,145,708

 

 

 

Net Assets

Beginning of period

8,271,900

7,126,192

End of period (including undistributed net investment income of $74,179 and undistributed net investment income of $41,183, respectively)

$ 8,537,588

$ 8,271,900

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 35.33

$ 28.61

$ 28.96

$ 23.84

$ 20.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .56

  .40

  .20

  .12

  .13E

Net realized and unrealized gain (loss)

  4.98

  7.12

  (.41)

  5.23

  3.63

Total from investment operations

  5.54

  7.52

  (.21)

  5.35

  3.76

Distributions from net investment income

  (.37)

  (.30)

  (.12)

  (.15)

  (.12)

Distributions from net realized gain

  (3.23)

  (.50)

  (.02)

  (.08)

  (.05)

Total distributions

  (3.60)

  (.80)

  (.14)

  (.23)

  (.17)

Net asset value, end of period

$ 37.27

$ 35.33

$ 28.61

$ 28.96

$ 23.84

Total ReturnA

  17.30%

  26.83%

  (.67)%

  22.57%

  18.59%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .56%

  .63%

  .91%

  .93%

  .93%

Expenses net of fee waivers, if any

  .56%

  .63%

  .91%

  .93%

  .93%

Expenses net of all reductions

  .56%

  .62%

  .91%

  .93%

  .92%

Net investment income (loss)

  1.58%

  1.26%

  .75%

  .44%

  .56%E

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,481

$ 6,633

$ 5,905

$ 9,309

$ 7,730

Portfolio turnover rateD

  99%

  69%

  63% G

  67%

  85%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

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

G Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 35.34

$ 28.62

$ 28.98

$ 23.86

$ 20.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .60

  .45

  .25

  .17

  .18E

Net realized and unrealized gain (loss)

  4.97

  7.12

  (.43)

  5.22

  3.63

Total from investment operations

  5.57

  7.57

  (.18)

  5.39

  3.81

Distributions from net investment income

  (.42)

  (.35)

  (.17)

  (.20)

  (.16)

Distributions from net realized gain

  (3.23)

  (.50)

  (.02)

  (.08)

  (.05)

Total distributions

  (3.64) J

  (.85)

  (.18)I

  (.27)H

  (.21)

Net asset value, end of period

$ 37.27

$ 35.34

$ 28.62

$ 28.98

$ 23.86

Total ReturnA

  17.44%

  27.04%

  (.52)%

  22.79%

  18.86%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .44%

  .48%

  .75%

  .78%

  .72%

Expenses net of fee waivers, if any

  .43%

  .48%

  .75%

  .78%

  .72%

Expenses net of all reductions

  .43%

  .47%

  .75%

  .77%

  .71%

Net investment income (loss)

  1.70%

  1.41%

  .91%

  .60%

  .76%E

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,057

$ 1,639

$ 1,221

$ 634

$ 355

Portfolio turnover rateD

  99%

  69%

  63% G

  67%

  85%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .60%.

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

G Portfolio turnover rate excludes securities received or delivered in-kind.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

I Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

J Total distributions of $3.64 per share is comprised of distributions from net investment income of $.419 and distributions from net realized gain of $3.225 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Dividend Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Dividend Growth, and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and U.S. government and government agency obligations are

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, original issue discount, contingent interest, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,652,762

Gross unrealized depreciation

(74,187)

Net unrealized appreciation (depreciation) on securities

$ 1,578,575

 

 

Tax Cost

$ 7,051,521

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

Undistributed ordinary income

$ 161,534

Undistributed long-term capital gain

$ 976,013

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,578,589

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 309,025

$ 80,019

Long-term Capital Gains

541,258

114,605

Total

$ 850,283

$ 194,624

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

4. Derivative Instruments.

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

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

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

Equity Risk

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $12,645 and a change in net unrealized appreciation (depreciation) of $38 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $8,175,346 and $9,295,276 respectively.

Annual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .37% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Dividend Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Dividend Growth

$ 11,554

.17

Class K

829

.05

 

$ 12,383

 

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $180 for the period.

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

Borrower or Lender

Average
Loan Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 10,376

.36%

$ 1

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $1.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $14 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the

Annual Report

8. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,384, including $15 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $150 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $54.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Dividend Growth

$ 70,700

$ 58,843

Class K

20,256

14,937

Total

$ 90,956

$ 73,780

From net realized gain

 

 

Dividend Growth

$ 606,886

$ 99,450

Class K

152,441

21,394

Total

$ 759,327

$ 120,844

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Dividend Growth

 

 

 

 

Shares sold

11,713

18,652

$ 413,381

$ 585,373

Reinvestment of distributions

19,201

4,994

630,027

147,845

Shares redeemed

(44,744)

(42,352)

(1,586,974)

(1,323,760)

Net increase (decrease)

(13,830)

(18,706)

$ (543,566)

$ (590,542)

Class K

 

 

 

 

Shares sold

14,508

13,098

$ 525,067

$ 414,093

Reinvestment of distributions

5,265

1,228

172,697

36,331

Shares redeemed

(10,980)

(10,587)

(388,018)

(332,717)

Net increase (decrease)

8,793

3,739

$ 309,746

$ 117,707

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Dividend Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Dividend Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Dividend Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Dividend Growth Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Dividend Growth

9/15/14

9/12/14

$0.322

$4.693

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014 $1,098,980,760, or, if subsequently determined to be different, the net capital gain of such year.

Dividend Growth designates 24% and 43% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Dividend Growth designates 32% and 54% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Dividend Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2014.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Dividend Growth Fund

ang1781308

The Board has discussed with FMR the fund's underperformance (based on the December 31, 2013 data presented herein) and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that the fund's performance has improved for more recent periods.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Dividend Growth Fund

ang1781310

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC).

FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.,
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774 (8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118 for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) ang1781252
1-800-544-5555

ang1781252
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

DGF-UANN-0914
1.789245.111

Fidelity®

Dividend Growth

Fund -

Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class K A

17.44%

16.72%

7.56%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Dividend Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. See footnote A above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Ramona Persaud, who became Portfolio Manager of Fidelity® Dividend Growth Fund on January 1, 2014: For the year, the fund's Class K shares returned 17.44%, outpacing the S&P 500®. Versus the index, capital goods conglomerate General Electric was the fund's top individual contributor, largely due to timely ownership. We captured a nice gain as shares climbed during the first half of the period, but I sold the stake on valuation concerns just as I came onto the fund, which happened to be right before the stock fell. Elsewhere, it helped the fund to avoid the struggling shares of enterprise technology provider IBM through April, after which I established a postion and have been adding exposure as the stock's valuation has improved. We also had good picks in health care, including Covidien, as the fund benefited when the medical device maker's stock took off in June on news it would be acquired. Conversely, it hurt the most to avoid index name Intel because the chipmaker benefited from a cyclical improvement in the PC cycle. Comverse also detracted in tech, as the non-index telecommunications software developer struggled amid a turnaround under new management.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Dividend Growth

.55%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.40

$ 2.85

HypotheticalA

 

$ 1,000.00

$ 1,022.07

$ 2.76

Class K

.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,090.40

$ 2.18

HypotheticalA

 

$ 1,000.00

$ 1,022.71

$ 2.11

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

4.0

3.0

Exxon Mobil Corp.

2.6

2.8

JPMorgan Chase & Co.

2.5

2.1

Microsoft Corp.

2.4

2.6

Johnson & Johnson

2.3

2.0

Chevron Corp.

2.2

2.1

Wells Fargo & Co.

2.1

2.2

Verizon Communications, Inc.

1.9

0.0

Oracle Corp.

1.7

1.6

Amgen, Inc.

1.6

1.7

 

23.3

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.6

19.4

Financials

15.9

14.7

Health Care

14.0

11.8

Consumer Discretionary

11.9

13.1

Consumer Staples

10.7

11.7

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

ang1781214

Stocks and
Equity Futures 97.0%

 

ang1781214

Stocks and
Equity Futures 97.4%

 

ang1781297

Convertible
Securities 0.5%

 

ang1781297

Convertible
Securities 0.2%

 

ang1781300

Other Investments 0.1%

 

ang1781300

Other Investments 0.1%

 

ang1781220

Short-Term
Investments and
Net Other Assets (Liabilities) 2.4%

 

ang1781220

Short-Term
Investments and
Net Other Assets (Liabilities) 2.3%

 

* Foreign investments

14.0%

 

** Foreign investments

17.0%

 

ang1781335

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 11.5%

Auto Components - 0.8%

Johnson Controls, Inc.

1,415,436

$ 66,865

Diversified Consumer Services - 0.6%

H&R Block, Inc.

1,567,620

50,368

Hotels, Restaurants & Leisure - 2.0%

ARAMARK Holdings Corp.

1,654,400

44,603

Brinker International, Inc.

909,961

40,803

Darden Restaurants, Inc. (e)

1,286,100

60,125

Wyndham Worldwide Corp.

348,191

26,306

 

171,837

Household Durables - 0.5%

Taylor Wimpey PLC

22,670,137

42,599

Media - 4.1%

Altice S.A.

360,400

20,682

Atresmedia Corporacion de Medios de Comunicacion SA (e)

1,881,566

27,689

CBS Corp. Class B

840,642

47,774

Comcast Corp. Class A

1,868,696

100,405

MDC Partners, Inc. Class A (sub. vtg.)

1,085,908

22,797

Time Warner Cable, Inc.

349,200

50,669

Time Warner, Inc.

936,217

77,725

 

347,741

Multiline Retail - 0.4%

Dillard's, Inc. Class A

302,900

36,112

Specialty Retail - 1.9%

AutoZone, Inc. (a)

134,100

69,334

Foot Locker, Inc.

943,079

44,825

GameStop Corp. Class A

1,039,900

43,645

VT Holdings Co. Ltd.

537,100

2,880

 

160,684

Textiles, Apparel & Luxury Goods - 1.2%

NIKE, Inc. Class B

644,364

49,700

VF Corp.

860,800

52,741

 

102,441

TOTAL CONSUMER DISCRETIONARY

978,647

CONSUMER STAPLES - 10.7%

Beverages - 3.5%

Dr. Pepper Snapple Group, Inc.

1,278,208

75,108

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

PepsiCo, Inc.

1,237,600

$ 109,033

The Coca-Cola Co.

2,826,138

111,039

 

295,180

Food & Staples Retailing - 2.5%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

795,100

21,760

Kroger Co.

1,776,209

86,999

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

489,201

24,274

Tsuruha Holdings, Inc.

125,500

7,204

Walgreen Co.

1,097,936

75,505

 

215,742

Food Products - 1.7%

Archer Daniels Midland Co.

1,082,060

50,208

Bunge Ltd.

478,580

37,731

Greencore Group PLC

7,964,077

35,537

Hilton Food Group PLC

641,474

5,136

Kellogg Co.

266,800

15,963

 

144,575

Tobacco - 3.0%

British American Tobacco PLC (United Kingdom)

1,445,503

84,681

Japan Tobacco, Inc.

1,924,300

67,673

Lorillard, Inc.

1,096,256

66,302

Philip Morris International, Inc.

458,000

37,561

 

256,217

TOTAL CONSUMER STAPLES

911,714

ENERGY - 10.2%

Energy Equipment & Services - 0.7%

Aspen Aerogels, Inc. (a)

754,877

6,115

National Oilwell Varco, Inc.

625,842

50,718

 

56,833

Oil, Gas & Consumable Fuels - 9.5%

Access Midstream Partners LP

400,136

24,096

Chevron Corp.

1,466,600

189,543

ConocoPhillips Co.

1,118,647

92,288

Emerald Oil, Inc. warrants 2/4/16 (a)

171,198

0

EQT Midstream Partners LP

493,800

42,733

Exxon Mobil Corp.

2,271,797

224,772

MPLX LP

867,322

49,221

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Northern Oil & Gas, Inc. (a)

1,886,790

$ 30,358

Phillips 66 Partners LP

599,536

38,340

PrairieSky Royalty Ltd. (e)

895,600

32,363

Suncor Energy, Inc.

1,564,400

64,235

TAG Oil Ltd. (a)(e)(f)

3,116,900

7,147

TAG Oil Ltd. (a)(e)(f)(g)

146,900

337

Woodside Petroleum Ltd.

437,638

17,179

 

812,612

TOTAL ENERGY

869,445

FINANCIALS - 15.8%

Banks - 9.6%

Bank of America Corp.

8,042,617

122,650

Citigroup, Inc.

2,324,961

113,714

JPMorgan Chase & Co.

3,665,835

211,409

Nordea Bank AB

4,045,990

54,430

SunTrust Banks, Inc.

1,132,300

43,084

U.S. Bancorp

2,328,269

97,857

Wells Fargo & Co.

3,541,093

180,242

 

823,386

Capital Markets - 1.8%

Ameriprise Financial, Inc.

355,600

42,530

BlackRock, Inc. Class A

121,080

36,897

Carlyle Group LP

438,707

14,644

Monex Group, Inc.

4,910,700

15,776

The Blackstone Group LP

1,344,784

43,948

 

153,795

Consumer Finance - 1.0%

Capital One Financial Corp.

1,053,567

83,801

Diversified Financial Services - 0.8%

McGraw Hill Financial, Inc.

863,727

69,288

Insurance - 2.5%

Allied World Assurance Co. Holdings Ltd.

1,782,724

64,196

Aspen Insurance Holdings Ltd.

989,358

39,584

Reinsurance Group of America, Inc.

377,014

30,259

The Chubb Corp.

195,700

16,969

The Travelers Companies, Inc.

649,168

58,139

 

209,147

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.1%

WSFS Financial Corp.

110,701

$ 7,925

TOTAL FINANCIALS

1,347,342

HEALTH CARE - 14.0%

Biotechnology - 2.6%

Amgen, Inc.

1,105,110

140,780

Gilead Sciences, Inc. (a)

906,241

82,966

 

223,746

Health Care Equipment & Supplies - 2.2%

Covidien PLC

1,116,900

96,623

Medtronic, Inc.

622,600

38,439

The Cooper Companies, Inc.

333,784

53,699

 

188,761

Health Care Providers & Services - 1.9%

Cardinal Health, Inc.

1,097,003

78,600

McKesson Corp.

429,258

82,357

 

160,957

Health Care Technology - 0.1%

CompuGroup Medical AG

424,300

10,568

Life Sciences Tools & Services - 1.0%

Agilent Technologies, Inc.

855,400

47,979

Lonza Group AG

316,798

35,209

 

83,188

Pharmaceuticals - 6.2%

AbbVie, Inc.

1,975,651

103,406

Astellas Pharma, Inc.

3,404,000

46,160

Horizon Pharma, Inc. warrants 9/25/17 (a)

932,200

3,829

Johnson & Johnson

1,916,743

191,847

Merck & Co., Inc.

2,078,300

117,923

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,230,700

65,842

 

529,007

TOTAL HEALTH CARE

1,196,227

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 8.4%

Aerospace & Defense - 2.6%

The Boeing Co.

820,700

$ 98,878

United Technologies Corp.

1,143,966

120,288

 

219,166

Air Freight & Logistics - 0.9%

FedEx Corp.

509,452

74,828

Airlines - 0.5%

Delta Air Lines, Inc.

1,078,800

40,412

Electrical Equipment - 0.2%

Generac Holdings, Inc. (a)

489,194

21,231

Industrial Conglomerates - 1.9%

Danaher Corp.

1,166,392

86,173

Roper Industries, Inc.

523,044

75,355

 

161,528

Machinery - 0.5%

Manitowoc Co., Inc.

646,375

17,168

Valmont Industries, Inc.

194,500

28,325

 

45,493

Professional Services - 0.5%

Dun & Bradstreet Corp.

435,202

47,885

Road & Rail - 1.3%

CSX Corp.

805,322

24,095

Union Pacific Corp.

885,930

87,096

 

111,191

TOTAL INDUSTRIALS

721,734

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 2.3%

Cisco Systems, Inc.

4,228,486

106,685

QUALCOMM, Inc.

1,185,883

87,400

 

194,085

Electronic Equipment & Components - 0.7%

TE Connectivity Ltd.

923,994

57,186

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - 2.4%

Google, Inc.:

Class A (a)

178,612

$ 103,515

Class C (a)

178,612

102,095

 

205,610

IT Services - 4.1%

Amdocs Ltd.

974,082

44,165

ASAC II LP (j)

2,514,134

38,754

Computer Sciences Corp.

552,061

34,443

Fidelity National Information Services, Inc.

1,335,150

75,302

IBM Corp.

358,500

68,714

Total System Services, Inc.

679,785

21,753

Visa, Inc. Class A

292,062

61,628

Xerox Corp.

706,734

9,371

 

354,130

Semiconductors & Semiconductor Equipment - 0.3%

MediaTek, Inc.

1,823,000

28,145

Software - 4.9%

Activision Blizzard, Inc.

1,709,717

38,263

Comverse, Inc. (a)

934,877

24,008

Electronic Arts, Inc. (a)

371,503

12,483

Microsoft Corp.

4,715,816

203,535

Oracle Corp.

3,515,560

141,993

 

420,282

Technology Hardware, Storage & Peripherals - 4.9%

Apple, Inc.

3,561,918

340,406

EMC Corp.

2,644,900

77,496

 

417,902

TOTAL INFORMATION TECHNOLOGY

1,677,340

MATERIALS - 2.7%

Chemicals - 2.3%

Cabot Corp.

487,048

25,516

Eastman Chemical Co.

196,899

15,512

LyondellBasell Industries NV Class A

698,138

74,177

Potash Corp. of Saskatchewan, Inc. (e)

1,506,400

53,481

W.R. Grace & Co. (a)

311,091

28,309

Westlake Chem Partners LP (a)

16,100

489

 

197,484

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Containers & Packaging - 0.0%

Nampak Ltd.

42

$ 0*

Metals & Mining - 0.4%

Freeport-McMoRan Copper & Gold, Inc.

867,100

32,273

TOTAL MATERIALS

229,757

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

Verizon Communications, Inc.

3,342,900

168,549

Verizon Communications, Inc. CDI

292,480

14,931

 

183,480

UTILITIES - 1.5%

Electric Utilities - 1.0%

Edison International

689,800

37,801

NRG Yield, Inc. Class A

338,600

17,692

Xcel Energy, Inc.

983,752

30,300

 

85,793

Multi-Utilities - 0.5%

CMS Energy Corp.

1,383,445

40,023

TOTAL UTILITIES

125,816

TOTAL COMMON STOCKS

(Cost $6,680,512)


8,241,502

Convertible Preferred Stocks - 0.4%

 

 

 

 

CONSUMER DISCRETIONARY - 0.4%

Auto Components - 0.4%

Mobileye NV 0.00% (j)

(Cost $9,659)

1,383,745


31,134

Convertible Bonds - 0.1%

 

Principal Amount (d) (000s)

Value (000s)

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17

(Cost $7,356)

$ 7,356

$ 6,132

U.S. Treasury Obligations - 0.0%

 

U.S. Treasury Bills, yield at date of purchase 0.03% 8/21/14 to 10/23/14 (i)
(Cost $2,310)

2,310


2,310

Preferred Securities - 0.1%

 

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Baggot Securities Ltd. 10.24% (g)(h)

(Cost $10,674)

EUR

6,950


10,489

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

279,722,596

279,723

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

58,806,419

58,806

TOTAL MONEY MARKET FUNDS

(Cost $338,529)


338,529

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $7,049,040)

8,630,096

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(92,508)

NET ASSETS - 100%

$ 8,537,588

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

476 CME E-mini S&P 500 Index Contracts (United States)

Sept. 2014

$ 45,810

$ 38

 

The face value of futures purchased as a percentage of net assets is 0.5%

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

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

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $10,826,000 or 0.1% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,310,000.

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $69,888,000 or 0.8% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

ASAC II LP

10/10/13

$ 25,141

Mobileye NV 0.00%

8/15/13

$ 9,659

* Amount represents less than $1,000

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

Annual Report

Affiliated Central Funds

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

Fund

Income earned
(Amount in thousands)

Fidelity Cash Central Fund

$ 172

Fidelity Securities Lending Cash Central Fund

1,384

Total

$ 1,556

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amount in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Double Eagle Petroleum Co.

$ 3,050

$ -

$ 2,039

$ -

$ -

PICO Holdings, Inc.

26,509

-

27,964

-

-

TAG Oil Ltd.

13,370

1,311

1,897

-

7,147

TAG Oil Ltd. (144A)

548

-

-

-

337

Total

$ 43,477

$ 1,311

$ 31,900

$ -

$ 7,484

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,009,781

$ 975,767

$ 2,880

$ 31,134

Consumer Staples

911,714

752,156

159,558

-

Energy

869,445

846,151

23,294

-

Financials

1,347,342

1,331,566

15,776

-

Health Care

1,196,227

1,146,238

49,989

-

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Industrials

$ 721,734

$ 721,734

$ -

$ -

Information Technology

1,677,340

1,610,441

28,145

38,754

Materials

229,757

229,757

-

-

Telecommunication Services

183,480

183,480

-

-

Utilities

125,816

125,816

-

-

Corporate Bonds

6,132

-

6,132

-

U.S. Government and Government Agency Obligations

2,310

-

2,310

-

Preferred Securities

10,489

-

10,489

-

Money Market Funds

338,529

338,529

-

-

Total Investments in Securities:

$ 8,630,096

$ 8,261,635

$ 298,573

$ 69,888

Derivative Instruments:

Assets

Futures Contracts

$ 38

$ 38

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value
(000's)

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 38

$ -

Total Value of Derivatives

$ 38

$ -

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

Other Information

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

United States of America

86.0%

Canada

2.3%

Switzerland

1.8%

Japan

1.7%

Ireland

1.6%

United Kingdom

1.6%

Netherlands

1.3%

Israel

1.1%

Others (Individually Less Than 1%)

2.6%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $55,005) - See accompanying schedule:

Unaffiliated issuers (cost $6,693,094)

$ 8,284,083

 

Fidelity Central Funds (cost $338,529)

338,529

 

Other affiliated issuers (cost $17,417)

7,484

 

Total Investments (cost $7,049,040)

 

$ 8,630,096

Receivable for investments sold

74,611

Receivable for fund shares sold

3,801

Dividends receivable

9,011

Interest receivable

9

Distributions receivable from Fidelity Central Funds

60

Receivable from investment adviser for expense reductions

2

Other receivables

6,173

Total assets

8,723,763

 

 

 

Liabilities

Payable for investments purchased

$ 116,549

Payable for fund shares redeemed

5,548

Accrued management fee

2,648

Payable for daily variation margin for derivative instruments

959

Other affiliated payables

1,119

Other payables and accrued expenses

546

Collateral on securities loaned, at value

58,806

Total liabilities

186,175

 

 

 

Net Assets

$ 8,537,588

Net Assets consist of:

 

Paid in capital

$ 5,821,891

Undistributed net investment income

74,179

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

1,060,449

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

1,581,069

Net Assets

$ 8,537,588

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Dividend Growth:
Net Asset Value
, offering price and redemption price per share ($6,480,908 ÷ 173,885 shares)

$ 37.27

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,056,680 ÷ 55,185 shares)

$ 37.27

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 177,941

Interest

 

1,253

Income from Fidelity Central Funds

 

1,556

Total income

 

180,750

 

 

 

Expenses

Management fee
Basic fee

$ 46,667

Performance adjustment

(15,569)

Transfer agent fees

12,383

Accounting and security lending fees

1,234

Custodian fees and expenses

283

Independent trustees' compensation

36

Registration fees

81

Audit

83

Legal

37

Interest

1

Miscellaneous

70

Total expenses before reductions

45,306

Expense reductions

(204)

45,102

Net investment income (loss)

135,648

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,411,248

Other affiliated issuers

(22,107)

 

Foreign currency transactions

(955)

Futures contracts

12,645

Total net realized gain (loss)

 

1,400,831

Change in net unrealized appreciation (depreciation) on:

Investment securities

(186,709)

Assets and liabilities in foreign currencies

(17)

Futures contracts

38

Total change in net unrealized appreciation (depreciation)

 

(186,688)

Net gain (loss)

1,214,143

Net increase (decrease) in net assets resulting from operations

$ 1,349,791

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 135,648

$ 98,270

Net realized gain (loss)

1,400,831

698,723

Change in net unrealized appreciation (depreciation)

(186,688)

1,016,174

Net increase (decrease) in net assets resulting
from operations

1,349,791

1,813,167

Distributions to shareholders from net investment income

(90,956)

(73,780)

Distributions to shareholders from net realized gain

(759,327)

(120,844)

Total distributions

(850,283)

(194,624)

Share transactions - net increase (decrease)

(233,820)

(472,835)

Total increase (decrease) in net assets

265,688

1,145,708

 

 

 

Net Assets

Beginning of period

8,271,900

7,126,192

End of period (including undistributed net investment income of $74,179 and undistributed net investment income of $41,183, respectively)

$ 8,537,588

$ 8,271,900

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 35.33

$ 28.61

$ 28.96

$ 23.84

$ 20.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .56

  .40

  .20

  .12

  .13E

Net realized and unrealized gain (loss)

  4.98

  7.12

  (.41)

  5.23

  3.63

Total from investment operations

  5.54

  7.52

  (.21)

  5.35

  3.76

Distributions from net investment income

  (.37)

  (.30)

  (.12)

  (.15)

  (.12)

Distributions from net realized gain

  (3.23)

  (.50)

  (.02)

  (.08)

  (.05)

Total distributions

  (3.60)

  (.80)

  (.14)

  (.23)

  (.17)

Net asset value, end of period

$ 37.27

$ 35.33

$ 28.61

$ 28.96

$ 23.84

Total ReturnA

  17.30%

  26.83%

  (.67)%

  22.57%

  18.59%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .56%

  .63%

  .91%

  .93%

  .93%

Expenses net of fee waivers, if any

  .56%

  .63%

  .91%

  .93%

  .93%

Expenses net of all reductions

  .56%

  .62%

  .91%

  .93%

  .92%

Net investment income (loss)

  1.58%

  1.26%

  .75%

  .44%

  .56%E

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,481

$ 6,633

$ 5,905

$ 9,309

$ 7,730

Portfolio turnover rateD

  99%

  69%

  63% G

  67%

  85%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

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

G Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 35.34

$ 28.62

$ 28.98

$ 23.86

$ 20.26

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .60

  .45

  .25

  .17

  .18E

Net realized and unrealized gain (loss)

  4.97

  7.12

  (.43)

  5.22

  3.63

Total from investment operations

  5.57

  7.57

  (.18)

  5.39

  3.81

Distributions from net investment income

  (.42)

  (.35)

  (.17)

  (.20)

  (.16)

Distributions from net realized gain

  (3.23)

  (.50)

  (.02)

  (.08)

  (.05)

Total distributions

  (3.64) J

  (.85)

  (.18)I

  (.27)H

  (.21)

Net asset value, end of period

$ 37.27

$ 35.34

$ 28.62

$ 28.98

$ 23.86

Total ReturnA

  17.44%

  27.04%

  (.52)%

  22.79%

  18.86%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .44%

  .48%

  .75%

  .78%

  .72%

Expenses net of fee waivers, if any

  .43%

  .48%

  .75%

  .78%

  .72%

Expenses net of all reductions

  .43%

  .47%

  .75%

  .77%

  .71%

Net investment income (loss)

  1.70%

  1.41%

  .91%

  .60%

  .76%E

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,057

$ 1,639

$ 1,221

$ 634

$ 355

Portfolio turnover rateD

  99%

  69%

  63% G

  67%

  85%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .60%.

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

G Portfolio turnover rate excludes securities received or delivered in-kind.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

I Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

J Total distributions of $3.64 per share is comprised of distributions from net investment income of $.419 and distributions from net realized gain of $3.225 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Dividend Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Dividend Growth, and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and U.S. government and government agency obligations are

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, original issue discount, contingent interest, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,652,762

Gross unrealized depreciation

(74,187)

Net unrealized appreciation (depreciation) on securities

$ 1,578,575

 

 

Tax Cost

$ 7,051,521

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

Undistributed ordinary income

$ 161,534

Undistributed long-term capital gain

$ 976,013

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,578,589

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 309,025

$ 80,019

Long-term Capital Gains

541,258

114,605

Total

$ 850,283

$ 194,624

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

4. Derivative Instruments.

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

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

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

Equity Risk

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $12,645 and a change in net unrealized appreciation (depreciation) of $38 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $8,175,346 and $9,295,276 respectively.

Annual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .37% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Dividend Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Dividend Growth

$ 11,554

.17

Class K

829

.05

 

$ 12,383

 

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $180 for the period.

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

Borrower or Lender

Average
Loan Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 10,376

.36%

$ 1

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $1.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $14 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the

Annual Report

8. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,384, including $15 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $150 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $54.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Dividend Growth

$ 70,700

$ 58,843

Class K

20,256

14,937

Total

$ 90,956

$ 73,780

From net realized gain

 

 

Dividend Growth

$ 606,886

$ 99,450

Class K

152,441

21,394

Total

$ 759,327

$ 120,844

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Dividend Growth

 

 

 

 

Shares sold

11,713

18,652

$ 413,381

$ 585,373

Reinvestment of distributions

19,201

4,994

630,027

147,845

Shares redeemed

(44,744)

(42,352)

(1,586,974)

(1,323,760)

Net increase (decrease)

(13,830)

(18,706)

$ (543,566)

$ (590,542)

Class K

 

 

 

 

Shares sold

14,508

13,098

$ 525,067

$ 414,093

Reinvestment of distributions

5,265

1,228

172,697

36,331

Shares redeemed

(10,980)

(10,587)

(388,018)

(332,717)

Net increase (decrease)

8,793

3,739

$ 309,746

$ 117,707

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Dividend Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Dividend Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Dividend Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

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Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Dividend Growth Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Pay Date

Record Date

Dividends

Capital Gains

Class K

9/15/14

9/12/14

$0.351

$4.693

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014 $1,098,980,760, or, if subsequently determined to be different, the net capital gain of such year.

Class K designates 23% and 42% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 31% and 52% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Dividend Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2014.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Dividend Growth Fund

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The Board has discussed with FMR the fund's underperformance (based on the December 31, 2013 data presented herein) and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that the fund's performance has improved for more recent periods.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Dividend Growth Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC).

FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.,
New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

DGF-K-UANN-0914
1.863064.105

Fidelity®

Growth & Income

Portfolio

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® Growth & Income Portfolio

15.16%

16.81%

3.96%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income Portfolio, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Matthew Fruhan, Portfolio Manager of Fidelity® Growth & Income Fund: For the year, the fund's Retail Class shares returned 15.16%, underperforming the S&P 500®. Relative to the index, it hurt the most to overweight big-box retailer Target, which was among the fund's biggest holdings. The lingering effects of the firm's troubled expansion into Canada and a holiday-season credit breach continued to weigh on the stock, but this weak stretch allowed me to add to it at an attractive valuation. My picks in industrials and consumer discretionary also were weak. We had some financials stocks place among our biggest individual detractors, including investment banks Citigroup and JPMorgan Chase, both of which were among the fund's biggest holdings. Conversely, stock selection in consumer staples helped the most, especially drugstore chain Walgreen, while an overweight in tobacco stocks benefited the fund. Lorillard was a top relative contributor here. Picks in energy also added value, most notably an overweight in the outperforming shares of natural gas pipeline firm Williams Companies.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Growth and Income

.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,098.10

$ 3.33

Hypothetical A

 

$ 1,000.00

$ 1,021.62

$ 3.21

Class K

.52%

 

 

 

Actual

 

$ 1,000.00

$ 1,098.80

$ 2.71

Hypothetical A

 

$ 1,000.00

$ 1,022.22

$ 2.61

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

4.0

3.8

Apple, Inc.

3.9

3.5

Microsoft Corp.

3.2

3.0

General Electric Co.

3.0

3.0

Chevron Corp.

2.8

2.5

Citigroup, Inc.

2.2

2.1

Verizon Communications, Inc.

2.1

1.4

Target Corp.

2.0

1.8

Comcast Corp. Class A

2.0

1.9

Procter & Gamble Co.

1.8

1.9

 

27.0

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.9

19.6

Financials

19.6

19.3

Consumer Staples

11.9

12.3

Industrials

11.5

11.2

Energy

10.9

11.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

kiu2323490

Stocks 98.8%

 

kiu2323490

Stocks 98.9%

 

kiu2323493

Convertible
Securities 1.0%

 

kiu2323493

Convertible
Securities 1.1%

 

kiu2323496

Other Investments 0.0%

 

kiu2323498

Other Investments 0.1%

 

kiu2323498

Short-Term
Investments and
Net Other Assets (Liabilities) 0.2%

 

kiu2323501

Short-Term
Investments and
Net Other Assets (Liabilities) (0.1)%

 

* Foreign investments

12.9%

 

** Foreign investments

13.0%

 

kiu2323503

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

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.8%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 10.3%

Automobiles - 0.1%

General Motors Co.

159,300

$ 5,388

Diversified Consumer Services - 0.4%

H&R Block, Inc.

816,207

26,225

Hotels, Restaurants & Leisure - 1.7%

Darden Restaurants, Inc.

606,500

28,354

Domino's Pizza, Inc.

62,500

4,500

McDonald's Corp.

413,061

39,059

Yum! Brands, Inc.

814,244

56,509

 

128,422

Household Durables - 0.1%

Tupperware Brands Corp.

153,700

11,186

Media - 3.9%

Comcast Corp. Class A

2,739,400

147,188

Lamar Advertising Co. Class A

125,900

6,314

Scripps Networks Interactive, Inc. Class A

97,689

8,051

Sinclair Broadcast Group, Inc. Class A (e)

902,261

29,152

Time Warner, Inc.

1,093,217

90,759

Viacom, Inc. Class B (non-vtg.)

117,000

9,672

 

291,136

Multiline Retail - 2.0%

Target Corp.

2,582,025

153,863

Specialty Retail - 2.0%

DSW, Inc. Class A

457,900

12,176

Lewis Group Ltd.

461,269

2,732

Lowe's Companies, Inc.

2,134,479

102,135

Sally Beauty Holdings, Inc. (a)

365,600

9,487

Staples, Inc.

609,840

7,068

TJX Companies, Inc.

252,000

13,429

 

147,027

Textiles, Apparel & Luxury Goods - 0.1%

adidas AG

88,800

7,064

TOTAL CONSUMER DISCRETIONARY

770,311

CONSUMER STAPLES - 11.9%

Beverages - 3.5%

Diageo PLC

786,029

23,606

Molson Coors Brewing Co. Class B

294,212

19,868

PepsiCo, Inc.

712,014

62,728

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Pernod Ricard SA

63,200

$ 7,083

SABMiller PLC

555,948

30,392

The Coca-Cola Co.

2,964,403

116,471

 

260,148

Food & Staples Retailing - 1.5%

CVS Caremark Corp.

592,104

45,213

Kroger Co.

476,771

23,352

Walgreen Co.

693,484

47,691

 

116,256

Food Products - 0.4%

Kellogg Co.

543,354

32,509

Household Products - 1.9%

Procter & Gamble Co.

1,709,215

132,157

Svenska Cellulosa AB (SCA) (B Shares)

378,091

9,345

 

141,502

Tobacco - 4.6%

British American Tobacco PLC sponsored ADR

1,075,923

126,313

Lorillard, Inc.

1,651,897

99,907

Philip Morris International, Inc.

942,771

77,317

Reynolds American, Inc.

743,000

41,497

 

345,034

TOTAL CONSUMER STAPLES

895,449

ENERGY - 10.7%

Energy Equipment & Services - 1.0%

Ensco PLC Class A

479,623

24,293

National Oilwell Varco, Inc.

48,200

3,906

Oceaneering International, Inc.

129,200

8,774

Schlumberger Ltd.

345,032

37,398

 

74,371

Oil, Gas & Consumable Fuels - 9.7%

Access Midstream Partners LP

193,533

11,655

Apache Corp.

577,268

59,262

BG Group PLC

3,318,464

65,438

Canadian Natural Resources Ltd.

820,700

35,776

Chevron Corp.

1,603,396

207,223

EQT Midstream Partners LP

76,600

6,629

EV Energy Partners LP

67,900

2,489

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Exxon Mobil Corp.

190,011

$ 18,800

Golar LNG Ltd.

185,400

11,422

Imperial Oil Ltd.

788,100

40,440

Magellan Midstream Partners LP

7,221

579

Markwest Energy Partners LP

873,982

61,004

MPLX LP

81,109

4,603

Occidental Petroleum Corp.

467,216

45,652

Peabody Energy Corp.

428,600

6,502

PrairieSky Royalty Ltd.

30,100

1,088

Suncor Energy, Inc.

1,817,150

74,613

The Williams Companies, Inc.

1,229,572

69,631

Western Gas Partners LP

100,800

7,470

 

730,276

TOTAL ENERGY

804,647

FINANCIALS - 19.6%

Banks - 11.5%

Bank of America Corp.

8,004,656

122,071

Citigroup, Inc.

3,341,430

163,429

JPMorgan Chase & Co.

5,232,492

301,750

M&T Bank Corp.

95,560

11,611

PNC Financial Services Group, Inc.

590,154

48,723

Standard Chartered PLC (United Kingdom)

3,334,159

69,350

SunTrust Banks, Inc.

576,066

21,919

U.S. Bancorp

1,300,973

54,680

Wells Fargo & Co.

1,383,141

70,402

 

863,935

Capital Markets - 4.8%

Apollo Investment Corp.

426,403

3,620

Ares Capital Corp.

318,300

5,319

Artisan Partners Asset Management, Inc.

156,100

8,133

BlackRock, Inc. Class A

25,500

7,771

Carlyle Group LP

232,900

7,774

Charles Schwab Corp.

2,434,743

67,564

Invesco Ltd.

167,200

6,292

KKR & Co. LP

2,044,543

46,861

Morgan Stanley

1,617,397

52,307

Northern Trust Corp.

750,964

50,232

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

State Street Corp.

1,275,227

$ 89,827

The Blackstone Group LP

447,700

14,631

 

360,331

Diversified Financial Services - 0.7%

IntercontinentalExchange Group, Inc.

164,217

31,566

TPG Specialty Lending, Inc. (e)

944,400

18,293

 

49,859

Insurance - 1.6%

Arthur J. Gallagher & Co.

252,600

11,367

Brown & Brown, Inc.

123,600

3,804

Marsh & McLennan Companies, Inc.

350,646

17,802

MetLife, Inc.

1,295,689

68,153

MetLife, Inc. unit

301,200

9,111

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

64,000

544

Principal Financial Group, Inc.

201,200

9,996

 

120,777

Real Estate Investment Trusts - 0.8%

American Homes 4 Rent (f)

258,675

4,713

CBL & Associates Properties, Inc.

996,509

18,635

First Potomac Realty Trust

193,418

2,551

Gaming & Leisure Properties

101,300

3,411

Sun Communities, Inc.

586,614

30,873

 

60,183

Thrifts & Mortgage Finance - 0.2%

Radian Group, Inc.

1,140,368

14,437

TOTAL FINANCIALS

1,469,522

HEALTH CARE - 9.3%

Biotechnology - 1.3%

Amgen, Inc.

709,903

90,435

Intercept Pharmaceuticals, Inc. (a)

19,026

4,421

 

94,856

Health Care Equipment & Supplies - 1.1%

Abbott Laboratories

496,504

20,913

Ansell Ltd.

266,311

4,675

ResMed, Inc. (e)

265,167

13,720

Steris Corp.

31,135

1,584

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Stryker Corp.

271,842

$ 21,685

Zimmer Holdings, Inc.

179,510

17,964

 

80,541

Health Care Providers & Services - 1.7%

Cardinal Health, Inc.

282,300

20,227

Fresenius Medical Care AG & Co. KGaA

117,800

8,166

McKesson Corp.

317,887

60,990

Patterson Companies, Inc.

403,970

15,759

Quest Diagnostics, Inc.

420,384

25,685

 

130,827

Health Care Technology - 0.0%

Quality Systems, Inc.

49,491

768

Pharmaceuticals - 5.2%

AbbVie, Inc.

688,401

36,031

Astellas Pharma, Inc.

1,082,900

14,685

GlaxoSmithKline PLC sponsored ADR

1,508,322

72,958

Johnson & Johnson

1,061,069

106,202

Merck & Co., Inc.

522,038

29,620

Novartis AG sponsored ADR

487,044

42,344

Sanofi SA

199,144

20,908

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,060,120

56,716

Zoetis, Inc. Class A

294,300

9,685

 

389,149

TOTAL HEALTH CARE

696,141

INDUSTRIALS - 11.5%

Aerospace & Defense - 2.0%

Meggitt PLC

2,408,100

20,674

Rolls-Royce Group PLC

889,900

15,625

The Boeing Co.

593,189

71,467

United Technologies Corp.

390,282

41,038

 

148,804

Air Freight & Logistics - 1.8%

C.H. Robinson Worldwide, Inc.

415,973

28,062

PostNL NV (a)

2,367,500

11,853

United Parcel Service, Inc. Class B

968,004

93,984

 

133,899

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - 0.1%

Copa Holdings SA Class A

21,600

$ 3,280

Commercial Services & Supplies - 0.6%

ADT Corp. (e)

804,210

27,987

KAR Auction Services, Inc.

520,300

15,250

Ritchie Brothers Auctioneers, Inc.

21,840

529

 

43,766

Electrical Equipment - 0.4%

General Cable Corp.

144,858

3,220

Hubbell, Inc. Class B

209,139

24,457

 

27,677

Industrial Conglomerates - 3.0%

General Electric Co.

9,043,780

227,451

Machinery - 0.2%

Deere & Co.

135,800

11,558

Stanley Black & Decker, Inc.

33,000

2,886

Valmont Industries, Inc.

15,200

2,214

 

16,658

Professional Services - 0.4%

Acacia Research Corp.

514,902

8,784

Bureau Veritas SA

828,877

21,366

Exova Group Ltd. PLC (a)

774,000

3,019

 

33,169

Road & Rail - 2.3%

CSX Corp.

2,458,920

73,571

J.B. Hunt Transport Services, Inc.

584,445

45,154

Kansas City Southern

80,100

8,736

Norfolk Southern Corp.

350,899

35,672

TransForce, Inc.

490,400

12,400

 

175,533

Trading Companies & Distributors - 0.7%

Beijer Ref AB Series B

30,255

640

Brenntag AG

18,100

2,914

W.W. Grainger, Inc.

104,707

24,622

Watsco, Inc.

270,892

24,264

 

52,440

TOTAL INDUSTRIALS

862,677

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - 19.9%

Communications Equipment - 2.4%

Cisco Systems, Inc.

4,721,552

$ 119,125

QUALCOMM, Inc.

862,846

63,592

 

182,717

Internet Software & Services - 3.0%

Google, Inc.:

Class A (a)

171,507

99,397

Class C (a)

152,207

87,002

Yahoo!, Inc. (a)

1,065,395

38,152

 

224,551

IT Services - 4.9%

Amadeus IT Holding SA Class A

34,000

1,343

Cognizant Technology Solutions Corp. Class A (a)

648,572

31,812

Computer Sciences Corp.

510,906

31,875

Fidelity National Information Services, Inc.

375,436

21,175

IBM Corp.

209,704

40,194

MasterCard, Inc. Class A

892,600

66,186

Paychex, Inc.

2,152,757

88,285

Quindell PLC

1,310,646

4,536

The Western Union Co.

984,180

17,194

Visa, Inc. Class A

334,371

70,556

 

373,156

Semiconductors & Semiconductor Equipment - 1.6%

Applied Materials, Inc.

2,195,949

46,027

Broadcom Corp. Class A

1,632,982

62,478

Maxim Integrated Products, Inc.

365,453

10,711

 

119,216

Software - 3.4%

Microsoft Corp.

5,576,199

240,669

Oracle Corp.

320,453

12,943

 

253,612

Technology Hardware, Storage & Peripherals - 4.6%

Apple, Inc.

3,071,194

293,514

EMC Corp.

1,015,891

29,766

First Data Holdings, Inc. Class B (h)

5,155,476

20,622

 

343,902

TOTAL INFORMATION TECHNOLOGY

1,497,154

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 3.5%

Chemicals - 3.0%

Airgas, Inc.

391,706

$ 41,881

E.I. du Pont de Nemours & Co.

370,246

23,811

FMC Corp.

331,382

21,613

Johnson Matthey PLC

142,295

7,109

Methanex Corp.

123,800

8,057

Monsanto Co.

564,015

63,784

Potash Corp. of Saskatchewan, Inc.

178,900

6,351

Royal DSM NV

186,700

12,920

Syngenta AG (Switzerland)

88,908

31,496

Tronox Ltd. Class A

221,600

5,881

Westlake Chem Partners LP (a)

14,200

431

 

223,334

Metals & Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.

1,037,600

38,619

SunCoke Energy Partners LP

104,383

3,282

 

41,901

TOTAL MATERIALS

265,235

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

Verizon Communications, Inc.

3,093,474

155,973

TOTAL COMMON STOCKS

(Cost $5,970,352)


7,417,109

Convertible Preferred Stocks - 0.8%

 

 

 

 

CONSUMER DISCRETIONARY - 0.0%

Leisure Products - 0.0%

NJOY, Inc. Series D (h)

68,794

1,164

HEALTH CARE - 0.8%

Health Care Equipment & Supplies - 0.8%

Alere, Inc. 3.00%

185,143

61,629

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $46,947)


62,793

Convertible Bonds - 0.2%

 

Principal
Amount (000s) (d)

Value (000s)

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

Amyris, Inc.:

3% 2/27/17

$ 5,615

$ 4,681

5% 10/15/18 (h)

2,870

2,302

Peabody Energy Corp. 4.75% 12/15/41

7,660

5,477

TOTAL CONVERTIBLE BONDS

(Cost $14,440)


12,460

Preferred Securities - 0.0%

 

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Baggot Securities Ltd. 10.24% (f)(g)

(Cost $4,623)

EUR

3,010


4,543

Money Market Funds - 0.6%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

7,094,792

7,095

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

37,662,951

37,663

TOTAL MONEY MARKET FUNDS

(Cost $44,758)


44,758

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $6,081,120)

7,541,663

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(31,988)

NET ASSETS - 100%

$ 7,509,675

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

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

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,256,000 or 0.1% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $24,088,000 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Amyris, Inc. 5% 10/15/18

10/16/13

$ 2,870

First Data Holdings, Inc. Class B

6/26/14

$ 20,622

NJOY, Inc.
Series D

2/14/14

$ 1,164

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 5

Fidelity Securities Lending Cash Central Fund

628

Total

$ 633

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 771,475

$ 770,311

$ -

$ 1,164

Consumer Staples

895,449

871,843

23,606

-

Energy

804,647

739,209

65,438

-

Financials

1,469,522

1,459,867

9,655

-

Health Care

757,770

709,336

48,434

-

Industrials

862,677

862,677

-

-

Information Technology

1,497,154

1,476,532

-

20,622

Materials

265,235

233,739

31,496

-

Telecommunication Services

155,973

155,973

-

-

Corporate Bonds

12,460

-

12,460

-

Preferred Securities

4,543

-

4,543

-

Money Market Funds

44,758

44,758

-

-

Total Investments in Securities:

$ 7,541,663

$ 7,324,245

$ 195,632

$ 21,786

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

United States of America

87.1%

United Kingdom

6.2%

Canada

2.3%

Switzerland

1.0%

Others (Individually Less Than 1%)

3.4%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $36,724) - See accompanying schedule:

Unaffiliated issuers (cost $6,036,362)

$ 7,496,905

 

Fidelity Central Funds (cost $44,758)

44,758

 

Total Investments (cost $6,081,120)

 

$ 7,541,663

Cash

 

71

Receivable for investments sold

38,097

Receivable for fund shares sold

2,826

Dividends receivable

9,448

Interest receivable

124

Distributions receivable from Fidelity Central Funds

36

Receivable from investment adviser for expense reductions

4

Other receivables

765

Total assets

7,593,034

 

 

 

Liabilities

Payable for investments purchased

$ 35,586

Payable for fund shares redeemed

5,294

Accrued management fee

2,889

Other affiliated payables

1,086

Other payables and accrued expenses

841

Collateral on securities loaned, at value

37,663

Total liabilities

83,359

 

 

 

Net Assets

$ 7,509,675

Net Assets consist of:

 

Paid in capital

$ 9,474,595

Undistributed net investment income

3,054

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

(3,428,515)

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

1,460,541

Net Assets

$ 7,509,675

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Growth and Income:
Net Asset Value
, offering price and redemption price per share ($6,550,090 ÷ 225,700 shares)

$ 29.02

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($959,585 ÷ 33,084 shares)

$ 29.00

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 183,254

Interest

 

821

Income from Fidelity Central Funds

 

633

Total income

 

184,708

 

 

 

Expenses

Management fee

$ 33,261

Transfer agent fees

11,471

Accounting and security lending fees

1,186

Custodian fees and expenses

231

Independent trustees' compensation

33

Appreciation in deferred trustee compensation account

2

Registration fees

105

Audit

92

Legal

42

Interest

13

Miscellaneous

58

Total expenses before reductions

46,494

Expense reductions

(155)

46,339

Net investment income (loss)

138,369

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $9)

838,348

Redemption in-kind with affiliated entities

25,387

Foreign currency transactions

(55)

Total net realized gain (loss)

 

863,680

Change in net unrealized appreciation (depreciation) on:

Investment securities

38,915

Assets and liabilities in foreign currencies

(3)

Total change in net unrealized appreciation (depreciation)

 

38,912

Net gain (loss)

902,592

Net increase (decrease) in net assets resulting from operations

$ 1,040,961

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 138,369

$ 127,482

Net realized gain (loss)

863,680

486,610

Change in net unrealized appreciation (depreciation)

38,912

1,017,939

Net increase (decrease) in net assets resulting from operations

1,040,961

1,632,031

Distributions to shareholders from net investment income

(133,552)

(120,664)

Distributions to shareholders from net realized gain

(1,626)

(7,383)

Total distributions

(135,178)

(128,047)

Share transactions - net increase (decrease)

(472,170)

(42,531)

Total increase (decrease) in net assets

433,613

1,461,453

 

 

 

Net Assets

Beginning of period

7,076,062

5,614,609

End of period (including undistrubuted net investment income of $3,054 and undistributed net investment income of $4,966, respectively)

$ 7,509,675

$ 7,076,062

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

Annual Report

Financial Highlights - Growth and Income

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.66

$ 20.13

$ 18.58

$ 15.75

$ 14.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .51

  .46

  .36

  .20

  .10

Net realized and unrealized gain (loss)

  3.35

  5.54

  1.55

  2.82

  1.37

Total from investment operations

  3.86

  6.00

  1.91

  3.02

  1.47

Distributions from net investment income

  (.50)

  (.44)

  (.35)

  (.19)

  (.10)

Distributions from net realized gain

  (.01)

  (.03)

  (.01)

  -

  (.01)

Total distributions

  (.50) G

  (.47)

  (.36)

  (.19)

  (.10) F

Net asset value, end of period

$ 29.02

$ 25.66

$ 20.13

$ 18.58

$ 15.75

Total Return A

  15.16%

  30.15%

  10.45%

  19.16%

  10.25%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .65%

  .68%

  .71%

  .72%

  .75%

Expenses net of fee waivers, if any

  .65%

  .68%

  .71%

  .72%

  .75%

Expenses net of all reductions

  .65%

  .67%

  .71%

  .71%

  .74%

Net investment income (loss)

  1.86%

  2.04%

  1.95%

  1.09%

  .63%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,550

$ 6,060

$ 4,863

$ 5,052

$ 5,417

Portfolio turnover rate D

  41% H

  49%

  62%

  129%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

G Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

H Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.64

$ 20.12

$ 18.57

$ 15.74

$ 14.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

  .50

  .40

  .23

  .13

Net realized and unrealized gain (loss)

  3.36

  5.52

  1.54

  2.82

  1.37

Total from investment operations

  3.90

  6.02

  1.94

  3.05

  1.50

Distributions from net investment income

  (.53)

  (.47)

  (.38)

  (.22)

  (.13)

Distributions from net realized gain

  (.01)

  (.03)

  (.01)

  -

  (.01)

Total distributions

  (.54)

  (.50)

  (.39)

  (.22)

  (.14) F

Net asset value, end of period

$ 29.00

$ 25.64

$ 20.12

$ 18.57

$ 15.74

Total Return A

  15.32%

  30.28%

  10.66%

  19.40%

  10.41%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .52%

  .53%

  .54%

  .54%

  .54%

Expenses net of fee waivers, if any

  .52%

  .53%

  .54%

  .54%

  .54%

Expenses net of all reductions

  .52%

  .52%

  .54%

  .53%

  .53%

Net investment income (loss)

  1.99%

  2.19%

  2.13%

  1.27%

  .84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 960

$ 1,016

$ 752

$ 403

$ 292

Portfolio turnover rate D

  41% G

  49%

  62%

  129%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

G Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Growth & Income and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, market discount, redemptions in kind, partnerships, deferred trustees compensation, equity-debt classification, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,544,345

Gross unrealized depreciation

(92,703)

Net unrealized appreciation (depreciation) on securities

$ 1,451,642

 

 

Tax Cost

$ 6,090,021

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

Undistributed ordinary income

$ 11,908

Capital loss carryforward

$ (3,419,588)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,451,645

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (251,247)

2018

(3,168,341)

Total capital loss carryforward

$ (3,419,588)

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 135,178

$ 128,047

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind securities, aggregated $3,025,941 and $3,423,754, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .45% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth & Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Growth and Income

$ 10,994

.17

Class K

477

.05

 

$ 11,471

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $48 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 17,263

.31%

$ 13

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind. During the period, 2,627 shares of the Fund held by affiliated entities were redeemed in kind for cash and investments, including accrued interest, with a value of $77,347. The net realized gain of $25,387 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $628, including $34 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $79 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $76.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Growth and Income

$ 113,973

$ 102,417

Class K

19,579

18,247

Total

$ 133,552

$ 120,664

From net realized gain

 

 

Growth and Income

$ 1,391

$ 6,339

Class K

235

1,044

Total

$ 1,626

$ 7,383

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Growth and Income

 

 

 

 

Shares sold

21,786

29,843

$ 598,816

$ 688,591

Reinvestment of distributions

3,998

4,672

110,063

104,347

Shares redeemed

(36,289) A

(39,833)

(997,570) A

(885,644)

Net increase (decrease)

(10,505)

(5,318)

$ (288,691)

$ (92,706)

Class K

 

 

 

 

Shares sold

7,113

11,165

$ 195,462

$ 248,185

Reinvestment of distributions

722

863

19,814

19,291

Shares redeemed

(14,384)

(9,761)

(398,755)

(217,301)

Net increase (decrease)

(6,549)

2,267

$ (183,479)

$ 50,175

A Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

Annual Report

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Growth & Income Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Growth & Income Portfolio (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Growth & Income Portfolio's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 11, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

Growth & Income designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Growth & Income designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income Portfolio

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth & Income Portfolio

kiu2323505

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Growth & Income Portfolio

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Annual Report

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research

(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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and Account Assistance 1-800-544-6666

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Fidelity Automated Service
Telephone (FAST ®) kiu2323509
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kiu2323509
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
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www.fidelity.com

GAI-UANN-0914
1.874515.106

Fidelity®

Growth & Income

Portfolio -
Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class K A

15.32%

16.99%

4.07%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity® Growth & Income Portfolio, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income Portfolio - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Matthew Fruhan, Portfolio Manager of Fidelity® Growth & Income Fund: For the year, the fund's Class K shares returned 15.32%, underperforming the S&P 500®. Relative to the index, it hurt the most to overweight big-box retailer Target, which was among the fund's biggest holdings. The lingering effects of the firm's troubled expansion into Canada and a holiday-season credit breach continued to weigh on the stock, but this weak stretch allowed me to add to it at an attractive valuation. My picks in industrials and consumer discretionary were weak. We had some financials stocks place among our biggest individual detractors, including investment banks Citigroup and JPMorgan Chase, both of which were among the fund's biggest holdings. Conversely, stock selection in consumer staples helped the most, especially drugstore chain Walgreen, while an overweight in tobacco stocks benefited the fund. Lorillard was a top relative contributor here. Picks in energy also added value, most notably an overweight in the outperforming shares of natural gas pipeline firm Williams Companies.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Growth and Income

.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,098.10

$ 3.33

Hypothetical A

 

$ 1,000.00

$ 1,021.62

$ 3.21

Class K

.52%

 

 

 

Actual

 

$ 1,000.00

$ 1,098.80

$ 2.71

Hypothetical A

 

$ 1,000.00

$ 1,022.22

$ 2.61

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

4.0

3.8

Apple, Inc.

3.9

3.5

Microsoft Corp.

3.2

3.0

General Electric Co.

3.0

3.0

Chevron Corp.

2.8

2.5

Citigroup, Inc.

2.2

2.1

Verizon Communications, Inc.

2.1

1.4

Target Corp.

2.0

1.8

Comcast Corp. Class A

2.0

1.9

Procter & Gamble Co.

1.8

1.9

 

27.0

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.9

19.6

Financials

19.6

19.3

Consumer Staples

11.9

12.3

Industrials

11.5

11.2

Energy

10.9

11.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

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Stocks 98.8%

 

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Stocks 98.9%

 

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Convertible
Securities 1.0%

 

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Convertible
Securities 1.1%

 

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Other Investments 0.0%

 

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Other Investments 0.1%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 0.2%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) (0.1)%

 

* Foreign investments

12.9%

 

** Foreign investments

13.0%

 

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

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.8%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 10.3%

Automobiles - 0.1%

General Motors Co.

159,300

$ 5,388

Diversified Consumer Services - 0.4%

H&R Block, Inc.

816,207

26,225

Hotels, Restaurants & Leisure - 1.7%

Darden Restaurants, Inc.

606,500

28,354

Domino's Pizza, Inc.

62,500

4,500

McDonald's Corp.

413,061

39,059

Yum! Brands, Inc.

814,244

56,509

 

128,422

Household Durables - 0.1%

Tupperware Brands Corp.

153,700

11,186

Media - 3.9%

Comcast Corp. Class A

2,739,400

147,188

Lamar Advertising Co. Class A

125,900

6,314

Scripps Networks Interactive, Inc. Class A

97,689

8,051

Sinclair Broadcast Group, Inc. Class A (e)

902,261

29,152

Time Warner, Inc.

1,093,217

90,759

Viacom, Inc. Class B (non-vtg.)

117,000

9,672

 

291,136

Multiline Retail - 2.0%

Target Corp.

2,582,025

153,863

Specialty Retail - 2.0%

DSW, Inc. Class A

457,900

12,176

Lewis Group Ltd.

461,269

2,732

Lowe's Companies, Inc.

2,134,479

102,135

Sally Beauty Holdings, Inc. (a)

365,600

9,487

Staples, Inc.

609,840

7,068

TJX Companies, Inc.

252,000

13,429

 

147,027

Textiles, Apparel & Luxury Goods - 0.1%

adidas AG

88,800

7,064

TOTAL CONSUMER DISCRETIONARY

770,311

CONSUMER STAPLES - 11.9%

Beverages - 3.5%

Diageo PLC

786,029

23,606

Molson Coors Brewing Co. Class B

294,212

19,868

PepsiCo, Inc.

712,014

62,728

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Pernod Ricard SA

63,200

$ 7,083

SABMiller PLC

555,948

30,392

The Coca-Cola Co.

2,964,403

116,471

 

260,148

Food & Staples Retailing - 1.5%

CVS Caremark Corp.

592,104

45,213

Kroger Co.

476,771

23,352

Walgreen Co.

693,484

47,691

 

116,256

Food Products - 0.4%

Kellogg Co.

543,354

32,509

Household Products - 1.9%

Procter & Gamble Co.

1,709,215

132,157

Svenska Cellulosa AB (SCA) (B Shares)

378,091

9,345

 

141,502

Tobacco - 4.6%

British American Tobacco PLC sponsored ADR

1,075,923

126,313

Lorillard, Inc.

1,651,897

99,907

Philip Morris International, Inc.

942,771

77,317

Reynolds American, Inc.

743,000

41,497

 

345,034

TOTAL CONSUMER STAPLES

895,449

ENERGY - 10.7%

Energy Equipment & Services - 1.0%

Ensco PLC Class A

479,623

24,293

National Oilwell Varco, Inc.

48,200

3,906

Oceaneering International, Inc.

129,200

8,774

Schlumberger Ltd.

345,032

37,398

 

74,371

Oil, Gas & Consumable Fuels - 9.7%

Access Midstream Partners LP

193,533

11,655

Apache Corp.

577,268

59,262

BG Group PLC

3,318,464

65,438

Canadian Natural Resources Ltd.

820,700

35,776

Chevron Corp.

1,603,396

207,223

EQT Midstream Partners LP

76,600

6,629

EV Energy Partners LP

67,900

2,489

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Exxon Mobil Corp.

190,011

$ 18,800

Golar LNG Ltd.

185,400

11,422

Imperial Oil Ltd.

788,100

40,440

Magellan Midstream Partners LP

7,221

579

Markwest Energy Partners LP

873,982

61,004

MPLX LP

81,109

4,603

Occidental Petroleum Corp.

467,216

45,652

Peabody Energy Corp.

428,600

6,502

PrairieSky Royalty Ltd.

30,100

1,088

Suncor Energy, Inc.

1,817,150

74,613

The Williams Companies, Inc.

1,229,572

69,631

Western Gas Partners LP

100,800

7,470

 

730,276

TOTAL ENERGY

804,647

FINANCIALS - 19.6%

Banks - 11.5%

Bank of America Corp.

8,004,656

122,071

Citigroup, Inc.

3,341,430

163,429

JPMorgan Chase & Co.

5,232,492

301,750

M&T Bank Corp.

95,560

11,611

PNC Financial Services Group, Inc.

590,154

48,723

Standard Chartered PLC (United Kingdom)

3,334,159

69,350

SunTrust Banks, Inc.

576,066

21,919

U.S. Bancorp

1,300,973

54,680

Wells Fargo & Co.

1,383,141

70,402

 

863,935

Capital Markets - 4.8%

Apollo Investment Corp.

426,403

3,620

Ares Capital Corp.

318,300

5,319

Artisan Partners Asset Management, Inc.

156,100

8,133

BlackRock, Inc. Class A

25,500

7,771

Carlyle Group LP

232,900

7,774

Charles Schwab Corp.

2,434,743

67,564

Invesco Ltd.

167,200

6,292

KKR & Co. LP

2,044,543

46,861

Morgan Stanley

1,617,397

52,307

Northern Trust Corp.

750,964

50,232

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

State Street Corp.

1,275,227

$ 89,827

The Blackstone Group LP

447,700

14,631

 

360,331

Diversified Financial Services - 0.7%

IntercontinentalExchange Group, Inc.

164,217

31,566

TPG Specialty Lending, Inc. (e)

944,400

18,293

 

49,859

Insurance - 1.6%

Arthur J. Gallagher & Co.

252,600

11,367

Brown & Brown, Inc.

123,600

3,804

Marsh & McLennan Companies, Inc.

350,646

17,802

MetLife, Inc.

1,295,689

68,153

MetLife, Inc. unit

301,200

9,111

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

64,000

544

Principal Financial Group, Inc.

201,200

9,996

 

120,777

Real Estate Investment Trusts - 0.8%

American Homes 4 Rent (f)

258,675

4,713

CBL & Associates Properties, Inc.

996,509

18,635

First Potomac Realty Trust

193,418

2,551

Gaming & Leisure Properties

101,300

3,411

Sun Communities, Inc.

586,614

30,873

 

60,183

Thrifts & Mortgage Finance - 0.2%

Radian Group, Inc.

1,140,368

14,437

TOTAL FINANCIALS

1,469,522

HEALTH CARE - 9.3%

Biotechnology - 1.3%

Amgen, Inc.

709,903

90,435

Intercept Pharmaceuticals, Inc. (a)

19,026

4,421

 

94,856

Health Care Equipment & Supplies - 1.1%

Abbott Laboratories

496,504

20,913

Ansell Ltd.

266,311

4,675

ResMed, Inc. (e)

265,167

13,720

Steris Corp.

31,135

1,584

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Stryker Corp.

271,842

$ 21,685

Zimmer Holdings, Inc.

179,510

17,964

 

80,541

Health Care Providers & Services - 1.7%

Cardinal Health, Inc.

282,300

20,227

Fresenius Medical Care AG & Co. KGaA

117,800

8,166

McKesson Corp.

317,887

60,990

Patterson Companies, Inc.

403,970

15,759

Quest Diagnostics, Inc.

420,384

25,685

 

130,827

Health Care Technology - 0.0%

Quality Systems, Inc.

49,491

768

Pharmaceuticals - 5.2%

AbbVie, Inc.

688,401

36,031

Astellas Pharma, Inc.

1,082,900

14,685

GlaxoSmithKline PLC sponsored ADR

1,508,322

72,958

Johnson & Johnson

1,061,069

106,202

Merck & Co., Inc.

522,038

29,620

Novartis AG sponsored ADR

487,044

42,344

Sanofi SA

199,144

20,908

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,060,120

56,716

Zoetis, Inc. Class A

294,300

9,685

 

389,149

TOTAL HEALTH CARE

696,141

INDUSTRIALS - 11.5%

Aerospace & Defense - 2.0%

Meggitt PLC

2,408,100

20,674

Rolls-Royce Group PLC

889,900

15,625

The Boeing Co.

593,189

71,467

United Technologies Corp.

390,282

41,038

 

148,804

Air Freight & Logistics - 1.8%

C.H. Robinson Worldwide, Inc.

415,973

28,062

PostNL NV (a)

2,367,500

11,853

United Parcel Service, Inc. Class B

968,004

93,984

 

133,899

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - 0.1%

Copa Holdings SA Class A

21,600

$ 3,280

Commercial Services & Supplies - 0.6%

ADT Corp. (e)

804,210

27,987

KAR Auction Services, Inc.

520,300

15,250

Ritchie Brothers Auctioneers, Inc.

21,840

529

 

43,766

Electrical Equipment - 0.4%

General Cable Corp.

144,858

3,220

Hubbell, Inc. Class B

209,139

24,457

 

27,677

Industrial Conglomerates - 3.0%

General Electric Co.

9,043,780

227,451

Machinery - 0.2%

Deere & Co.

135,800

11,558

Stanley Black & Decker, Inc.

33,000

2,886

Valmont Industries, Inc.

15,200

2,214

 

16,658

Professional Services - 0.4%

Acacia Research Corp.

514,902

8,784

Bureau Veritas SA

828,877

21,366

Exova Group Ltd. PLC (a)

774,000

3,019

 

33,169

Road & Rail - 2.3%

CSX Corp.

2,458,920

73,571

J.B. Hunt Transport Services, Inc.

584,445

45,154

Kansas City Southern

80,100

8,736

Norfolk Southern Corp.

350,899

35,672

TransForce, Inc.

490,400

12,400

 

175,533

Trading Companies & Distributors - 0.7%

Beijer Ref AB Series B

30,255

640

Brenntag AG

18,100

2,914

W.W. Grainger, Inc.

104,707

24,622

Watsco, Inc.

270,892

24,264

 

52,440

TOTAL INDUSTRIALS

862,677

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - 19.9%

Communications Equipment - 2.4%

Cisco Systems, Inc.

4,721,552

$ 119,125

QUALCOMM, Inc.

862,846

63,592

 

182,717

Internet Software & Services - 3.0%

Google, Inc.:

Class A (a)

171,507

99,397

Class C (a)

152,207

87,002

Yahoo!, Inc. (a)

1,065,395

38,152

 

224,551

IT Services - 4.9%

Amadeus IT Holding SA Class A

34,000

1,343

Cognizant Technology Solutions Corp. Class A (a)

648,572

31,812

Computer Sciences Corp.

510,906

31,875

Fidelity National Information Services, Inc.

375,436

21,175

IBM Corp.

209,704

40,194

MasterCard, Inc. Class A

892,600

66,186

Paychex, Inc.

2,152,757

88,285

Quindell PLC

1,310,646

4,536

The Western Union Co.

984,180

17,194

Visa, Inc. Class A

334,371

70,556

 

373,156

Semiconductors & Semiconductor Equipment - 1.6%

Applied Materials, Inc.

2,195,949

46,027

Broadcom Corp. Class A

1,632,982

62,478

Maxim Integrated Products, Inc.

365,453

10,711

 

119,216

Software - 3.4%

Microsoft Corp.

5,576,199

240,669

Oracle Corp.

320,453

12,943

 

253,612

Technology Hardware, Storage & Peripherals - 4.6%

Apple, Inc.

3,071,194

293,514

EMC Corp.

1,015,891

29,766

First Data Holdings, Inc. Class B (h)

5,155,476

20,622

 

343,902

TOTAL INFORMATION TECHNOLOGY

1,497,154

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 3.5%

Chemicals - 3.0%

Airgas, Inc.

391,706

$ 41,881

E.I. du Pont de Nemours & Co.

370,246

23,811

FMC Corp.

331,382

21,613

Johnson Matthey PLC

142,295

7,109

Methanex Corp.

123,800

8,057

Monsanto Co.

564,015

63,784

Potash Corp. of Saskatchewan, Inc.

178,900

6,351

Royal DSM NV

186,700

12,920

Syngenta AG (Switzerland)

88,908

31,496

Tronox Ltd. Class A

221,600

5,881

Westlake Chem Partners LP (a)

14,200

431

 

223,334

Metals & Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.

1,037,600

38,619

SunCoke Energy Partners LP

104,383

3,282

 

41,901

TOTAL MATERIALS

265,235

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 2.1%

Verizon Communications, Inc.

3,093,474

155,973

TOTAL COMMON STOCKS

(Cost $5,970,352)


7,417,109

Convertible Preferred Stocks - 0.8%

 

 

 

 

CONSUMER DISCRETIONARY - 0.0%

Leisure Products - 0.0%

NJOY, Inc. Series D (h)

68,794

1,164

HEALTH CARE - 0.8%

Health Care Equipment & Supplies - 0.8%

Alere, Inc. 3.00%

185,143

61,629

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $46,947)


62,793

Convertible Bonds - 0.2%

 

Principal
Amount (000s) (d)

Value (000s)

ENERGY - 0.2%

Oil, Gas & Consumable Fuels - 0.2%

Amyris, Inc.:

3% 2/27/17

$ 5,615

$ 4,681

5% 10/15/18 (h)

2,870

2,302

Peabody Energy Corp. 4.75% 12/15/41

7,660

5,477

TOTAL CONVERTIBLE BONDS

(Cost $14,440)


12,460

Preferred Securities - 0.0%

 

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Baggot Securities Ltd. 10.24% (f)(g)

(Cost $4,623)

EUR

3,010


4,543

Money Market Funds - 0.6%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

7,094,792

7,095

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

37,662,951

37,663

TOTAL MONEY MARKET FUNDS

(Cost $44,758)


44,758

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $6,081,120)

7,541,663

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(31,988)

NET ASSETS - 100%

$ 7,509,675

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

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

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,256,000 or 0.1% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $24,088,000 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Amyris, Inc. 5% 10/15/18

10/16/13

$ 2,870

First Data Holdings, Inc. Class B

6/26/14

$ 20,622

NJOY, Inc.
Series D

2/14/14

$ 1,164

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 5

Fidelity Securities Lending Cash Central Fund

628

Total

$ 633

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 771,475

$ 770,311

$ -

$ 1,164

Consumer Staples

895,449

871,843

23,606

-

Energy

804,647

739,209

65,438

-

Financials

1,469,522

1,459,867

9,655

-

Health Care

757,770

709,336

48,434

-

Industrials

862,677

862,677

-

-

Information Technology

1,497,154

1,476,532

-

20,622

Materials

265,235

233,739

31,496

-

Telecommunication Services

155,973

155,973

-

-

Corporate Bonds

12,460

-

12,460

-

Preferred Securities

4,543

-

4,543

-

Money Market Funds

44,758

44,758

-

-

Total Investments in Securities:

$ 7,541,663

$ 7,324,245

$ 195,632

$ 21,786

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

United States of America

87.1%

United Kingdom

6.2%

Canada

2.3%

Switzerland

1.0%

Others (Individually Less Than 1%)

3.4%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $36,724) - See accompanying schedule:

Unaffiliated issuers (cost $6,036,362)

$ 7,496,905

 

Fidelity Central Funds (cost $44,758)

44,758

 

Total Investments (cost $6,081,120)

 

$ 7,541,663

Cash

 

71

Receivable for investments sold

38,097

Receivable for fund shares sold

2,826

Dividends receivable

9,448

Interest receivable

124

Distributions receivable from Fidelity Central Funds

36

Receivable from investment adviser for expense reductions

4

Other receivables

765

Total assets

7,593,034

 

 

 

Liabilities

Payable for investments purchased

$ 35,586

Payable for fund shares redeemed

5,294

Accrued management fee

2,889

Other affiliated payables

1,086

Other payables and accrued expenses

841

Collateral on securities loaned, at value

37,663

Total liabilities

83,359

 

 

 

Net Assets

$ 7,509,675

Net Assets consist of:

 

Paid in capital

$ 9,474,595

Undistributed net investment income

3,054

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

(3,428,515)

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

1,460,541

Net Assets

$ 7,509,675

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Growth and Income:
Net Asset Value
, offering price and redemption price per share ($6,550,090 ÷ 225,700 shares)

$ 29.02

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($959,585 ÷ 33,084 shares)

$ 29.00

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 183,254

Interest

 

821

Income from Fidelity Central Funds

 

633

Total income

 

184,708

 

 

 

Expenses

Management fee

$ 33,261

Transfer agent fees

11,471

Accounting and security lending fees

1,186

Custodian fees and expenses

231

Independent trustees' compensation

33

Appreciation in deferred trustee compensation account

2

Registration fees

105

Audit

92

Legal

42

Interest

13

Miscellaneous

58

Total expenses before reductions

46,494

Expense reductions

(155)

46,339

Net investment income (loss)

138,369

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $9)

838,348

Redemption in-kind with affiliated entities

25,387

Foreign currency transactions

(55)

Total net realized gain (loss)

 

863,680

Change in net unrealized appreciation (depreciation) on:

Investment securities

38,915

Assets and liabilities in foreign currencies

(3)

Total change in net unrealized appreciation (depreciation)

 

38,912

Net gain (loss)

902,592

Net increase (decrease) in net assets resulting from operations

$ 1,040,961

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 138,369

$ 127,482

Net realized gain (loss)

863,680

486,610

Change in net unrealized appreciation (depreciation)

38,912

1,017,939

Net increase (decrease) in net assets resulting from operations

1,040,961

1,632,031

Distributions to shareholders from net investment income

(133,552)

(120,664)

Distributions to shareholders from net realized gain

(1,626)

(7,383)

Total distributions

(135,178)

(128,047)

Share transactions - net increase (decrease)

(472,170)

(42,531)

Total increase (decrease) in net assets

433,613

1,461,453

 

 

 

Net Assets

Beginning of period

7,076,062

5,614,609

End of period (including undistrubuted net investment income of $3,054 and undistributed net investment income of $4,966, respectively)

$ 7,509,675

$ 7,076,062

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

Annual Report

Financial Highlights - Growth and Income

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.66

$ 20.13

$ 18.58

$ 15.75

$ 14.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .51

  .46

  .36

  .20

  .10

Net realized and unrealized gain (loss)

  3.35

  5.54

  1.55

  2.82

  1.37

Total from investment operations

  3.86

  6.00

  1.91

  3.02

  1.47

Distributions from net investment income

  (.50)

  (.44)

  (.35)

  (.19)

  (.10)

Distributions from net realized gain

  (.01)

  (.03)

  (.01)

  -

  (.01)

Total distributions

  (.50) G

  (.47)

  (.36)

  (.19)

  (.10) F

Net asset value, end of period

$ 29.02

$ 25.66

$ 20.13

$ 18.58

$ 15.75

Total Return A

  15.16%

  30.15%

  10.45%

  19.16%

  10.25%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .65%

  .68%

  .71%

  .72%

  .75%

Expenses net of fee waivers, if any

  .65%

  .68%

  .71%

  .72%

  .75%

Expenses net of all reductions

  .65%

  .67%

  .71%

  .71%

  .74%

Net investment income (loss)

  1.86%

  2.04%

  1.95%

  1.09%

  .63%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,550

$ 6,060

$ 4,863

$ 5,052

$ 5,417

Portfolio turnover rate D

  41% H

  49%

  62%

  129%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

G Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

H Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 25.64

$ 20.12

$ 18.57

$ 15.74

$ 14.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

  .50

  .40

  .23

  .13

Net realized and unrealized gain (loss)

  3.36

  5.52

  1.54

  2.82

  1.37

Total from investment operations

  3.90

  6.02

  1.94

  3.05

  1.50

Distributions from net investment income

  (.53)

  (.47)

  (.38)

  (.22)

  (.13)

Distributions from net realized gain

  (.01)

  (.03)

  (.01)

  -

  (.01)

Total distributions

  (.54)

  (.50)

  (.39)

  (.22)

  (.14) F

Net asset value, end of period

$ 29.00

$ 25.64

$ 20.12

$ 18.57

$ 15.74

Total Return A

  15.32%

  30.28%

  10.66%

  19.40%

  10.41%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .52%

  .53%

  .54%

  .54%

  .54%

Expenses net of fee waivers, if any

  .52%

  .53%

  .54%

  .54%

  .54%

Expenses net of all reductions

  .52%

  .52%

  .54%

  .53%

  .53%

Net investment income (loss)

  1.99%

  2.19%

  2.13%

  1.27%

  .84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 960

$ 1,016

$ 752

$ 403

$ 292

Portfolio turnover rate D

  41% G

  49%

  62%

  129%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

G Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Growth & Income and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

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3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, market discount, redemptions in kind, partnerships, deferred trustees compensation, equity-debt classification, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,544,345

Gross unrealized depreciation

(92,703)

Net unrealized appreciation (depreciation) on securities

$ 1,451,642

 

 

Tax Cost

$ 6,090,021

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

Undistributed ordinary income

$ 11,908

Capital loss carryforward

$ (3,419,588)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,451,645

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (251,247)

2018

(3,168,341)

Total capital loss carryforward

$ (3,419,588)

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 135,178

$ 128,047

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind securities, aggregated $3,025,941 and $3,423,754, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .45% of the Fund's average net assets.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth & Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Growth and Income

$ 10,994

.17

Class K

477

.05

 

$ 11,471

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $48 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 17,263

.31%

$ 13

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5. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind. During the period, 2,627 shares of the Fund held by affiliated entities were redeemed in kind for cash and investments, including accrued interest, with a value of $77,347. The net realized gain of $25,387 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

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

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $628, including $34 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $79 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $76.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Growth and Income

$ 113,973

$ 102,417

Class K

19,579

18,247

Total

$ 133,552

$ 120,664

From net realized gain

 

 

Growth and Income

$ 1,391

$ 6,339

Class K

235

1,044

Total

$ 1,626

$ 7,383

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Growth and Income

 

 

 

 

Shares sold

21,786

29,843

$ 598,816

$ 688,591

Reinvestment of distributions

3,998

4,672

110,063

104,347

Shares redeemed

(36,289) A

(39,833)

(997,570) A

(885,644)

Net increase (decrease)

(10,505)

(5,318)

$ (288,691)

$ (92,706)

Class K

 

 

 

 

Shares sold

7,113

11,165

$ 195,462

$ 248,185

Reinvestment of distributions

722

863

19,814

19,291

Shares redeemed

(14,384)

(9,761)

(398,755)

(217,301)

Net increase (decrease)

(6,549)

2,267

$ (183,479)

$ 50,175

A Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

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11. Other.

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

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Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Growth & Income Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Growth & Income Portfolio (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Growth & Income Portfolio's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 11, 2014

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Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

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Trustees and Officers - continued

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

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

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

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income Portfolio

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth & Income Portfolio

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Growth & Income Portfolio

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Annual Report

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

GAI-K-UANN-0914
1.863229.105

Fidelity®

Leveraged Company Stock

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the last six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® Leveraged Company Stock Fund

16.96%

19.32%

11.20%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Leveraged Company Stock Fund, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Thomas Soviero, Portfolio Manager of Fidelity® Leveraged Company Stock Fund: For the year, the fund's Retail Class shares returned 16.96%, compared with 16.94% for the S&P 500® Index. I continued to concentrate the fund in what I considered to be my best ideas. I remained concerned about the health of economies abroad, so I maintained a relatively defensive posture, highlighting U.S.-centric investments and holding an average weighting of 6% in cash during the period. This cash stance was a drag on performance relative to the S&P 500®. Performance versus the benchmark was buoyed by stock selection in materials and transportation, especially investments in chemicals manufacturer LyondellBasell Industries, as well as Delta Air Lines and American Airlines Group. American was not in the index. Semiconductor manufacturer Micron Technology was another top contributor. On the down side, we were held back by positioning in information technology and consumer discretionary. General Motors was a main detractor, along with video game retailer GameStop and not owning consumer electronics giant and index component Apple.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Leveraged Company Stock

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Class K

.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.30

$ 3.48

HypotheticalA

 

$ 1,000.00

$ 1,021.47

$ 3.36

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

LyondellBasell Industries NV Class A

10.3

8.3

Service Corp. International

3.8

3.6

Comcast Corp. Class A

3.8

4.5

Ford Motor Co.

2.6

2.7

General Motors Co.

2.6

3.2

Delta Air Lines, Inc.

2.5

2.2

Bank of America Corp.

2.5

2.8

Boston Scientific Corp.

2.2

2.6

GameStop Corp. Class A

2.0

1.9

Rock-Tenn Co. Class A

1.9

1.8

 

34.2

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.5

25.3

Materials

14.6

12.8

Financials

11.7

12.0

Industrials

11.5

11.1

Health Care

10.9

11.1

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

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Stocks 98.0%

 

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Stocks 95.9%

 

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Bonds 0.4%

 

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Bonds 0.6%

 

kiu2323557

Convertible
Securities 0.0%

 

kiu2323559

Convertible
Securities 0.1%

 

kiu2323498

Short-Term
Investments and
Net Other Assets (Liabilities) 1.6%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 3.4%

 

* Foreign investments

17.7%

 

** Foreign investments

15.2%

 

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Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 97.8%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 24.5%

Auto Components - 2.5%

Delphi Automotive PLC

592,300

$ 39,566

Tenneco, Inc. (a)

825,300

52,572

TRW Automotive Holdings Corp. (a)

396,200

40,527

 

132,665

Automobiles - 5.6%

Ford Motor Co.

8,332,333

141,816

General Motors Co.

4,081,587

138,039

General Motors Co.:

warrants 7/10/16 (a)

469,476

11,526

warrants 7/10/19 (a)

469,476

7,934

Motors Liquidation Co. GUC Trust (a)

123,112

2,967

 

302,282

Diversified Consumer Services - 3.8%

Service Corp. International

9,896,727

207,831

Hotels, Restaurants & Leisure - 0.6%

ARAMARK Holdings Corp.

987,744

26,630

Penn National Gaming, Inc. (a)

360,340

3,776

Station Holdco LLC unit (a)(g)(h)

146,846

56

 

30,462

Household Durables - 2.0%

Hovnanian Enterprises, Inc. Class A (a)(d)

1,419,000

5,676

Lennar Corp. Class A (d)

677,100

24,531

Newell Rubbermaid, Inc.

2,341,747

76,060

 

106,267

Media - 7.1%

AMC Networks, Inc. Class A (a)

446,400

26,726

Cinemark Holdings, Inc.

2,601,645

85,334

Comcast Corp. Class A

3,767,334

202,419

Gray Television, Inc. (a)(e)

3,766,164

45,872

Nexstar Broadcasting Group, Inc. Class A

455,698

21,231

 

381,582

Specialty Retail - 2.9%

Asbury Automotive Group, Inc. (a)

385,122

26,007

GameStop Corp. Class A (d)

2,590,007

108,703

Sally Beauty Holdings, Inc. (a)

808,000

20,968

 

155,678

TOTAL CONSUMER DISCRETIONARY

1,316,767

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - 1.7%

Food Products - 1.4%

ConAgra Foods, Inc.

541,700

$ 16,321

Darling International, Inc. (a)

3,065,983

57,395

 

73,716

Personal Products - 0.3%

Revlon, Inc. (a)

553,261

16,874

TOTAL CONSUMER STAPLES

90,590

ENERGY - 10.4%

Energy Equipment & Services - 2.9%

Ensco PLC Class A

110,000

5,572

Halliburton Co.

1,126,593

77,724

Noble Corp.

987,610

30,981

Oil States International, Inc. (a)

270,466

16,577

Schlumberger Ltd.

109,400

11,858

Transocean Ltd. (United States) (d)

381,900

15,406

 

158,118

Oil, Gas & Consumable Fuels - 7.5%

Continental Resources, Inc. (a)(d)

494,487

72,581

Denbury Resources, Inc.

1,522,200

25,801

Hess Corp.

835,910

82,738

HollyFrontier Corp.

1,549,563

72,845

Kodiak Oil & Gas Corp. (a)

2,019,747

31,387

Peabody Energy Corp.

822,825

12,482

Range Resources Corp.

247,200

18,686

Valero Energy Corp.

1,328,266

67,476

Western Refining, Inc.

451,814

18,506

 

402,502

TOTAL ENERGY

560,620

FINANCIALS - 11.5%

Banks - 7.9%

Bank of America Corp.

8,641,999

131,790

Barclays PLC sponsored ADR (d)

2,441,721

37,065

CIT Group, Inc.

229,310

11,261

Citigroup, Inc.

1,458,047

71,313

Huntington Bancshares, Inc.

8,526,580

83,731

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Banks - continued

Regions Financial Corp.

5,015,480

$ 50,857

SunTrust Banks, Inc.

1,019,600

38,796

 

424,813

Consumer Finance - 1.1%

American Express Co.

679,548

59,800

Insurance - 1.1%

AFLAC, Inc.

641,700

38,335

Lincoln National Corp.

435,700

22,826

 

61,161

Real Estate Investment Trusts - 1.0%

Gaming & Leisure Properties

430,875

14,508

Host Hotels & Resorts, Inc.

1,016,122

22,090

Sabra Health Care REIT, Inc.

547,507

15,166

 

51,764

Real Estate Management & Development - 0.3%

Realogy Holdings Corp. (a)

463,840

17,051

Thrifts & Mortgage Finance - 0.1%

MGIC Investment Corp. (a)

441,300

3,261

TOTAL FINANCIALS

617,850

HEALTH CARE - 10.9%

Health Care Equipment & Supplies - 2.2%

Boston Scientific Corp. (a)

9,434,356

120,571

Health Care Providers & Services - 5.8%

Community Health Systems, Inc. (a)

1,376,027

65,636

DaVita HealthCare Partners, Inc. (a)

532,952

37,541

HCA Holdings, Inc. (a)

1,216,779

79,468

Tenet Healthcare Corp. (a)

1,705,544

90,002

Universal Health Services, Inc. Class B

385,505

41,095

 

313,742

Pharmaceuticals - 2.9%

Johnson & Johnson

153,000

15,314

Merck & Co., Inc.

1,551,500

88,032

Sanofi SA sponsored ADR

992,534

51,880

 

155,226

TOTAL HEALTH CARE

589,539

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 11.5%

Aerospace & Defense - 1.7%

Honeywell International, Inc.

478,776

$ 43,966

Huntington Ingalls Industries, Inc.

258,160

23,472

Textron, Inc.

602,700

21,920

 

89,358

Airlines - 4.2%

American Airlines Group, Inc.

1,481,380

57,552

Delta Air Lines, Inc.

3,665,001

137,291

Southwest Airlines Co.

571,283

16,156

United Continental Holdings, Inc. (a)

370,700

17,197

 

228,196

Building Products - 0.7%

Allegion PLC

246,500

12,677

Armstrong World Industries, Inc. (a)

489,200

23,814

 

36,491

Commercial Services & Supplies - 1.3%

Civeo Corp.

540,932

13,740

Deluxe Corp.

742,413

40,840

Tyco International Ltd.

328,233

14,163

 

68,743

Electrical Equipment - 0.6%

Emerson Electric Co.

163,500

10,407

Generac Holdings, Inc. (a)(d)

490,557

21,290

 

31,697

Industrial Conglomerates - 0.5%

General Electric Co.

1,103,883

27,763

Machinery - 1.6%

Harsco Corp.

1,103,224

27,878

Ingersoll-Rand PLC

739,500

43,475

Pentair PLC

78,757

5,046

Timken Co.

228,734

10,133

 

86,532

Marine - 0.5%

Genco Shipping & Trading Ltd. (a)

573,680

12,334

Navios Maritime Holdings, Inc.

2,162,794

17,237

 

29,571

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Road & Rail - 0.4%

Hertz Global Holdings, Inc. (a)

707,700

$ 19,971

TOTAL INDUSTRIALS

618,322

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 1.1%

Cisco Systems, Inc.

2,383,049

60,124

Electronic Equipment & Components - 1.8%

Avnet, Inc.

594,313

25,157

Belden, Inc.

777,664

52,803

Corning, Inc.

726,800

14,282

Viasystems Group, Inc. (a)

540,460

5,291

 

97,533

Internet Software & Services - 0.2%

VeriSign, Inc. (a)

194,300

10,502

Semiconductors & Semiconductor Equipment - 3.0%

Advanced Micro Devices, Inc. (a)(d)

1,704,692

6,665

Freescale Semiconductor, Inc. (a)

1,235,600

24,737

Intersil Corp. Class A

1,460,387

18,737

Micron Technology, Inc. (a)

2,293,545

70,068

NXP Semiconductors NV (a)

269,464

16,801

ON Semiconductor Corp. (a)

2,920,068

24,996

 

162,004

Software - 1.6%

Citrix Systems, Inc. (a)

230,899

15,639

Microsoft Corp.

1,619,168

69,883

 

85,522

Technology Hardware, Storage & Peripherals - 0.7%

NCR Corp. (a)

1,117,931

34,600

TOTAL INFORMATION TECHNOLOGY

450,285

MATERIALS - 14.6%

Chemicals - 11.5%

H.B. Fuller Co.

461,829

20,621

LyondellBasell Industries NV Class A

5,246,855

557,481

OMNOVA Solutions, Inc. (a)(e)

3,114,962

25,138

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Phosphate Holdings, Inc. (a)

307,500

$ 212

W.R. Grace & Co. (a)

179,956

16,376

 

619,828

Containers & Packaging - 2.2%

Rock-Tenn Co. Class A

1,058,264

105,223

Sealed Air Corp.

483,434

15,528

 

120,751

Metals & Mining - 0.1%

Ormet Corp. (a)(e)

1,405,000

8

TimkenSteel Corp. (a)

114,367

4,976

 

4,984

Paper & Forest Products - 0.8%

Louisiana-Pacific Corp. (a)

1,563,090

21,164

Neenah Paper, Inc.

418,300

20,756

 

41,920

TOTAL MATERIALS

787,483

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.1%

Frontier Communications Corp. (d)

5,528,256

36,210

Intelsat SA (a)

1,144,700

21,223

 

57,433

UTILITIES - 3.2%

Electric Utilities - 0.2%

FirstEnergy Corp.

421,304

13,149

Independent Power Producers & Energy Traders - 3.0%

Calpine Corp. (a)

2,616,200

57,661

The AES Corp.

7,025,407

102,641

 

160,302

TOTAL UTILITIES

173,451

TOTAL COMMON STOCKS

(Cost $3,243,282)


5,262,340

Nonconvertible Preferred Stocks - 0.2%

Shares

Value (000s)

FINANCIALS - 0.2%

Diversified Financial Services - 0.2%

GMAC Capital Trust I Series 2, 8.125%

(Cost $10,975)

439,013

$ 11,932

Nonconvertible Bonds - 0.4%

 

Principal Amount (000s)

 

ENERGY - 0.4%

Energy Equipment & Services - 0.4%

Offshore Group Investment Ltd. 7.5% 11/1/19

$ 13,360

13,761

SAExploration Holdings, Inc. 10% 7/15/19 (f)

6,930

6,913

 

20,674

TOTAL NONCONVERTIBLE BONDS

(Cost $20,954)


20,674

Money Market Funds - 6.9%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

92,278,222

92,278

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

278,226,265

278,226

TOTAL MONEY MARKET FUNDS

(Cost $370,504)


370,504

TOTAL INVESTMENT PORTFOLIO - 105.3%

(Cost $3,645,715)

5,665,450

NET OTHER ASSETS (LIABILITIES) - (5.3)%

(285,886)

NET ASSETS - 100%

$ 5,379,564

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $6,913,000 or 0.1% of net assets.

(g) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $56,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Station Holdco LLC unit

10/28/08 - 12/1/08

$ 5,990

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 322

Fidelity Securities Lending Cash Central Fund

631

Total

$ 953

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Gray Television, Inc.

$ 29,414

$ -

$ -

$ -

$ 45,872

OMNOVA Solutions, Inc.

25,107

-

-

-

25,138

Ormet Corp.

13

-

-

-

8

Service Corp. International

244,446

-

53,608

3,446

-

Total

$ 298,980

$ -

$ 53,608

$ 3,446

$ 71,018

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,316,767

$ 1,316,711

$ -

$ 56

Consumer Staples

90,590

90,590

-

-

Energy

560,620

560,620

-

-

Financials

629,782

629,782

-

-

Health Care

589,539

589,539

-

-

Industrials

618,322

618,322

-

-

Information Technology

450,285

450,285

-

-

Materials

787,483

787,483

-

-

Telecommunication Services

57,433

57,433

-

-

Utilities

173,451

173,451

-

-

Corporate Bonds

20,674

-

20,674

-

Money Market Funds

370,504

370,504

-

-

Total Investments in Securities:

$ 5,665,450

$ 5,644,720

$ 20,674

$ 56

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

United States of America

82.3%

Netherlands

10.6%

United Kingdom

1.4%

Ireland

1.1%

France

1.0%

Others (Individually Less Than 1%)

3.6%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $264,346) - See accompanying schedule:

Unaffiliated issuers (cost $3,201,013)

$ 5,223,928

 

Fidelity Central Funds (cost $370,504)

370,504

 

Other affiliated issuers (cost $74,198)

71,018

 

Total Investments (cost $3,645,715)

 

$ 5,665,450

Receivable for fund shares sold

3,579

Dividends receivable

2,419

Interest receivable

306

Distributions receivable from Fidelity Central Funds

57

Receivable from investment adviser for expense reductions

3

Other receivables

69

Total assets

5,671,883

 

 

 

Liabilities

Payable for fund shares redeemed

$ 10,584

Accrued management fee

2,739

Other affiliated payables

708

Other payables and accrued expenses

62

Collateral on securities loaned, at value

278,226

Total liabilities

292,319

 

 

 

Net Assets

$ 5,379,564

Net Assets consist of:

 

Paid in capital

$ 3,393,104

Undistributed net investment income

22,869

Accumulated undistributed net realized gain (loss) on investments

(56,144)

Net unrealized appreciation (depreciation) on investments

2,019,735

Net Assets

$ 5,379,564

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Leveraged Company Stock:
Net Asset Value
, offering price and redemption price per share ($4,206,652 ÷ 91,806 shares)

$ 45.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,172,912 ÷ 25,546 shares)

$ 45.91

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $3,446 earned from other affiliated issuers)

 

$ 79,397

Interest

 

4,756

Income from Fidelity Central Funds

 

953

Total income

 

85,106

 

 

 

Expenses

Management fee

$ 32,097

Transfer agent fees

7,386

Accounting and security lending fees

1,146

Custodian fees and expenses

52

Independent trustees' compensation

22

Registration fees

84

Audit

65

Legal

25

Miscellaneous

46

Total expenses before reductions

40,923

Expense reductions

(207)

40,716

Net investment income (loss)

44,390

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

153,359

Other affiliated issuers

31,618

 

Total net realized gain (loss)

 

184,977

Change in net unrealized appreciation (depreciation) on investment securities

610,173

Net gain (loss)

795,150

Net increase (decrease) in net assets resulting from operations

$ 839,540

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 44,390

$ 57,007

Net realized gain (loss)

184,977

336,239

Change in net unrealized appreciation (depreciation)

610,173

1,098,022

Net increase (decrease) in net assets resulting
from operations

839,540

1,491,268

Distributions to shareholders from net investment income

(37,155)

(15,789)

Share transactions - net increase (decrease)

(702,631)

194,361

Redemption fees

366

538

Total increase (decrease) in net assets

100,120

1,670,378

 

 

 

Net Assets

Beginning of period

5,279,444

3,609,066

End of period (including undistributed net investment income of $22,869 and undistributed net investment income of $22,624, respectively)

$ 5,379,564

$ 5,279,444

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

Annual Report

Financial Highlights - Leveraged Company Stock

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 39.44

$ 28.22

$ 28.85

$ 23.50

$ 19.55

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .34

  .42F

  .16

  -H

  .07

Net realized and unrealized gain (loss)

  6.31

  10.92

  (.50)

  5.46

  3.99

Total from investment operations

  6.65

  11.34

  (.34)

  5.46

  4.06

Distributions from net investment income

  (.27)

  (.12)

  (.29)

  (.11)

  (.11)

Redemption fees added to paid in capital B, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 45.82

$ 39.44

$ 28.22

$ 28.85

$ 23.50

Total ReturnA

  16.96%

  40.31%

  (1.05)%

  23.27%

  20.84%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  .79%

  .82%

  .86%

  .85%

  .88%

Expenses net of fee waivers, if any

  .79%

  .82%

  .86%

  .85%

  .88%

Expenses net of all reductions

  .79%

  .82%

  .85%

  .84%

  .88%

Net investment income (loss)

  .81%

  1.25%F

  .60%

  -%E

  .29%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 4,207

$ 4,227

$ 3,009

$ 3,931

$ 3,983

Portfolio turnover rateD

  10%

  21%

  29%

  18%

  21%

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

B Calculated based on average shares outstanding during the period.

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

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

E Amount represents less than .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 39.52

$ 28.26

$ 28.86

$ 23.52

$ 19.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .40

  .47E

  .20

  .04

  .11

Net realized and unrealized gain (loss)

  6.31

  10.93

  (.49)

  5.45

  4.00

Total from investment operations

  6.71

  11.40

  (.29)

  5.49

  4.11

Distributions from net investment income

  (.32)

  (.14)

  (.31)

  (.15)

  (.15)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 45.91

$ 39.52

$ 28.26

$ 28.86

$ 23.52

Total ReturnA

  17.10%

  40.47%

  (.87)%

  23.45%

  21.09%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .67%

  .69%

  .69%

  .69%

  .70%

Expenses net of fee waivers, if any

  .67%

  .69%

  .69%

  .69%

  .70%

Expenses net of all reductions

  .67%

  .68%

  .69%

  .69%

  .69%

Net investment income (loss)

  .92%

  1.39%E

  .76%

  .16%

  .47%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,173

$ 1,053

$ 600

$ 555

$ 410

Portfolio turnover rateD

  10%

  21%

  29%

  18%

  21%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.17%.

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

G Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Leveraged Company Stock Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Leveraged Company Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to excise tax regulations.

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

Gross unrealized appreciation

$ 2,189,452

Gross unrealized depreciation

(166,396)

Net unrealized appreciation (depreciation) on securities

$ 2,023,056

 

 

Tax Cost

$ 3,642,394

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 19,743

Capital loss carryforward

$ (47,279)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,023,056

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

Fiscal year of expiration

 

2018

$ (47,279)

The Fund intends to elect to defer to its next fiscal year $8,865 of capital losses recognized during the period November 1, 2013 to July 31, 2014.

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 37,155

$ 15,789

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $490,577 and $680,814, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .60% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Leveraged Company Stock. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Leveraged Company Stock

$ 6,865

.16

Class K

521

.05

 

$ 7,386

 

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $17 for the period.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $3.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $9 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $631, including $7 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $150 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $57.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Leveraged Company Stock

$ 28,583

$ 12,562

Class K

8,572

3,227

Total

$ 37,155

$ 15,789

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Leveraged Company Stock

 

 

 

 

Shares sold

9,604

26,431

$ 407,601

$ 888,852

Reinvestment of distributions

670

378

26,928

11,889

Shares redeemed

(25,643)

(26,251)

(1,089,706)

(883,700)

Net increase (decrease)

(15,369)

558

$ (655,177)

$ 17,041

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Class K

 

 

 

 

Shares sold

5,696

11,840

$ 243,726

$ 395,282

Reinvestment of distributions

213

102

8,572

3,227

Shares redeemed

(7,002)

(6,546)

(299,752)

(221,189)

Net increase (decrease)

(1,093)

5,396

$ (47,454)

$ 177,320

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Leveraged Company Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Leveraged Company Stock Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Leveraged Company Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

Leveraged Company Stock designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Leveraged Company Stock designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Leveraged Company Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Leveraged Company Stock Fund

kiu2323565

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Leveraged Company Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

Annual Report

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

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(8 a.m. - 9 p.m.)

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Fidelity Automated Service
Telephone (FAST®) kiu2323509
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kiu2323509
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

LSF-UANN-0914
1.789248.111

Fidelity®

Leveraged Company Stock

Fund -

Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the last six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class K A

17.10%

19.51%

11.31%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Leveraged Company Stock Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Leveraged Company Stock Fund - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See footnote A above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Thomas Soviero, Portfolio Manager of Fidelity® Leveraged Company Stock Fund: For the year, the fund's Class K shares returned 17.10%, compared with 16.94% for the S&P 500® Index. I continued to concentrate the fund in what I considered to be my best ideas. I remained concerned about the health of economies abroad, so I maintained a relatively defensive posture, highlighting U.S.-centric investments and holding an average weighting of 6% in cash during the period. This cash stance was a drag on performance relative to the S&P 500®. Performance versus the benchmark was buoyed by stock selection in materials and transportation, especially investments in chemicals manufacturer LyondellBasell Industries, as well as Delta Air Lines and American Airlines Group. American was not in the index. Semiconductor manufacturer Micron Technology was another top contributor. On the down side, we were held back by positioning in information technology and consumer discretionary. General Motors was a main detractor, along with video game retailer GameStop and not owning consumer electronics giant and index component Apple.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Leveraged Company Stock

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Class K

.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.30

$ 3.48

HypotheticalA

 

$ 1,000.00

$ 1,021.47

$ 3.36

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

LyondellBasell Industries NV Class A

10.3

8.3

Service Corp. International

3.8

3.6

Comcast Corp. Class A

3.8

4.5

Ford Motor Co.

2.6

2.7

General Motors Co.

2.6

3.2

Delta Air Lines, Inc.

2.5

2.2

Bank of America Corp.

2.5

2.8

Boston Scientific Corp.

2.2

2.6

GameStop Corp. Class A

2.0

1.9

Rock-Tenn Co. Class A

1.9

1.8

 

34.2

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.5

25.3

Materials

14.6

12.8

Financials

11.7

12.0

Industrials

11.5

11.1

Health Care

10.9

11.1

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

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Stocks 98.0%

 

kiu2323490

Stocks 95.9%

 

kiu2323554

Bonds 0.4%

 

kiu2323554

Bonds 0.6%

 

kiu2323557

Convertible
Securities 0.0%

 

kiu2323559

Convertible
Securities 0.1%

 

kiu2323498

Short-Term
Investments and
Net Other Assets (Liabilities) 1.6%

 

kiu2323498

Short-Term
Investments and
Net Other Assets (Liabilities) 3.4%

 

* Foreign investments

17.7%

 

** Foreign investments

15.2%

 

kiu2323592

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 97.8%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 24.5%

Auto Components - 2.5%

Delphi Automotive PLC

592,300

$ 39,566

Tenneco, Inc. (a)

825,300

52,572

TRW Automotive Holdings Corp. (a)

396,200

40,527

 

132,665

Automobiles - 5.6%

Ford Motor Co.

8,332,333

141,816

General Motors Co.

4,081,587

138,039

General Motors Co.:

warrants 7/10/16 (a)

469,476

11,526

warrants 7/10/19 (a)

469,476

7,934

Motors Liquidation Co. GUC Trust (a)

123,112

2,967

 

302,282

Diversified Consumer Services - 3.8%

Service Corp. International

9,896,727

207,831

Hotels, Restaurants & Leisure - 0.6%

ARAMARK Holdings Corp.

987,744

26,630

Penn National Gaming, Inc. (a)

360,340

3,776

Station Holdco LLC unit (a)(g)(h)

146,846

56

 

30,462

Household Durables - 2.0%

Hovnanian Enterprises, Inc. Class A (a)(d)

1,419,000

5,676

Lennar Corp. Class A (d)

677,100

24,531

Newell Rubbermaid, Inc.

2,341,747

76,060

 

106,267

Media - 7.1%

AMC Networks, Inc. Class A (a)

446,400

26,726

Cinemark Holdings, Inc.

2,601,645

85,334

Comcast Corp. Class A

3,767,334

202,419

Gray Television, Inc. (a)(e)

3,766,164

45,872

Nexstar Broadcasting Group, Inc. Class A

455,698

21,231

 

381,582

Specialty Retail - 2.9%

Asbury Automotive Group, Inc. (a)

385,122

26,007

GameStop Corp. Class A (d)

2,590,007

108,703

Sally Beauty Holdings, Inc. (a)

808,000

20,968

 

155,678

TOTAL CONSUMER DISCRETIONARY

1,316,767

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - 1.7%

Food Products - 1.4%

ConAgra Foods, Inc.

541,700

$ 16,321

Darling International, Inc. (a)

3,065,983

57,395

 

73,716

Personal Products - 0.3%

Revlon, Inc. (a)

553,261

16,874

TOTAL CONSUMER STAPLES

90,590

ENERGY - 10.4%

Energy Equipment & Services - 2.9%

Ensco PLC Class A

110,000

5,572

Halliburton Co.

1,126,593

77,724

Noble Corp.

987,610

30,981

Oil States International, Inc. (a)

270,466

16,577

Schlumberger Ltd.

109,400

11,858

Transocean Ltd. (United States) (d)

381,900

15,406

 

158,118

Oil, Gas & Consumable Fuels - 7.5%

Continental Resources, Inc. (a)(d)

494,487

72,581

Denbury Resources, Inc.

1,522,200

25,801

Hess Corp.

835,910

82,738

HollyFrontier Corp.

1,549,563

72,845

Kodiak Oil & Gas Corp. (a)

2,019,747

31,387

Peabody Energy Corp.

822,825

12,482

Range Resources Corp.

247,200

18,686

Valero Energy Corp.

1,328,266

67,476

Western Refining, Inc.

451,814

18,506

 

402,502

TOTAL ENERGY

560,620

FINANCIALS - 11.5%

Banks - 7.9%

Bank of America Corp.

8,641,999

131,790

Barclays PLC sponsored ADR (d)

2,441,721

37,065

CIT Group, Inc.

229,310

11,261

Citigroup, Inc.

1,458,047

71,313

Huntington Bancshares, Inc.

8,526,580

83,731

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Banks - continued

Regions Financial Corp.

5,015,480

$ 50,857

SunTrust Banks, Inc.

1,019,600

38,796

 

424,813

Consumer Finance - 1.1%

American Express Co.

679,548

59,800

Insurance - 1.1%

AFLAC, Inc.

641,700

38,335

Lincoln National Corp.

435,700

22,826

 

61,161

Real Estate Investment Trusts - 1.0%

Gaming & Leisure Properties

430,875

14,508

Host Hotels & Resorts, Inc.

1,016,122

22,090

Sabra Health Care REIT, Inc.

547,507

15,166

 

51,764

Real Estate Management & Development - 0.3%

Realogy Holdings Corp. (a)

463,840

17,051

Thrifts & Mortgage Finance - 0.1%

MGIC Investment Corp. (a)

441,300

3,261

TOTAL FINANCIALS

617,850

HEALTH CARE - 10.9%

Health Care Equipment & Supplies - 2.2%

Boston Scientific Corp. (a)

9,434,356

120,571

Health Care Providers & Services - 5.8%

Community Health Systems, Inc. (a)

1,376,027

65,636

DaVita HealthCare Partners, Inc. (a)

532,952

37,541

HCA Holdings, Inc. (a)

1,216,779

79,468

Tenet Healthcare Corp. (a)

1,705,544

90,002

Universal Health Services, Inc. Class B

385,505

41,095

 

313,742

Pharmaceuticals - 2.9%

Johnson & Johnson

153,000

15,314

Merck & Co., Inc.

1,551,500

88,032

Sanofi SA sponsored ADR

992,534

51,880

 

155,226

TOTAL HEALTH CARE

589,539

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 11.5%

Aerospace & Defense - 1.7%

Honeywell International, Inc.

478,776

$ 43,966

Huntington Ingalls Industries, Inc.

258,160

23,472

Textron, Inc.

602,700

21,920

 

89,358

Airlines - 4.2%

American Airlines Group, Inc.

1,481,380

57,552

Delta Air Lines, Inc.

3,665,001

137,291

Southwest Airlines Co.

571,283

16,156

United Continental Holdings, Inc. (a)

370,700

17,197

 

228,196

Building Products - 0.7%

Allegion PLC

246,500

12,677

Armstrong World Industries, Inc. (a)

489,200

23,814

 

36,491

Commercial Services & Supplies - 1.3%

Civeo Corp.

540,932

13,740

Deluxe Corp.

742,413

40,840

Tyco International Ltd.

328,233

14,163

 

68,743

Electrical Equipment - 0.6%

Emerson Electric Co.

163,500

10,407

Generac Holdings, Inc. (a)(d)

490,557

21,290

 

31,697

Industrial Conglomerates - 0.5%

General Electric Co.

1,103,883

27,763

Machinery - 1.6%

Harsco Corp.

1,103,224

27,878

Ingersoll-Rand PLC

739,500

43,475

Pentair PLC

78,757

5,046

Timken Co.

228,734

10,133

 

86,532

Marine - 0.5%

Genco Shipping & Trading Ltd. (a)

573,680

12,334

Navios Maritime Holdings, Inc.

2,162,794

17,237

 

29,571

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Road & Rail - 0.4%

Hertz Global Holdings, Inc. (a)

707,700

$ 19,971

TOTAL INDUSTRIALS

618,322

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 1.1%

Cisco Systems, Inc.

2,383,049

60,124

Electronic Equipment & Components - 1.8%

Avnet, Inc.

594,313

25,157

Belden, Inc.

777,664

52,803

Corning, Inc.

726,800

14,282

Viasystems Group, Inc. (a)

540,460

5,291

 

97,533

Internet Software & Services - 0.2%

VeriSign, Inc. (a)

194,300

10,502

Semiconductors & Semiconductor Equipment - 3.0%

Advanced Micro Devices, Inc. (a)(d)

1,704,692

6,665

Freescale Semiconductor, Inc. (a)

1,235,600

24,737

Intersil Corp. Class A

1,460,387

18,737

Micron Technology, Inc. (a)

2,293,545

70,068

NXP Semiconductors NV (a)

269,464

16,801

ON Semiconductor Corp. (a)

2,920,068

24,996

 

162,004

Software - 1.6%

Citrix Systems, Inc. (a)

230,899

15,639

Microsoft Corp.

1,619,168

69,883

 

85,522

Technology Hardware, Storage & Peripherals - 0.7%

NCR Corp. (a)

1,117,931

34,600

TOTAL INFORMATION TECHNOLOGY

450,285

MATERIALS - 14.6%

Chemicals - 11.5%

H.B. Fuller Co.

461,829

20,621

LyondellBasell Industries NV Class A

5,246,855

557,481

OMNOVA Solutions, Inc. (a)(e)

3,114,962

25,138

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Phosphate Holdings, Inc. (a)

307,500

$ 212

W.R. Grace & Co. (a)

179,956

16,376

 

619,828

Containers & Packaging - 2.2%

Rock-Tenn Co. Class A

1,058,264

105,223

Sealed Air Corp.

483,434

15,528

 

120,751

Metals & Mining - 0.1%

Ormet Corp. (a)(e)

1,405,000

8

TimkenSteel Corp. (a)

114,367

4,976

 

4,984

Paper & Forest Products - 0.8%

Louisiana-Pacific Corp. (a)

1,563,090

21,164

Neenah Paper, Inc.

418,300

20,756

 

41,920

TOTAL MATERIALS

787,483

TELECOMMUNICATION SERVICES - 1.1%

Diversified Telecommunication Services - 1.1%

Frontier Communications Corp. (d)

5,528,256

36,210

Intelsat SA (a)

1,144,700

21,223

 

57,433

UTILITIES - 3.2%

Electric Utilities - 0.2%

FirstEnergy Corp.

421,304

13,149

Independent Power Producers & Energy Traders - 3.0%

Calpine Corp. (a)

2,616,200

57,661

The AES Corp.

7,025,407

102,641

 

160,302

TOTAL UTILITIES

173,451

TOTAL COMMON STOCKS

(Cost $3,243,282)


5,262,340

Nonconvertible Preferred Stocks - 0.2%

Shares

Value (000s)

FINANCIALS - 0.2%

Diversified Financial Services - 0.2%

GMAC Capital Trust I Series 2, 8.125%

(Cost $10,975)

439,013

$ 11,932

Nonconvertible Bonds - 0.4%

 

Principal Amount (000s)

 

ENERGY - 0.4%

Energy Equipment & Services - 0.4%

Offshore Group Investment Ltd. 7.5% 11/1/19

$ 13,360

13,761

SAExploration Holdings, Inc. 10% 7/15/19 (f)

6,930

6,913

 

20,674

TOTAL NONCONVERTIBLE BONDS

(Cost $20,954)


20,674

Money Market Funds - 6.9%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

92,278,222

92,278

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

278,226,265

278,226

TOTAL MONEY MARKET FUNDS

(Cost $370,504)


370,504

TOTAL INVESTMENT PORTFOLIO - 105.3%

(Cost $3,645,715)

5,665,450

NET OTHER ASSETS (LIABILITIES) - (5.3)%

(285,886)

NET ASSETS - 100%

$ 5,379,564

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $6,913,000 or 0.1% of net assets.

(g) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $56,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Station Holdco LLC unit

10/28/08 - 12/1/08

$ 5,990

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 322

Fidelity Securities Lending Cash Central Fund

631

Total

$ 953

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Gray Television, Inc.

$ 29,414

$ -

$ -

$ -

$ 45,872

OMNOVA Solutions, Inc.

25,107

-

-

-

25,138

Ormet Corp.

13

-

-

-

8

Service Corp. International

244,446

-

53,608

3,446

-

Total

$ 298,980

$ -

$ 53,608

$ 3,446

$ 71,018

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,316,767

$ 1,316,711

$ -

$ 56

Consumer Staples

90,590

90,590

-

-

Energy

560,620

560,620

-

-

Financials

629,782

629,782

-

-

Health Care

589,539

589,539

-

-

Industrials

618,322

618,322

-

-

Information Technology

450,285

450,285

-

-

Materials

787,483

787,483

-

-

Telecommunication Services

57,433

57,433

-

-

Utilities

173,451

173,451

-

-

Corporate Bonds

20,674

-

20,674

-

Money Market Funds

370,504

370,504

-

-

Total Investments in Securities:

$ 5,665,450

$ 5,644,720

$ 20,674

$ 56

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

United States of America

82.3%

Netherlands

10.6%

United Kingdom

1.4%

Ireland

1.1%

France

1.0%

Others (Individually Less Than 1%)

3.6%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $264,346) - See accompanying schedule:

Unaffiliated issuers (cost $3,201,013)

$ 5,223,928

 

Fidelity Central Funds (cost $370,504)

370,504

 

Other affiliated issuers (cost $74,198)

71,018

 

Total Investments (cost $3,645,715)

 

$ 5,665,450

Receivable for fund shares sold

3,579

Dividends receivable

2,419

Interest receivable

306

Distributions receivable from Fidelity Central Funds

57

Receivable from investment adviser for expense reductions

3

Other receivables

69

Total assets

5,671,883

 

 

 

Liabilities

Payable for fund shares redeemed

$ 10,584

Accrued management fee

2,739

Other affiliated payables

708

Other payables and accrued expenses

62

Collateral on securities loaned, at value

278,226

Total liabilities

292,319

 

 

 

Net Assets

$ 5,379,564

Net Assets consist of:

 

Paid in capital

$ 3,393,104

Undistributed net investment income

22,869

Accumulated undistributed net realized gain (loss) on investments

(56,144)

Net unrealized appreciation (depreciation) on investments

2,019,735

Net Assets

$ 5,379,564

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Leveraged Company Stock:
Net Asset Value
, offering price and redemption price per share ($4,206,652 ÷ 91,806 shares)

$ 45.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,172,912 ÷ 25,546 shares)

$ 45.91

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $3,446 earned from other affiliated issuers)

 

$ 79,397

Interest

 

4,756

Income from Fidelity Central Funds

 

953

Total income

 

85,106

 

 

 

Expenses

Management fee

$ 32,097

Transfer agent fees

7,386

Accounting and security lending fees

1,146

Custodian fees and expenses

52

Independent trustees' compensation

22

Registration fees

84

Audit

65

Legal

25

Miscellaneous

46

Total expenses before reductions

40,923

Expense reductions

(207)

40,716

Net investment income (loss)

44,390

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

153,359

Other affiliated issuers

31,618

 

Total net realized gain (loss)

 

184,977

Change in net unrealized appreciation (depreciation) on investment securities

610,173

Net gain (loss)

795,150

Net increase (decrease) in net assets resulting from operations

$ 839,540

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 44,390

$ 57,007

Net realized gain (loss)

184,977

336,239

Change in net unrealized appreciation (depreciation)

610,173

1,098,022

Net increase (decrease) in net assets resulting
from operations

839,540

1,491,268

Distributions to shareholders from net investment income

(37,155)

(15,789)

Share transactions - net increase (decrease)

(702,631)

194,361

Redemption fees

366

538

Total increase (decrease) in net assets

100,120

1,670,378

 

 

 

Net Assets

Beginning of period

5,279,444

3,609,066

End of period (including undistributed net investment income of $22,869 and undistributed net investment income of $22,624, respectively)

$ 5,379,564

$ 5,279,444

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

Annual Report

Financial Highlights - Leveraged Company Stock

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 39.44

$ 28.22

$ 28.85

$ 23.50

$ 19.55

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .34

  .42F

  .16

  -H

  .07

Net realized and unrealized gain (loss)

  6.31

  10.92

  (.50)

  5.46

  3.99

Total from investment operations

  6.65

  11.34

  (.34)

  5.46

  4.06

Distributions from net investment income

  (.27)

  (.12)

  (.29)

  (.11)

  (.11)

Redemption fees added to paid in capital B, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 45.82

$ 39.44

$ 28.22

$ 28.85

$ 23.50

Total ReturnA

  16.96%

  40.31%

  (1.05)%

  23.27%

  20.84%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  .79%

  .82%

  .86%

  .85%

  .88%

Expenses net of fee waivers, if any

  .79%

  .82%

  .86%

  .85%

  .88%

Expenses net of all reductions

  .79%

  .82%

  .85%

  .84%

  .88%

Net investment income (loss)

  .81%

  1.25%F

  .60%

  -%E

  .29%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 4,207

$ 4,227

$ 3,009

$ 3,931

$ 3,983

Portfolio turnover rateD

  10%

  21%

  29%

  18%

  21%

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

B Calculated based on average shares outstanding during the period.

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

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

E Amount represents less than .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 39.52

$ 28.26

$ 28.86

$ 23.52

$ 19.56

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .40

  .47E

  .20

  .04

  .11

Net realized and unrealized gain (loss)

  6.31

  10.93

  (.49)

  5.45

  4.00

Total from investment operations

  6.71

  11.40

  (.29)

  5.49

  4.11

Distributions from net investment income

  (.32)

  (.14)

  (.31)

  (.15)

  (.15)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 45.91

$ 39.52

$ 28.26

$ 28.86

$ 23.52

Total ReturnA

  17.10%

  40.47%

  (.87)%

  23.45%

  21.09%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .67%

  .69%

  .69%

  .69%

  .70%

Expenses net of fee waivers, if any

  .67%

  .69%

  .69%

  .69%

  .70%

Expenses net of all reductions

  .67%

  .68%

  .69%

  .69%

  .69%

Net investment income (loss)

  .92%

  1.39%E

  .76%

  .16%

  .47%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,173

$ 1,053

$ 600

$ 555

$ 410

Portfolio turnover rateD

  10%

  21%

  29%

  18%

  21%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.17%.

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

G Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Leveraged Company Stock Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Leveraged Company Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the

Annual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to excise tax regulations.

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

Gross unrealized appreciation

$ 2,189,452

Gross unrealized depreciation

(166,396)

Net unrealized appreciation (depreciation) on securities

$ 2,023,056

 

 

Tax Cost

$ 3,642,394

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 19,743

Capital loss carryforward

$ (47,279)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,023,056

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

Fiscal year of expiration

 

2018

$ (47,279)

The Fund intends to elect to defer to its next fiscal year $8,865 of capital losses recognized during the period November 1, 2013 to July 31, 2014.

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 37,155

$ 15,789

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

Annual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $490,577 and $680,814, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .60% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Leveraged Company Stock. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Leveraged Company Stock

$ 6,865

.16

Class K

521

.05

 

$ 7,386

 

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $17 for the period.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $3.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $9 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

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

Annual Report

7. Security Lending - continued

types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $631, including $7 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $150 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $57.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Leveraged Company Stock

$ 28,583

$ 12,562

Class K

8,572

3,227

Total

$ 37,155

$ 15,789

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Leveraged Company Stock

 

 

 

 

Shares sold

9,604

26,431

$ 407,601

$ 888,852

Reinvestment of distributions

670

378

26,928

11,889

Shares redeemed

(25,643)

(26,251)

(1,089,706)

(883,700)

Net increase (decrease)

(15,369)

558

$ (655,177)

$ 17,041

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Class K

 

 

 

 

Shares sold

5,696

11,840

$ 243,726

$ 395,282

Reinvestment of distributions

213

102

8,572

3,227

Shares redeemed

(7,002)

(6,546)

(299,752)

(221,189)

Net increase (decrease)

(1,093)

5,396

$ (47,454)

$ 177,320

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Leveraged Company Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Leveraged Company Stock Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Leveraged Company Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2014

Annual Report


Trustees and Officers

The Trustees Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Leveraged Company Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Leveraged Company Stock Fund

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Leveraged Company Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

Annual Report

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

LSF-K-UANN-0914
1.863381.105

Fidelity®

OTC

Portfolio

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® OTC Portfolio

17.96%

19.30%

12.03%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® OTC Portfolio, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Nasdaq Composite Index® performed over the same period.

dfr709277

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Gavin Baker, Portfolio Manager of Fidelity® OTC Portfolio: For the year, the fund's Retail Class shares returned 17.96%, trailing the Nasdaq Composite Index. Notable detractors include Rackspace Hosting, Groupon, NII Holdings and Angie's List, which collectively cost the fund more than 540 basis points of relative performance. Mobile operator NII faced a number of challenges in rolling out its new wireless network in Latin America. Subscriber-based Angie's List faced increased competition from crowd-sourced and free alternatives, as well as marketplace-model implementation issues. NII Holdings and nearly our entire position in Angie's List were sold from the fund prior to period end. The fund maintained its stake in Rackspace and increased its stake in Groupon. On the positive side, social-media giant Facebook, the fund's top relative contributor, continued to benefit from having figured out how to profitably integrate advertising into its newsfeed. Keurig Green Mountain also helped the fund's relative performance. The company continued to grow its earnings, along with its relationship with Coca-Cola, and remains strategic and aggressive in seeking out new and mutually beneficial partnerships.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

OTC

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,034.60

$ 3.58

Hypothetical A

 

$ 1,000.00

$ 1,021.27

$ 3.56

Class K

.59%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.20

$ 2.98

Hypothetical A

 

$ 1,000.00

$ 1,021.87

$ 2.96

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

10.5

6.9

Microsoft Corp.

4.7

3.3

Google, Inc. Class A

4.5

6.7

Amazon.com, Inc.

4.5

4.3

Google, Inc. Class C

4.3

0.0

Groupon, Inc. Class A

3.7

1.9

Facebook, Inc. Class A

3.1

5.2

Gilead Sciences, Inc.

2.9

2.5

athenahealth, Inc.

2.7

2.4

Rackspace Hosting, Inc.

2.7

3.4

 

43.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

52.1

47.9

Health Care

20.1

22.0

Consumer Discretionary

15.3

15.9

Consumer Staples

4.6

6.5

Financials

4.0

2.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

dfr709279

Stocks 98.9%

 

dfr709279

Stocks 99.3%

 

dfr709282

Convertible
Securities 0.9%

 

dfr709282

Convertible
Securities 0.3%

 

dfr709285

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.2%

 

dfr709285

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.4%

 

* Foreign investments

5.6%

 

** Foreign investments

6.1%

 

dfr709288

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 15.0%

Automobiles - 0.6%

Tesla Motors, Inc. (a)(d)

281,299

$ 62,814

Hotels, Restaurants & Leisure - 1.4%

Bloomin' Brands, Inc. (a)

771,100

15,106

Dunkin' Brands Group, Inc.

22,800

977

Intrawest Resorts Holdings, Inc. (d)

764,235

8,613

Panera Bread Co. Class A (a)

502,000

73,945

Starbucks Corp.

357,710

27,787

The Cheesecake Factory, Inc.

518,500

22,233

 

148,661

Household Durables - 0.3%

D.R. Horton, Inc.

65,100

1,348

Garmin Ltd. (d)

333,822

18,374

iRobot Corp. (a)(d)

145,200

4,700

Lennar Corp. Class A

24,600

891

Wayfair LLC Series B (f)(g)

381,300

10,000

 

35,313

Internet & Catalog Retail - 8.4%

Amazon.com, Inc. (a)

1,552,098

485,791

Groupon, Inc. Class A (a)(d)(e)

60,287,370

390,059

JD.com, Inc. sponsored ADR

31,500

900

RetailMeNot, Inc.

45,200

1,106

zulily, Inc. Class A (d)

665,573

23,042

 

900,898

Media - 2.0%

Comcast Corp. Class A

3,506,300

188,393

Liberty Global PLC Class A (a)

291,500

12,126

Lions Gate Entertainment Corp. (d)

43,869

1,351

The Walt Disney Co.

27,200

2,336

Twenty-First Century Fox, Inc. Class A

478,500

15,159

 

219,365

Specialty Retail - 1.6%

Francesca's Holdings Corp. (a)

1,509

19

Monro Muffler Brake, Inc.

613

31

Restoration Hardware Holdings, Inc. (a)

65,700

5,374

Ross Stores, Inc.

595,200

38,331

TJX Companies, Inc.

41,700

2,222

Tractor Supply Co.

90,376

5,619

Ulta Salon, Cosmetics & Fragrance, Inc. (a)

1,327,715

122,588

 

174,184

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.7%

lululemon athletica, Inc. (a)(d)

227,746

$ 8,761

LVMH Moet Hennessy - Louis Vuitton SA ADR

306,800

10,480

NIKE, Inc. Class B

400

31

Ralph Lauren Corp.

373,200

58,167

 

77,439

TOTAL CONSUMER DISCRETIONARY

1,618,674

CONSUMER STAPLES - 4.6%

Beverages - 0.5%

Monster Beverage Corp. (a)

892,200

57,065

Food & Staples Retailing - 2.5%

Costco Wholesale Corp.

2,101,050

246,957

Sprouts Farmers Market LLC (d)

727,500

22,196

 

269,153

Food Products - 1.6%

Danone SA sponsored ADR

3,721,723

53,891

Keurig Green Mountain, Inc.

752,317

89,736

Mondelez International, Inc.

854,000

30,744

 

174,371

TOTAL CONSUMER STAPLES

500,589

ENERGY - 0.3%

Energy Equipment & Services - 0.2%

Oceaneering International, Inc.

337,900

22,947

Oil, Gas & Consumable Fuels - 0.1%

Noble Energy, Inc.

16,900

1,124

Rosetta Resources, Inc. (a)

252,500

12,895

 

14,019

TOTAL ENERGY

36,966

FINANCIALS - 4.0%

Banks - 2.0%

Bank of America Corp.

420,000

6,405

Citigroup, Inc.

464,300

22,709

Commerce Bancshares, Inc.

474,507

21,381

Huntington Bancshares, Inc.

4,400

43

JPMorgan Chase & Co.

1,959,100

112,981

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Banks - continued

PacWest Bancorp

1,000

$ 42

Signature Bank (a)

214,600

24,548

UMB Financial Corp.

308,962

17,497

Wells Fargo & Co.

185,900

9,462

 

215,068

Capital Markets - 0.7%

Carlyle Group LP

630,500

21,046

Northern Trust Corp.

893,400

59,760

 

80,806

Consumer Finance - 1.3%

American Express Co.

729,500

64,196

Capital One Financial Corp.

907,500

72,183

 

136,379

Thrifts & Mortgage Finance - 0.0%

BofI Holding, Inc. (a)

12,300

917

TOTAL FINANCIALS

433,170

HEALTH CARE - 19.9%

Biotechnology - 13.4%

Acceleron Pharma, Inc.

167,000

4,947

Aegerion Pharmaceuticals, Inc. (a)

9,600

323

Alexion Pharmaceuticals, Inc. (a)

685,789

109,034

Alkermes PLC (a)

865,236

36,997

Alnylam Pharmaceuticals, Inc. (a)

146,100

7,897

Amgen, Inc.

89,200

11,363

Avalanche Biotechnologies, Inc. (a)

171,949

4,813

BioCryst Pharmaceuticals, Inc. (a)

1,582,464

19,812

Biogen Idec, Inc. (a)

198,400

66,343

BioMarin Pharmaceutical, Inc. (a)

2,266,956

140,143

Celldex Therapeutics, Inc. (a)(d)

1,255,985

16,441

Clovis Oncology, Inc. (a)

432,455

15,763

Dicerna Pharmaceuticals, Inc. (d)

253,207

3,803

Epizyme, Inc. (a)

85

3

Exelixis, Inc. (a)(d)

371,858

1,502

Foundation Medicine, Inc. (d)(e)

1,593,212

35,879

Genocea Biosciences, Inc.

686,570

11,953

Gilead Sciences, Inc. (a)

3,355,799

307,223

ImmunoGen, Inc. (a)

70,009

755

Infinity Pharmaceuticals, Inc. (a)

869,731

7,906

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Intercept Pharmaceuticals, Inc. (a)

283,119

$ 65,786

InterMune, Inc. (a)

1,500,000

65,805

Intrexon Corp. (d)

198,100

4,376

Ironwood Pharmaceuticals, Inc. Class A (a)

3,220,042

47,657

Isis Pharmaceuticals, Inc. (a)

46,249

1,433

KYTHERA Biopharmaceuticals, Inc. (a)(d)(e)

1,257,482

42,226

Lion Biotechnologies, Inc. (a)(e)

1,800,000

12,870

Medivation, Inc. (a)

856,145

63,552

NPS Pharmaceuticals, Inc. (a)

422,700

11,810

Ophthotech Corp. (d)

1,010,600

39,474

Pharmacyclics, Inc. (a)(d)

313,600

37,770

Portola Pharmaceuticals, Inc. (a)(e)

2,336,800

58,747

PTC Therapeutics, Inc. (a)(e)

2,099,379

55,466

Puma Biotechnology, Inc. (a)

23,500

5,210

Regeneron Pharmaceuticals, Inc. (a)

16,000

5,060

Seattle Genetics, Inc. (a)(d)

1,401,386

49,329

Synageva BioPharma Corp. (a)

478,174

32,712

Targacept, Inc. (a)

4,749

13

Ultragenyx Pharmaceutical, Inc. (d)

317,796

13,888

uniQure B.V.

192,200

1,964

Versartis, Inc. (a)(d)

517,200

10,551

Vertex Pharmaceuticals, Inc. (a)

171,100

15,213

XOMA Corp. (a)

1,521,913

5,905

 

1,449,717

Health Care Equipment & Supplies - 1.3%

Accuray, Inc. (a)(d)

2,427,800

19,107

Endologix, Inc. (a)

1,400

20

HeartWare International, Inc. (a)

240,200

20,227

Insulet Corp. (a)

454,417

16,059

Intuitive Surgical, Inc. (a)

38,250

17,501

Novadaq Technologies, Inc. (a)

2,521,733

38,683

Quidel Corp. (a)

1,088,274

25,977

 

137,574

Health Care Providers & Services - 0.8%

Accretive Health, Inc. (a)(d)(e)

9,842,302

82,872

Health Care Technology - 3.2%

athenahealth, Inc. (a)(d)(e)

2,369,183

294,726

Castlight Health, Inc. Class B (a)(d)

65,400

877

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Technology - continued

Medidata Solutions, Inc. (a)

247,200

$ 11,084

Veeva Systems, Inc. Class A (d)

1,545,600

36,785

 

343,472

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

324,200

51,843

Pharmaceuticals - 0.7%

Achaogen, Inc. (a)

847,200

9,158

Endocyte, Inc. (a)(d)

90,808

603

GW Pharmaceuticals PLC ADR (a)(d)

193,527

16,372

Intra-Cellular Therapies, Inc.

263,900

3,824

Pacira Pharmaceuticals, Inc. (a)

10,200

938

Questcor Pharmaceuticals, Inc.

92

8

Revance Therapeutics, Inc.

971,700

29,812

Theravance, Inc. (a)(d)

657,279

14,263

 

74,978

TOTAL HEALTH CARE

2,140,456

INDUSTRIALS - 2.1%

Airlines - 0.4%

American Airlines Group, Inc.

229,900

8,932

JetBlue Airways Corp. (a)

294,500

3,157

United Continental Holdings, Inc. (a)

640,800

29,727

 

41,816

Electrical Equipment - 0.3%

SolarCity Corp. (a)(d)

527,094

37,703

Professional Services - 0.9%

Paylocity Holding Corp. (a)(d)

12,700

249

Towers Watson & Co.

10,700

1,092

Verisk Analytics, Inc. (a)

1,561,600

93,758

 

95,099

Road & Rail - 0.5%

J.B. Hunt Transport Services, Inc.

642,880

49,669

TOTAL INDUSTRIALS

224,287

INFORMATION TECHNOLOGY - 51.7%

Communications Equipment - 1.9%

Aruba Networks, Inc. (a)

4,363,279

77,928

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Cisco Systems, Inc.

46,900

$ 1,183

QUALCOMM, Inc.

278,153

20,500

Riverbed Technology, Inc. (a)

3,112,173

55,708

ViaSat, Inc. (a)

840,700

49,156

 

204,475

Electronic Equipment & Components - 0.7%

Control4 Corp.

1,600

27

Trimble Navigation Ltd. (a)

2,576,700

79,620

 

79,647

Internet Software & Services - 17.7%

Angie's List, Inc. (a)(d)

94,091

784

Baidu.com, Inc. sponsored ADR (a)

198,900

42,972

Benefitfocus, Inc. (d)

193,400

7,454

Constant Contact, Inc. (a)

908,336

28,276

Cornerstone OnDemand, Inc. (a)

1,924,282

80,512

Cvent, Inc.

321,700

8,786

Demandware, Inc. (a)

22,500

1,355

Dropbox, Inc. (a)(g)

331,524

6,333

E2open, Inc. (a)(d)(e)

1,552,491

25,119

Facebook, Inc. Class A (a)

4,591,088

333,543

Google, Inc.:

Class A (a)

846,027

490,315

Class C (a)

812,377

464,355

Marketo, Inc. (a)(d)(e)

2,081,278

56,923

Qihoo 360 Technology Co. Ltd. ADR (a)

9,100

829

Rackspace Hosting, Inc. (a)(e)

9,689,146

293,484

Textura Corp. (a)

600

15

TrueCar, Inc. (d)

491,500

6,670

Twitter, Inc.

22,500

1,017

Wix.com Ltd. (a)(d)

364,405

6,177

Yahoo!, Inc. (a)

1,510,100

54,077

Yelp, Inc. (a)

730

49

 

1,909,045

IT Services - 0.1%

Acxiom Corp. (a)

44,300

812

Cognizant Technology Solutions Corp. Class A (a)

21,200

1,040

ServiceSource International, Inc. (a)(d)

1,076,936

4,771

 

6,623

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 3.2%

Altera Corp.

70,894

$ 2,320

Applied Micro Circuits Corp. (a)

457,650

3,821

Broadcom Corp. Class A

343,800

13,154

Cavium, Inc. (a)

24,900

1,162

Cirrus Logic, Inc. (a)

461,900

10,360

Cree, Inc. (a)(d)

1,408,400

66,519

Inphi Corp. (a)

1,595

24

Mellanox Technologies Ltd. (a)(d)

294,954

12,285

Micron Technology, Inc. (a)

2,364,200

72,226

NVE Corp. (a)(e)

265,557

17,620

NVIDIA Corp.

7,988,461

139,798

RF Micro Devices, Inc. (a)

197,000

2,199

 

341,488

Software - 16.5%

Activision Blizzard, Inc.

12,189,452

272,800

Adobe Systems, Inc. (a)

82,200

5,681

Check Point Software Technologies Ltd. (a)

400

27

CommVault Systems, Inc. (a)(e)

3,319,184

159,387

Concur Technologies, Inc. (a)(d)

851,973

79,199

Electronic Arts, Inc. (a)

1,185,260

39,825

FireEye, Inc. (d)

24,690

876

Fleetmatics Group PLC (a)

1,341,522

42,379

Gameloft Se (a)(e)

7,764,787

49,492

Imperva, Inc. (a)

406,800

9,019

Interactive Intelligence Group, Inc. (a)

222,187

10,081

King Digital Entertainment PLC (a)(d)

99,806

1,941

Microsoft Corp.

11,728,139

506,186

NetSuite, Inc. (a)(d)

1,299,800

109,586

Nintendo Co. Ltd. ADR

45,600

631

Red Hat, Inc. (a)

199,100

11,572

salesforce.com, Inc. (a)

1,970,120

106,879

ServiceNow, Inc. (a)

156,386

9,195

SolarWinds, Inc. (a)

700

29

Synchronoss Technologies, Inc. (a)(e)

4,085,907

165,112

Synopsys, Inc. (a)

404,800

15,289

Tableau Software, Inc. (a)

400

26

Ubisoft Entertainment SA (a)(e)

10,112,456

169,602

Xero Ltd. (g)

661,157

12,844

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Zendesk, Inc.

38,400

$ 668

Zynga, Inc. (a)

260,800

762

 

1,779,088

Technology Hardware, Storage & Peripherals - 11.6%

Apple, Inc.

11,863,700

1,133,810

Cray, Inc. (a)(d)

874,165

23,183

Electronics for Imaging, Inc. (a)

1,202,400

52,990

EMC Corp.

1,000

29

Nimble Storage, Inc. (d)

955,980

24,741

Seagate Technology LLC

1,300

76

Silicon Graphics International Corp. (a)

1,774

17

Stratasys Ltd. (a)(d)

126,700

12,738

 

1,247,584

TOTAL INFORMATION TECHNOLOGY

5,567,950

MATERIALS - 1.0%

Chemicals - 0.4%

Monsanto Co.

425,100

48,075

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

900

25

 

48,100

Metals & Mining - 0.6%

Anglo American PLC ADR

4,430,000

59,584

Randgold Resources Ltd. sponsored ADR

333

29

 

59,613

TOTAL MATERIALS

107,713

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Level 3 Communications, Inc. (a)

741,047

32,591

Wireless Telecommunication Services - 0.0%

RingCentral, Inc.

46,300

691

TOTAL TELECOMMUNICATION SERVICES

33,282

TOTAL COMMON STOCKS

(Cost $ 8,598,528)


10,663,087

Convertible Preferred Stocks - 0.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 0.3%

Household Durables - 0.2%

Roku, Inc. 8.00% (a)(g)

16,562,507

$ 21,531

Internet & Catalog Retail - 0.1%

One Kings Lane, Inc. Series E (g)

648,635

8,303

Media - 0.0%

Turn, Inc. Series E (g)

1,199,041

7,866

TOTAL CONSUMER DISCRETIONARY

37,700

HEALTH CARE - 0.2%

Biotechnology - 0.2%

Avalanche Biotechnologies, Inc. Series B (g)

700,821

17,654

INFORMATION TECHNOLOGY - 0.4%

Internet Software & Services - 0.4%

Uber Technologies, Inc. 8.00% (g)

564,041

35,000

Software - 0.0%

Cloudera, Inc. Series F (g)

126,709

1,982

Technology Hardware, Storage & Peripherals - 0.0%

Pure Storage, Inc. Series E (g)

184,982

2,516

TOTAL INFORMATION TECHNOLOGY

39,498

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $78,404)


94,852

Money Market Funds - 4.4%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)
(Cost $472,725)

472,724,550


472,725

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $9,149,657)

11,230,664

NET OTHER ASSETS (LIABILITIES) - (4.2)%

(454,840)

NET ASSETS - 100%

$ 10,775,824

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $124,029,000 or 1.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Avalanche Biotechnologies, Inc. Series B

4/17/14

$ 5,277

Cloudera, Inc. Series F

2/5/14

$ 1,845

Dropbox, Inc.

5/2/12

$ 3,000

One Kings Lane, Inc. Series E

1/29/14

$ 10,000

Pure Storage, Inc. Series E

8/22/13

$ 1,282

Roku, Inc. 8.00%

5/7/13

$ 15,000

Turn, Inc. Series E

12/30/13

$ 10,000

Uber Technologies, Inc. 8.00%

6/6/14

$ 35,000

Wayfair LLC Series B

3/5/14

$ 10,000

Xero Ltd.

10/14/13

$ 10,054

Affiliated Central Funds

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

Fund

Income earned
(Amounts in
thousands)

Fidelity Cash Central Fund

$ 24

Fidelity Securities Lending Cash Central Fund

5,974

Total

$ 5,998

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Accretive Health, Inc.

$ 98,226

$ -

$ -

$ -

$ 82,872

Angie's List, Inc.

89,531

34,870

77,790

-

-

athenahealth, Inc.

189,279

204,352

186,170

-

294,726

CommVault Systems, Inc.

-

211,806

-

-

159,387

Constant Contact, Inc.

55,980

12,571

65,475

-

-

E2open, Inc.

37,709

17,160

24,600

-

25,119

Foundation Medicine, Inc.

-

56,830

6,410

-

35,879

Gameloft Se

62,909

-

-

-

49,492

Groupon, Inc. Class A

36,940

546,110

85,999

-

390,059

KYTHERA Biopharmaceuticals, Inc.

-

60,995

-

-

42,226

Lion Biotechnologies, Inc.

-

13,881

-

-

12,870

Marin Software, Inc.

26,341

1,818

27,461

-

-

Marketo, Inc.

4,728

85,086

22,981

-

56,923

Mellanox Technologies Ltd.

43,318

101,079

114,381

-

-

NII Holdings, Inc.

122,927

-

30,102

-

-

NVE Corp.

13,166

-

-

-

17,620

Portola Pharmaceuticals, Inc.

-

63,095

2,974

-

58,747

PTC Therapeutics, Inc.

-

49,842

2,122

-

55,466

Questcor Pharmaceuticals, Inc.

227,969

63,691

288,609

435

-

Rackspace Hosting, Inc.

284,725

184,655

59,998

-

293,484

Radware Ltd.

49,088

-

52,959

-

-

Riverbed Technology, Inc.

135,456

120,525

247,957

-

-

ServiceSource International, Inc.

46,693

-

22,018

-

-

Synchronoss Technologies, Inc.

127,202

52,327

44,740

-

165,112

Trulia, Inc.

56,736

129,260

237,323

-

-

Ubisoft Entertainment SA

145,537

7,099

-

-

169,602

Ubisoft Entertainment SA warrants 10/10/13

1,651

1,669

-

-

-

Total

$ 1,856,111

$ 2,018,721

$ 1,600,069

$ 435

$ 1,909,584

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,656,374

$ 1,608,674

$ -

$ 47,700

Consumer Staples

500,589

500,589

-

-

Energy

36,966

36,966

-

-

Financials

433,170

433,170

-

-

Health Care

2,158,110

2,140,456

17,654

-

Industrials

224,287

224,287

-

-

Information Technology

5,607,448

5,548,773

12,844

45,831

Materials

107,713

107,713

-

-

Telecommunication Services

33,282

33,282

-

-

Money Market Funds

472,725

472,725

-

-

Total Investments in Securities:

$ 11,230,664

$ 11,106,635

$ 30,498

$ 93,531

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $448,530) - See accompanying schedule:

Unaffiliated issuers (cost $6,627,849)

$ 8,848,355

 

Fidelity Central Funds (cost $472,725)

472,725

 

Other affiliated issuers (cost $2,049,083)

1,909,584

 

Total Investments (cost $9,149,657)

 

$ 11,230,664

Receivable for investments sold

291,984

Receivable for fund shares sold

8,612

Dividends receivable

598

Distributions receivable from Fidelity Central Funds

681

Receivable from investment adviser for expense reductions

2

Other receivables

291

Total assets

11,532,832

 

 

 

Liabilities

Payable to custodian bank

$ 6,192

Payable for investments purchased

256,854

Payable for fund shares redeemed

15,149

Accrued management fee

4,505

Other affiliated payables

1,335

Other payables and accrued expenses

248

Collateral on securities loaned, at value

472,725

Total liabilities

757,008

 

 

 

Net Assets

$ 10,775,824

Net Assets consist of:

 

Paid in capital

$ 7,855,570

Accumulated net investment loss

(142)

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

839,418

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

2,080,978

Net Assets

$ 10,775,824

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

OTC:
Net Asset Value
, offering price and redemption price per share ($7,869,812 ÷ 96,883 shares)

$ 81.23

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,906,012 ÷ 35,455 shares)

$ 81.96

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends (including $435 earned from other affiliated issuers)

 

$ 64,604

Income from Fidelity Central Funds (including $5,974 from security lending)

 

5,998

Total income

 

70,602

 

 

 

Expenses

Management fee
Basic fee

$ 61,873

Performance adjustment

(2,441)

Transfer agent fees

14,091

Accounting and security lending fees

1,401

Custodian fees and expenses

267

Independent trustees' compensation

42

Appreciation in deferred trustee compensation account

1

Registration fees

260

Audit

72

Legal

46

Interest

16

Miscellaneous

75

Total expenses before reductions

75,703

Expense reductions

(510)

75,193

Net investment income (loss)

(4,591)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,453,613

Other affiliated issuers

(13,710)

Foreign currency transactions

9

Total net realized gain (loss)

 

1,439,912

Change in net unrealized appreciation (depreciation) on:

Investment securities

 

164,549

Net gain (loss)

1,604,461

Net increase (decrease) in net assets resulting from operations

$ 1,599,870

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (4,591)

$ 43,443

Net realized gain (loss)

1,439,912

1,100,950

Change in net unrealized appreciation (depreciation)

164,549

1,322,673

Net increase (decrease) in net assets resulting
from operations

1,599,870

2,467,066

Distributions to shareholders from net investment income

(7,143)

(33,821)

Distributions to shareholders from net realized gain

(1,239,587)

-

Total distributions

(1,246,730)

(33,821)

Share transactions - net increase (decrease)

1,469,555

(622,836)

Total increase (decrease) in net assets

1,822,695

1,810,409

 

 

 

Net Assets

Beginning of period

8,953,129

7,142,720

End of period (including accumulated net investment loss of $142 and undistributed net investment income of $6,993, respectively)

$ 10,775,824

$ 8,953,129

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

Annual Report

Financial Highlights - OTC

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 78.98

$ 57.53

$ 59.28

$ 45.00

$ 38.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .36 E

  (.08) F

  (.27)

  (.23)

Net realized and unrealized gain (loss)

  12.78

  21.37

  (1.67)

  14.55

  6.50

Total from investment operations

  12.72

  21.73

  (1.75)

  14.28

  6.27

Distributions from net investment income

  (.05)

  (.28)

  -

  -

  -

Distributions from net realized gain

  (10.42)

  -

  -

  -

  -

Total distributions

  (10.47)

  (.28)

  -

  -

  -

Net asset value, end of period

$ 81.23

$ 78.98

$ 57.53

$ 59.28

$ 45.00

Total ReturnA

  17.96%

  37.93%

  (2.95)%

  31.73%

  16.19%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  .77%

  .76%

  .91%

  .94%

  1.06%

Expenses net of fee waivers, if any

  .77%

  .76%

  .91%

  .94%

  1.06%

Expenses net of all reductions

  .76%

  .74%

  .90%

  .92%

  1.04%

Net investment income (loss)

  (.08)%

  .55% E

  (.14)% F

  (.49)%

  (.51)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,870

$ 6,693

$ 5,499

$ 6,374

$ 5,080

Portfolio turnover rateD

  106%

  116%

  149%

  158%

  163%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20)%.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 79.60

$ 57.94

$ 59.61

$ 45.19

$ 38.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .04

  .45 F

  - G, I

  (.19)

  (.16)

Net realized and unrealized gain (loss)

  12.87

  21.53

  (1.67)

  14.61

  6.52

Total from investment operations

  12.91

  21.98

  (1.67)

  14.42

  6.36

Distributions from net investment income

  (.10)

  (.32)

  -

  -

  -

Distributions from net realized gain

  (10.46)

  -

  -

  -

  -

Total distributions

  (10.55) J

  (.32)

  -

  -

  -

Net asset value, end of period

$ 81.96

$ 79.60

$ 57.94

$ 59.61

$ 45.19

Total ReturnA

  18.10%

  38.11%

  (2.80)%

  31.91%

  16.38%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .65%

  .62%

  .77%

  .80%

  .90%

Expenses net of fee waivers, if any

  .65%

  .62%

  .77%

  .80%

  .90%

Expenses net of all reductions

  .64%

  .60%

  .76%

  .78%

  .88%

Net investment income (loss)

  .05%

  .69% F

  -% E, G

  (.35)%

  (.35)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,906

$ 2,260

$ 1,644

$ 1,363

$ 936

Portfolio turnover rateD

  106%

  116%

  149%

  158%

  163%

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

B Calculated based on average shares outstanding during the period.

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

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

E Amount represents less than .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%.

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

I Amount represents less than $.01 per share.

J Total distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity OTC Portfolio (the Fund) is a non-diversified fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers OTC and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense

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3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 2,680,914

Gross unrealized depreciation

(653,054)

Net unrealized appreciation (depreciation) on securities

$ 2,027,860

 

 

Tax Cost

$ 9,202,804

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

Undistributed ordinary income

$ 439,889

Undistributed long-term capital gain

$ 452,675

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,027,832

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 324,481

$ 33,821

Long-term Capital Gains

922,249

-

Total

$ 1,246,730

$ 33,821

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,070,426 and $10,811,193, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of OTC as compared to its benchmark index, the Nasdaq Composite Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .58% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of OTC. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

OTC

$ 12,856

.17

Class K

1,235

.05

 

$ 14,091

 

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $309 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 16,820

.32%

$ 12

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $8.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $17 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the

Annual Report

7. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,206. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $354 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $27,027. The weighted average interest rate was .58%. The interest expense amounted to $4 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $443 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $67.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

OTC

$ 4,344

$ 24,686

Class K

2,799

9,135

Total

$ 7,143

$ 33,821

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Distributions to Shareholders - continued

Years ended July 31,

2014

2013

From net realized gain

 

 

OTC

$ 926,740

$ -

Class K

312,847

-

Total

$ 1,239,587

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

OTC

 

 

 

 

Shares sold

26,717

13,349

$ 2,114,409

$ 888,988

Reinvestment of distributions

12,308

400

905,081

23,934

Shares redeemed

(26,885)

(24,580)

(2,095,020)

(1,536,509)

Net increase (decrease)

12,140

(10,831)

$ 924,470

$ (623,587)

Class K

 

 

 

 

Shares sold

11,495

8,116

$ 915,992

$ 517,177

Reinvestment of distributions

4,258

152

315,646

9,135

Shares redeemed

(8,692)

(8,251)

(686,553)

(525,561)

Net increase (decrease)

7,061

17

$ 545,085

$ 751

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity OTC Portfolio:

We have audited the accompanying statement of assets and liabilities of Fidelity OTC Portfolio (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity OTC Portfolio as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity OTC Portfolio voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

OTC Portfolio

09/08/14

09/05/14

$6.748

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $735,186,538 or, if subsequently determined to be different, the net capital gain of such year.

OTC Portfolio designates 19% and 15% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

OTC Portfolio designates 20% and 15% of the dividends distributed in September and December, respectively during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity OTC Portfolio

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index for the most recent one-, three-, and five-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity OTC Portfolio

dfr709290

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity OTC Portfolio

dfr709292

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

Annual Report

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

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
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OTC-UANN-0914
1.789250.111

Fidelity®

OTC

Portfolio -
Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class KA

18.10%

19.47%

12.13%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity® OTC Portfolio, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® OTC Portfolio - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Nasdaq Composite Index® performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Gavin Baker, Portfolio Manager of Fidelity® OTC Portfolio: For the year, the fund's Class K shares returned 18.10%, trailing the Nasdaq Composite Index. Notable detractors include Rackspace Hosting, Groupon, NII Holdings and Angie's List, which collectively cost the fund more than 540 basis points of relative performance. Mobile operator NII faced a number of challenges in rolling out its new wireless network in Latin America. Subscriber-based Angie's List faced increased competition from crowd-sourced and free alternatives, as well as marketplace-model implementation issues. NII Holdings and nearly our entire position in Angie's List were sold from the fund prior to period end. The fund maintained its stake in Rackspace and increased its stake in Groupon. On the positive side, social-media giant Facebook, the fund's top relative contributor, continued to benefit from having figured out how to profitably integrate advertising into its newsfeed. Keurig Green Mountain also helped the fund's relative performance. The company continued to grow its earnings, along with its relationship with Coca-Cola, and remains strategic and aggressive in seeking out new and mutually beneficial partnerships.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

OTC

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,034.60

$ 3.58

Hypothetical A

 

$ 1,000.00

$ 1,021.27

$ 3.56

Class K

.59%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.20

$ 2.98

Hypothetical A

 

$ 1,000.00

$ 1,021.87

$ 2.96

A 5% return per year before expenses

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

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

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

10.5

6.9

Microsoft Corp.

4.7

3.3

Google, Inc. Class A

4.5

6.7

Amazon.com, Inc.

4.5

4.3

Google, Inc. Class C

4.3

0.0

Groupon, Inc. Class A

3.7

1.9

Facebook, Inc. Class A

3.1

5.2

Gilead Sciences, Inc.

2.9

2.5

athenahealth, Inc.

2.7

2.4

Rackspace Hosting, Inc.

2.7

3.4

 

43.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

52.1

47.9

Health Care

20.1

22.0

Consumer Discretionary

15.3

15.9

Consumer Staples

4.6

6.5

Financials

4.0

2.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

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Stocks 98.9%

 

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Stocks 99.3%

 

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Convertible
Securities 0.9%

 

dfr709282

Convertible
Securities 0.3%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 0.2%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 0.4%

 

* Foreign investments

5.6%

 

** Foreign investments

6.1%

 

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Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 15.0%

Automobiles - 0.6%

Tesla Motors, Inc. (a)(d)

281,299

$ 62,814

Hotels, Restaurants & Leisure - 1.4%

Bloomin' Brands, Inc. (a)

771,100

15,106

Dunkin' Brands Group, Inc.

22,800

977

Intrawest Resorts Holdings, Inc. (d)

764,235

8,613

Panera Bread Co. Class A (a)

502,000

73,945

Starbucks Corp.

357,710

27,787

The Cheesecake Factory, Inc.

518,500

22,233

 

148,661

Household Durables - 0.3%

D.R. Horton, Inc.

65,100

1,348

Garmin Ltd. (d)

333,822

18,374

iRobot Corp. (a)(d)

145,200

4,700

Lennar Corp. Class A

24,600

891

Wayfair LLC Series B (f)(g)

381,300

10,000

 

35,313

Internet & Catalog Retail - 8.4%

Amazon.com, Inc. (a)

1,552,098

485,791

Groupon, Inc. Class A (a)(d)(e)

60,287,370

390,059

JD.com, Inc. sponsored ADR

31,500

900

RetailMeNot, Inc.

45,200

1,106

zulily, Inc. Class A (d)

665,573

23,042

 

900,898

Media - 2.0%

Comcast Corp. Class A

3,506,300

188,393

Liberty Global PLC Class A (a)

291,500

12,126

Lions Gate Entertainment Corp. (d)

43,869

1,351

The Walt Disney Co.

27,200

2,336

Twenty-First Century Fox, Inc. Class A

478,500

15,159

 

219,365

Specialty Retail - 1.6%

Francesca's Holdings Corp. (a)

1,509

19

Monro Muffler Brake, Inc.

613

31

Restoration Hardware Holdings, Inc. (a)

65,700

5,374

Ross Stores, Inc.

595,200

38,331

TJX Companies, Inc.

41,700

2,222

Tractor Supply Co.

90,376

5,619

Ulta Salon, Cosmetics & Fragrance, Inc. (a)

1,327,715

122,588

 

174,184

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.7%

lululemon athletica, Inc. (a)(d)

227,746

$ 8,761

LVMH Moet Hennessy - Louis Vuitton SA ADR

306,800

10,480

NIKE, Inc. Class B

400

31

Ralph Lauren Corp.

373,200

58,167

 

77,439

TOTAL CONSUMER DISCRETIONARY

1,618,674

CONSUMER STAPLES - 4.6%

Beverages - 0.5%

Monster Beverage Corp. (a)

892,200

57,065

Food & Staples Retailing - 2.5%

Costco Wholesale Corp.

2,101,050

246,957

Sprouts Farmers Market LLC (d)

727,500

22,196

 

269,153

Food Products - 1.6%

Danone SA sponsored ADR

3,721,723

53,891

Keurig Green Mountain, Inc.

752,317

89,736

Mondelez International, Inc.

854,000

30,744

 

174,371

TOTAL CONSUMER STAPLES

500,589

ENERGY - 0.3%

Energy Equipment & Services - 0.2%

Oceaneering International, Inc.

337,900

22,947

Oil, Gas & Consumable Fuels - 0.1%

Noble Energy, Inc.

16,900

1,124

Rosetta Resources, Inc. (a)

252,500

12,895

 

14,019

TOTAL ENERGY

36,966

FINANCIALS - 4.0%

Banks - 2.0%

Bank of America Corp.

420,000

6,405

Citigroup, Inc.

464,300

22,709

Commerce Bancshares, Inc.

474,507

21,381

Huntington Bancshares, Inc.

4,400

43

JPMorgan Chase & Co.

1,959,100

112,981

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Banks - continued

PacWest Bancorp

1,000

$ 42

Signature Bank (a)

214,600

24,548

UMB Financial Corp.

308,962

17,497

Wells Fargo & Co.

185,900

9,462

 

215,068

Capital Markets - 0.7%

Carlyle Group LP

630,500

21,046

Northern Trust Corp.

893,400

59,760

 

80,806

Consumer Finance - 1.3%

American Express Co.

729,500

64,196

Capital One Financial Corp.

907,500

72,183

 

136,379

Thrifts & Mortgage Finance - 0.0%

BofI Holding, Inc. (a)

12,300

917

TOTAL FINANCIALS

433,170

HEALTH CARE - 19.9%

Biotechnology - 13.4%

Acceleron Pharma, Inc.

167,000

4,947

Aegerion Pharmaceuticals, Inc. (a)

9,600

323

Alexion Pharmaceuticals, Inc. (a)

685,789

109,034

Alkermes PLC (a)

865,236

36,997

Alnylam Pharmaceuticals, Inc. (a)

146,100

7,897

Amgen, Inc.

89,200

11,363

Avalanche Biotechnologies, Inc. (a)

171,949

4,813

BioCryst Pharmaceuticals, Inc. (a)

1,582,464

19,812

Biogen Idec, Inc. (a)

198,400

66,343

BioMarin Pharmaceutical, Inc. (a)

2,266,956

140,143

Celldex Therapeutics, Inc. (a)(d)

1,255,985

16,441

Clovis Oncology, Inc. (a)

432,455

15,763

Dicerna Pharmaceuticals, Inc. (d)

253,207

3,803

Epizyme, Inc. (a)

85

3

Exelixis, Inc. (a)(d)

371,858

1,502

Foundation Medicine, Inc. (d)(e)

1,593,212

35,879

Genocea Biosciences, Inc.

686,570

11,953

Gilead Sciences, Inc. (a)

3,355,799

307,223

ImmunoGen, Inc. (a)

70,009

755

Infinity Pharmaceuticals, Inc. (a)

869,731

7,906

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Intercept Pharmaceuticals, Inc. (a)

283,119

$ 65,786

InterMune, Inc. (a)

1,500,000

65,805

Intrexon Corp. (d)

198,100

4,376

Ironwood Pharmaceuticals, Inc. Class A (a)

3,220,042

47,657

Isis Pharmaceuticals, Inc. (a)

46,249

1,433

KYTHERA Biopharmaceuticals, Inc. (a)(d)(e)

1,257,482

42,226

Lion Biotechnologies, Inc. (a)(e)

1,800,000

12,870

Medivation, Inc. (a)

856,145

63,552

NPS Pharmaceuticals, Inc. (a)

422,700

11,810

Ophthotech Corp. (d)

1,010,600

39,474

Pharmacyclics, Inc. (a)(d)

313,600

37,770

Portola Pharmaceuticals, Inc. (a)(e)

2,336,800

58,747

PTC Therapeutics, Inc. (a)(e)

2,099,379

55,466

Puma Biotechnology, Inc. (a)

23,500

5,210

Regeneron Pharmaceuticals, Inc. (a)

16,000

5,060

Seattle Genetics, Inc. (a)(d)

1,401,386

49,329

Synageva BioPharma Corp. (a)

478,174

32,712

Targacept, Inc. (a)

4,749

13

Ultragenyx Pharmaceutical, Inc. (d)

317,796

13,888

uniQure B.V.

192,200

1,964

Versartis, Inc. (a)(d)

517,200

10,551

Vertex Pharmaceuticals, Inc. (a)

171,100

15,213

XOMA Corp. (a)

1,521,913

5,905

 

1,449,717

Health Care Equipment & Supplies - 1.3%

Accuray, Inc. (a)(d)

2,427,800

19,107

Endologix, Inc. (a)

1,400

20

HeartWare International, Inc. (a)

240,200

20,227

Insulet Corp. (a)

454,417

16,059

Intuitive Surgical, Inc. (a)

38,250

17,501

Novadaq Technologies, Inc. (a)

2,521,733

38,683

Quidel Corp. (a)

1,088,274

25,977

 

137,574

Health Care Providers & Services - 0.8%

Accretive Health, Inc. (a)(d)(e)

9,842,302

82,872

Health Care Technology - 3.2%

athenahealth, Inc. (a)(d)(e)

2,369,183

294,726

Castlight Health, Inc. Class B (a)(d)

65,400

877

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Technology - continued

Medidata Solutions, Inc. (a)

247,200

$ 11,084

Veeva Systems, Inc. Class A (d)

1,545,600

36,785

 

343,472

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

324,200

51,843

Pharmaceuticals - 0.7%

Achaogen, Inc. (a)

847,200

9,158

Endocyte, Inc. (a)(d)

90,808

603

GW Pharmaceuticals PLC ADR (a)(d)

193,527

16,372

Intra-Cellular Therapies, Inc.

263,900

3,824

Pacira Pharmaceuticals, Inc. (a)

10,200

938

Questcor Pharmaceuticals, Inc.

92

8

Revance Therapeutics, Inc.

971,700

29,812

Theravance, Inc. (a)(d)

657,279

14,263

 

74,978

TOTAL HEALTH CARE

2,140,456

INDUSTRIALS - 2.1%

Airlines - 0.4%

American Airlines Group, Inc.

229,900

8,932

JetBlue Airways Corp. (a)

294,500

3,157

United Continental Holdings, Inc. (a)

640,800

29,727

 

41,816

Electrical Equipment - 0.3%

SolarCity Corp. (a)(d)

527,094

37,703

Professional Services - 0.9%

Paylocity Holding Corp. (a)(d)

12,700

249

Towers Watson & Co.

10,700

1,092

Verisk Analytics, Inc. (a)

1,561,600

93,758

 

95,099

Road & Rail - 0.5%

J.B. Hunt Transport Services, Inc.

642,880

49,669

TOTAL INDUSTRIALS

224,287

INFORMATION TECHNOLOGY - 51.7%

Communications Equipment - 1.9%

Aruba Networks, Inc. (a)

4,363,279

77,928

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Cisco Systems, Inc.

46,900

$ 1,183

QUALCOMM, Inc.

278,153

20,500

Riverbed Technology, Inc. (a)

3,112,173

55,708

ViaSat, Inc. (a)

840,700

49,156

 

204,475

Electronic Equipment & Components - 0.7%

Control4 Corp.

1,600

27

Trimble Navigation Ltd. (a)

2,576,700

79,620

 

79,647

Internet Software & Services - 17.7%

Angie's List, Inc. (a)(d)

94,091

784

Baidu.com, Inc. sponsored ADR (a)

198,900

42,972

Benefitfocus, Inc. (d)

193,400

7,454

Constant Contact, Inc. (a)

908,336

28,276

Cornerstone OnDemand, Inc. (a)

1,924,282

80,512

Cvent, Inc.

321,700

8,786

Demandware, Inc. (a)

22,500

1,355

Dropbox, Inc. (a)(g)

331,524

6,333

E2open, Inc. (a)(d)(e)

1,552,491

25,119

Facebook, Inc. Class A (a)

4,591,088

333,543

Google, Inc.:

Class A (a)

846,027

490,315

Class C (a)

812,377

464,355

Marketo, Inc. (a)(d)(e)

2,081,278

56,923

Qihoo 360 Technology Co. Ltd. ADR (a)

9,100

829

Rackspace Hosting, Inc. (a)(e)

9,689,146

293,484

Textura Corp. (a)

600

15

TrueCar, Inc. (d)

491,500

6,670

Twitter, Inc.

22,500

1,017

Wix.com Ltd. (a)(d)

364,405

6,177

Yahoo!, Inc. (a)

1,510,100

54,077

Yelp, Inc. (a)

730

49

 

1,909,045

IT Services - 0.1%

Acxiom Corp. (a)

44,300

812

Cognizant Technology Solutions Corp. Class A (a)

21,200

1,040

ServiceSource International, Inc. (a)(d)

1,076,936

4,771

 

6,623

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 3.2%

Altera Corp.

70,894

$ 2,320

Applied Micro Circuits Corp. (a)

457,650

3,821

Broadcom Corp. Class A

343,800

13,154

Cavium, Inc. (a)

24,900

1,162

Cirrus Logic, Inc. (a)

461,900

10,360

Cree, Inc. (a)(d)

1,408,400

66,519

Inphi Corp. (a)

1,595

24

Mellanox Technologies Ltd. (a)(d)

294,954

12,285

Micron Technology, Inc. (a)

2,364,200

72,226

NVE Corp. (a)(e)

265,557

17,620

NVIDIA Corp.

7,988,461

139,798

RF Micro Devices, Inc. (a)

197,000

2,199

 

341,488

Software - 16.5%

Activision Blizzard, Inc.

12,189,452

272,800

Adobe Systems, Inc. (a)

82,200

5,681

Check Point Software Technologies Ltd. (a)

400

27

CommVault Systems, Inc. (a)(e)

3,319,184

159,387

Concur Technologies, Inc. (a)(d)

851,973

79,199

Electronic Arts, Inc. (a)

1,185,260

39,825

FireEye, Inc. (d)

24,690

876

Fleetmatics Group PLC (a)

1,341,522

42,379

Gameloft Se (a)(e)

7,764,787

49,492

Imperva, Inc. (a)

406,800

9,019

Interactive Intelligence Group, Inc. (a)

222,187

10,081

King Digital Entertainment PLC (a)(d)

99,806

1,941

Microsoft Corp.

11,728,139

506,186

NetSuite, Inc. (a)(d)

1,299,800

109,586

Nintendo Co. Ltd. ADR

45,600

631

Red Hat, Inc. (a)

199,100

11,572

salesforce.com, Inc. (a)

1,970,120

106,879

ServiceNow, Inc. (a)

156,386

9,195

SolarWinds, Inc. (a)

700

29

Synchronoss Technologies, Inc. (a)(e)

4,085,907

165,112

Synopsys, Inc. (a)

404,800

15,289

Tableau Software, Inc. (a)

400

26

Ubisoft Entertainment SA (a)(e)

10,112,456

169,602

Xero Ltd. (g)

661,157

12,844

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Zendesk, Inc.

38,400

$ 668

Zynga, Inc. (a)

260,800

762

 

1,779,088

Technology Hardware, Storage & Peripherals - 11.6%

Apple, Inc.

11,863,700

1,133,810

Cray, Inc. (a)(d)

874,165

23,183

Electronics for Imaging, Inc. (a)

1,202,400

52,990

EMC Corp.

1,000

29

Nimble Storage, Inc. (d)

955,980

24,741

Seagate Technology LLC

1,300

76

Silicon Graphics International Corp. (a)

1,774

17

Stratasys Ltd. (a)(d)

126,700

12,738

 

1,247,584

TOTAL INFORMATION TECHNOLOGY

5,567,950

MATERIALS - 1.0%

Chemicals - 0.4%

Monsanto Co.

425,100

48,075

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

900

25

 

48,100

Metals & Mining - 0.6%

Anglo American PLC ADR

4,430,000

59,584

Randgold Resources Ltd. sponsored ADR

333

29

 

59,613

TOTAL MATERIALS

107,713

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Level 3 Communications, Inc. (a)

741,047

32,591

Wireless Telecommunication Services - 0.0%

RingCentral, Inc.

46,300

691

TOTAL TELECOMMUNICATION SERVICES

33,282

TOTAL COMMON STOCKS

(Cost $ 8,598,528)


10,663,087

Convertible Preferred Stocks - 0.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 0.3%

Household Durables - 0.2%

Roku, Inc. 8.00% (a)(g)

16,562,507

$ 21,531

Internet & Catalog Retail - 0.1%

One Kings Lane, Inc. Series E (g)

648,635

8,303

Media - 0.0%

Turn, Inc. Series E (g)

1,199,041

7,866

TOTAL CONSUMER DISCRETIONARY

37,700

HEALTH CARE - 0.2%

Biotechnology - 0.2%

Avalanche Biotechnologies, Inc. Series B (g)

700,821

17,654

INFORMATION TECHNOLOGY - 0.4%

Internet Software & Services - 0.4%

Uber Technologies, Inc. 8.00% (g)

564,041

35,000

Software - 0.0%

Cloudera, Inc. Series F (g)

126,709

1,982

Technology Hardware, Storage & Peripherals - 0.0%

Pure Storage, Inc. Series E (g)

184,982

2,516

TOTAL INFORMATION TECHNOLOGY

39,498

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $78,404)


94,852

Money Market Funds - 4.4%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)
(Cost $472,725)

472,724,550


472,725

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $9,149,657)

11,230,664

NET OTHER ASSETS (LIABILITIES) - (4.2)%

(454,840)

NET ASSETS - 100%

$ 10,775,824

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $124,029,000 or 1.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Avalanche Biotechnologies, Inc. Series B

4/17/14

$ 5,277

Cloudera, Inc. Series F

2/5/14

$ 1,845

Dropbox, Inc.

5/2/12

$ 3,000

One Kings Lane, Inc. Series E

1/29/14

$ 10,000

Pure Storage, Inc. Series E

8/22/13

$ 1,282

Roku, Inc. 8.00%

5/7/13

$ 15,000

Turn, Inc. Series E

12/30/13

$ 10,000

Uber Technologies, Inc. 8.00%

6/6/14

$ 35,000

Wayfair LLC Series B

3/5/14

$ 10,000

Xero Ltd.

10/14/13

$ 10,054

Affiliated Central Funds

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

Fund

Income earned
(Amounts in
thousands)

Fidelity Cash Central Fund

$ 24

Fidelity Securities Lending Cash Central Fund

5,974

Total

$ 5,998

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Accretive Health, Inc.

$ 98,226

$ -

$ -

$ -

$ 82,872

Angie's List, Inc.

89,531

34,870

77,790

-

-

athenahealth, Inc.

189,279

204,352

186,170

-

294,726

CommVault Systems, Inc.

-

211,806

-

-

159,387

Constant Contact, Inc.

55,980

12,571

65,475

-

-

E2open, Inc.

37,709

17,160

24,600

-

25,119

Foundation Medicine, Inc.

-

56,830

6,410

-

35,879

Gameloft Se

62,909

-

-

-

49,492

Groupon, Inc. Class A

36,940

546,110

85,999

-

390,059

KYTHERA Biopharmaceuticals, Inc.

-

60,995

-

-

42,226

Lion Biotechnologies, Inc.

-

13,881

-

-

12,870

Marin Software, Inc.

26,341

1,818

27,461

-

-

Marketo, Inc.

4,728

85,086

22,981

-

56,923

Mellanox Technologies Ltd.

43,318

101,079

114,381

-

-

NII Holdings, Inc.

122,927

-

30,102

-

-

NVE Corp.

13,166

-

-

-

17,620

Portola Pharmaceuticals, Inc.

-

63,095

2,974

-

58,747

PTC Therapeutics, Inc.

-

49,842

2,122

-

55,466

Questcor Pharmaceuticals, Inc.

227,969

63,691

288,609

435

-

Rackspace Hosting, Inc.

284,725

184,655

59,998

-

293,484

Radware Ltd.

49,088

-

52,959

-

-

Riverbed Technology, Inc.

135,456

120,525

247,957

-

-

ServiceSource International, Inc.

46,693

-

22,018

-

-

Synchronoss Technologies, Inc.

127,202

52,327

44,740

-

165,112

Trulia, Inc.

56,736

129,260

237,323

-

-

Ubisoft Entertainment SA

145,537

7,099

-

-

169,602

Ubisoft Entertainment SA warrants 10/10/13

1,651

1,669

-

-

-

Total

$ 1,856,111

$ 2,018,721

$ 1,600,069

$ 435

$ 1,909,584

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,656,374

$ 1,608,674

$ -

$ 47,700

Consumer Staples

500,589

500,589

-

-

Energy

36,966

36,966

-

-

Financials

433,170

433,170

-

-

Health Care

2,158,110

2,140,456

17,654

-

Industrials

224,287

224,287

-

-

Information Technology

5,607,448

5,548,773

12,844

45,831

Materials

107,713

107,713

-

-

Telecommunication Services

33,282

33,282

-

-

Money Market Funds

472,725

472,725

-

-

Total Investments in Securities:

$ 11,230,664

$ 11,106,635

$ 30,498

$ 93,531

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $448,530) - See accompanying schedule:

Unaffiliated issuers (cost $6,627,849)

$ 8,848,355

 

Fidelity Central Funds (cost $472,725)

472,725

 

Other affiliated issuers (cost $2,049,083)

1,909,584

 

Total Investments (cost $9,149,657)

 

$ 11,230,664

Receivable for investments sold

291,984

Receivable for fund shares sold

8,612

Dividends receivable

598

Distributions receivable from Fidelity Central Funds

681

Receivable from investment adviser for expense reductions

2

Other receivables

291

Total assets

11,532,832

 

 

 

Liabilities

Payable to custodian bank

$ 6,192

Payable for investments purchased

256,854

Payable for fund shares redeemed

15,149

Accrued management fee

4,505

Other affiliated payables

1,335

Other payables and accrued expenses

248

Collateral on securities loaned, at value

472,725

Total liabilities

757,008

 

 

 

Net Assets

$ 10,775,824

Net Assets consist of:

 

Paid in capital

$ 7,855,570

Accumulated net investment loss

(142)

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

839,418

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

2,080,978

Net Assets

$ 10,775,824

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

OTC:
Net Asset Value
, offering price and redemption price per share ($7,869,812 ÷ 96,883 shares)

$ 81.23

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,906,012 ÷ 35,455 shares)

$ 81.96

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends (including $435 earned from other affiliated issuers)

 

$ 64,604

Income from Fidelity Central Funds (including $5,974 from security lending)

 

5,998

Total income

 

70,602

 

 

 

Expenses

Management fee
Basic fee

$ 61,873

Performance adjustment

(2,441)

Transfer agent fees

14,091

Accounting and security lending fees

1,401

Custodian fees and expenses

267

Independent trustees' compensation

42

Appreciation in deferred trustee compensation account

1

Registration fees

260

Audit

72

Legal

46

Interest

16

Miscellaneous

75

Total expenses before reductions

75,703

Expense reductions

(510)

75,193

Net investment income (loss)

(4,591)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,453,613

Other affiliated issuers

(13,710)

Foreign currency transactions

9

Total net realized gain (loss)

 

1,439,912

Change in net unrealized appreciation (depreciation) on:

Investment securities

 

164,549

Net gain (loss)

1,604,461

Net increase (decrease) in net assets resulting from operations

$ 1,599,870

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (4,591)

$ 43,443

Net realized gain (loss)

1,439,912

1,100,950

Change in net unrealized appreciation (depreciation)

164,549

1,322,673

Net increase (decrease) in net assets resulting
from operations

1,599,870

2,467,066

Distributions to shareholders from net investment income

(7,143)

(33,821)

Distributions to shareholders from net realized gain

(1,239,587)

-

Total distributions

(1,246,730)

(33,821)

Share transactions - net increase (decrease)

1,469,555

(622,836)

Total increase (decrease) in net assets

1,822,695

1,810,409

 

 

 

Net Assets

Beginning of period

8,953,129

7,142,720

End of period (including accumulated net investment loss of $142 and undistributed net investment income of $6,993, respectively)

$ 10,775,824

$ 8,953,129

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

Annual Report

Financial Highlights - OTC

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 78.98

$ 57.53

$ 59.28

$ 45.00

$ 38.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .36 E

  (.08) F

  (.27)

  (.23)

Net realized and unrealized gain (loss)

  12.78

  21.37

  (1.67)

  14.55

  6.50

Total from investment operations

  12.72

  21.73

  (1.75)

  14.28

  6.27

Distributions from net investment income

  (.05)

  (.28)

  -

  -

  -

Distributions from net realized gain

  (10.42)

  -

  -

  -

  -

Total distributions

  (10.47)

  (.28)

  -

  -

  -

Net asset value, end of period

$ 81.23

$ 78.98

$ 57.53

$ 59.28

$ 45.00

Total ReturnA

  17.96%

  37.93%

  (2.95)%

  31.73%

  16.19%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  .77%

  .76%

  .91%

  .94%

  1.06%

Expenses net of fee waivers, if any

  .77%

  .76%

  .91%

  .94%

  1.06%

Expenses net of all reductions

  .76%

  .74%

  .90%

  .92%

  1.04%

Net investment income (loss)

  (.08)%

  .55% E

  (.14)% F

  (.49)%

  (.51)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,870

$ 6,693

$ 5,499

$ 6,374

$ 5,080

Portfolio turnover rateD

  106%

  116%

  149%

  158%

  163%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20)%.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 79.60

$ 57.94

$ 59.61

$ 45.19

$ 38.83

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .04

  .45 F

  - G, I

  (.19)

  (.16)

Net realized and unrealized gain (loss)

  12.87

  21.53

  (1.67)

  14.61

  6.52

Total from investment operations

  12.91

  21.98

  (1.67)

  14.42

  6.36

Distributions from net investment income

  (.10)

  (.32)

  -

  -

  -

Distributions from net realized gain

  (10.46)

  -

  -

  -

  -

Total distributions

  (10.55) J

  (.32)

  -

  -

  -

Net asset value, end of period

$ 81.96

$ 79.60

$ 57.94

$ 59.61

$ 45.19

Total ReturnA

  18.10%

  38.11%

  (2.80)%

  31.91%

  16.38%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .65%

  .62%

  .77%

  .80%

  .90%

Expenses net of fee waivers, if any

  .65%

  .62%

  .77%

  .80%

  .90%

Expenses net of all reductions

  .64%

  .60%

  .76%

  .78%

  .88%

Net investment income (loss)

  .05%

  .69% F

  -% E, G

  (.35)%

  (.35)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,906

$ 2,260

$ 1,644

$ 1,363

$ 936

Portfolio turnover rateD

  106%

  116%

  149%

  158%

  163%

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

B Calculated based on average shares outstanding during the period.

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

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

E Amount represents less than .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%.

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

I Amount represents less than $.01 per share.

J Total distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity OTC Portfolio (the Fund) is a non-diversified fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers OTC and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 2,680,914

Gross unrealized depreciation

(653,054)

Net unrealized appreciation (depreciation) on securities

$ 2,027,860

 

 

Tax Cost

$ 9,202,804

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

Undistributed ordinary income

$ 439,889

Undistributed long-term capital gain

$ 452,675

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,027,832

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 324,481

$ 33,821

Long-term Capital Gains

922,249

-

Total

$ 1,246,730

$ 33,821

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,070,426 and $10,811,193, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of OTC as compared to its benchmark index, the Nasdaq Composite Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .58% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of OTC. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

OTC

$ 12,856

.17

Class K

1,235

.05

 

$ 14,091

 

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $309 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 16,820

.32%

$ 12

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $8.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $17 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,206. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $354 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $27,027. The weighted average interest rate was .58%. The interest expense amounted to $4 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $443 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $67.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

OTC

$ 4,344

$ 24,686

Class K

2,799

9,135

Total

$ 7,143

$ 33,821

Annual Report

10. Distributions to Shareholders - continued

Years ended July 31,

2014

2013

From net realized gain

 

 

OTC

$ 926,740

$ -

Class K

312,847

-

Total

$ 1,239,587

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

OTC

 

 

 

 

Shares sold

26,717

13,349

$ 2,114,409

$ 888,988

Reinvestment of distributions

12,308

400

905,081

23,934

Shares redeemed

(26,885)

(24,580)

(2,095,020)

(1,536,509)

Net increase (decrease)

12,140

(10,831)

$ 924,470

$ (623,587)

Class K

 

 

 

 

Shares sold

11,495

8,116

$ 915,992

$ 517,177

Reinvestment of distributions

4,258

152

315,646

9,135

Shares redeemed

(8,692)

(8,251)

(686,553)

(525,561)

Net increase (decrease)

7,061

17

$ 545,085

$ 751

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity OTC Portfolio:

We have audited the accompanying statement of assets and liabilities of Fidelity OTC Portfolio (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity OTC Portfolio as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity OTC Portfolio voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class K

09/08/14

09/05/14

$6.808

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $735,186,538 or, if subsequently determined to be different, the net capital gain of such year.

Class K designates 18% and 15% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 20% and 15% of the dividends distributed in September and December, respectively during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity OTC Portfolio

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index for the most recent one-, three-, and five-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Fidelity OTC Portfolio

dfr709318

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity OTC Portfolio

dfr709320

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

Annual Report

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

OTC-K-UANN-0914
1.863303.105

Fidelity®

Series Real Estate Equity

Fund

Fidelity Series Real Estate Equity Fund

Class F

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity® Series Real Estate Equity Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Life of
fund
A

  Fidelity® Series Real Estate Equity Fund

12.72%

16.33%

  Class F

13.01%

16.56%

A From October 20, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Real Estate Equity Fund, a class of the fund, on October 20, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Samuel Wald, Portfolio Manager of Fidelity® Series Real Estate Equity Fund: For the year, the fund's Series Real Estate Equity and Class F shares gained 12.72% and 13.01%, respectively, versus 12.61% for the benchmark Dow Jones U.S. Select Real Estate Securities IndexSM and 16.94% for the S&P 500® Index. The fund was hampered by subpar stock picking among residential and diversified real estate investment trusts (REITs), although security selection among industrial/office REITs and in the so-called real estate related category (primarily health care REITs) was very strong. The fund's biggest individual detractor was Vornado Realty Trust, in which the fund was significantly underweighted. Another notable detractor was mall operator Glimcher Realty Trust, which I ultimately sold in June. Equity One also weighed on results. On the positive side, Digital Realty Trust, which owns data centers, was the top contributor, benefiting from a recovery off a very low valuation and the easing of investor concerns surrounding oversupply in its industry. Another notable contributor was Essex Property Trust, an apartment REIT. I liked Essex partly for its solid management and exposure to West Coast apartments.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Series Real Estate Equity

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,137.40

$ 4.03

Hypothetical A

 

$ 1,000.00

$ 1,021.03

$ 3.81

Class F

.59%

 

 

 

Actual

 

$ 1,000.00

$ 1,139.10

$ 3.13

Hypothetical A

 

$ 1,000.00

$ 1,021.87

$ 2.96

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Simon Property Group, Inc.

12.5

13.2

Boston Properties, Inc.

5.8

5.6

Public Storage

5.1

6.8

Essex Property Trust, Inc.

4.8

4.8

HCP, Inc.

4.2

2.7

SL Green Realty Corp.

4.0

4.1

Federal Realty Investment Trust (SBI)

3.7

1.6

Alexandria Real Estate Equities, Inc.

3.7

3.8

Digital Realty Trust, Inc.

3.7

0.0

Taubman Centers, Inc.

3.4

1.4

 

50.9

Top Five REIT Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

REITs - Office Buildings

19.1

19.0

REITs - Apartments

16.8

17.0

REITs - Malls

15.9

15.0

REITs - Industrial Buildings

12.6

16.1

REITs - Health Care Facilities

10.3

11.2

Asset Allocation (% of fund's net assets)

As of July 31, 2014

As of January 31, 2014

dfr709279

Stocks 98.9%

 

dfr709279

Stocks 98.7%

 

dfr709285

Short-Term
Investments and
Net Other Assets (Liabilities) 1.1%

 

dfr709285

Short-Term
Investments and
Net Other Assets (Liabilities) 1.3%

 

dfr709339

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value

HOTELS, RESTAURANTS & LEISURE - 0.2%

Hotels, Resorts & Cruise Lines - 0.2%

Starwood Hotels & Resorts Worldwide, Inc.

24,300

$ 1,867,212

REAL ESTATE INVESTMENT TRUSTS - 97.3%

REITs - Apartments - 16.8%

AvalonBay Communities, Inc.

96,435

14,280,095

Equity Residential (SBI)

444,551

28,740,222

Essex Property Trust, Inc.

314,667

59,651,423

Mid-America Apartment Communities, Inc.

568,948

39,780,844

Post Properties, Inc.

638,951

34,631,144

UDR, Inc.

1,120,700

32,589,956

TOTAL REITS - APARTMENTS

209,673,684

REITs - Health Care Facilities - 10.3%

HCP, Inc.

1,255,859

52,155,824

Health Care REIT, Inc.

247,549

15,751,543

Senior Housing Properties Trust (SBI)

1,036,200

23,687,532

Ventas, Inc.

586,737

37,257,800

TOTAL REITS - HEALTH CARE FACILITIES

128,852,699

REITs - Hotels - 6.7%

Ashford Hospitality Prime, Inc.

490,521

8,167,175

FelCor Lodging Trust, Inc.

2,447,069

25,620,812

Host Hotels & Resorts, Inc.

942,400

20,487,776

LaSalle Hotel Properties (SBI)

829,379

28,854,095

TOTAL REITS - HOTELS

83,129,858

REITs - Industrial Buildings - 12.6%

DCT Industrial Trust, Inc.

3,752,900

29,385,207

Duke Realty LP

208,200

3,745,518

Extra Space Storage, Inc.

352,300

18,224,479

Prologis, Inc.

854,706

34,880,552

Public Storage

372,787

63,973,977

Terreno Realty Corp.

331,700

6,202,790

TOTAL REITS - INDUSTRIAL BUILDINGS

156,412,523

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - CONTINUED

REITs - Malls - 15.9%

Simon Property Group, Inc.

930,023

$ 156,420,569

Taubman Centers, Inc.

571,422

42,033,802

TOTAL REITS - MALLS

198,454,371

REITs - Management/Investment - 6.2%

Digital Realty Trust, Inc. (d)

703,600

45,304,804

Equity Lifestyle Properties, Inc.

483,748

21,425,199

Weyerhaeuser Co. (d)

314,960

9,864,547

TOTAL REITS - MANAGEMENT/INVESTMENT

76,594,550

REITs - Mobile Home Parks - 0.7%

Sun Communities, Inc.

154,355

8,123,704

REITs - Office Buildings - 19.1%

Alexandria Real Estate Equities, Inc.

580,908

45,659,369

Boston Properties, Inc.

605,749

72,356,718

Cousins Properties, Inc.

942,131

11,663,582

CyrusOne, Inc.

39,132

972,430

Douglas Emmett, Inc.

654,800

18,655,252

Piedmont Office Realty Trust, Inc. Class A (d)

1,950,420

37,935,669

SL Green Realty Corp.

466,532

50,292,150

TOTAL REITS - OFFICE BUILDINGS

237,535,170

REITs - Shopping Centers - 8.8%

Acadia Realty Trust (SBI)

135,700

3,830,811

Cedar Shopping Centers, Inc.

1,446,790

9,114,777

Excel Trust, Inc.

402,092

5,207,091

Federal Realty Investment Trust (SBI)

377,652

46,111,309

Kite Realty Group Trust

1,877,000

11,449,700

Ramco-Gershenson Properties Trust (SBI)

97,700

1,621,820

Vornado Realty Trust

150,000

15,903,000

Washington Prime Group, Inc. (a)

875,111

16,530,847

TOTAL REITS - SHOPPING CENTERS

109,769,355

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - CONTINUED

REITs - Single Tenant - 0.2%

Select Income (REIT)

102,500

$ 2,844,375

TOTAL REAL ESTATE INVESTMENT TRUSTS

1,211,390,289

REAL ESTATE MANAGEMENT & DEVELOPMENT - 1.4%

Real Estate Operating Companies - 1.4%

Forest City Enterprises, Inc. Class A (a)

904,742

17,343,904

TOTAL COMMON STOCKS

(Cost $1,041,952,109)


1,230,601,405

Money Market Funds - 5.2%

 

 

 

 

Fidelity Cash Central Fund, 0.11% (b)

17,833,929

17,833,929

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

47,369,375

47,369,375

TOTAL MONEY MARKET FUNDS

(Cost $65,203,304)


65,203,304

TOTAL INVESTMENT PORTFOLIO - 104.1%

(Cost $1,107,155,413)

1,295,804,709

NET OTHER ASSETS (LIABILITIES) - (4.1)%

(51,002,271)

NET ASSETS - 100%

$ 1,244,802,438

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 19,966

Fidelity Securities Lending Cash Central Fund

86,648

Total

$ 106,614

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $45,959,789) - See accompanying schedule:

Unaffiliated issuers (cost $1,041,952,109)

$ 1,230,601,405

 

Fidelity Central Funds (cost $65,203,304)

65,203,304

 

Total Investments (cost $1,107,155,413)

 

$ 1,295,804,709

Receivable for investments sold

11,144,634

Receivable for fund shares sold

109,253

Dividends receivable

453,319

Distributions receivable from Fidelity Central Funds

8,441

Other receivables

28,971

Total assets

1,307,549,327

 

 

 

Liabilities

Payable for investments purchased

$ 13,573,207

Payable for fund shares redeemed

1,058,586

Accrued management fee

574,704

Other affiliated payables

122,649

Other payables and accrued expenses

48,368

Collateral on securities loaned, at value

47,369,375

Total liabilities

62,746,889

 

 

 

Net Assets

$ 1,244,802,438

Net Assets consist of:

 

Paid in capital

$ 1,001,677,059

Undistributed net investment income

4,533,326

Accumulated undistributed net realized gain (loss) on investments

49,942,757

Net unrealized appreciation (depreciation) on investments

188,649,296

Net Assets

$ 1,244,802,438

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

July 31, 2014

 

 

 

Series Real Estate Equity:
Net Asset Value
, offering price and redemption price per share ($598,298,482 ÷ 43,196,781 shares)

$ 13.85

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($646,503,956 ÷ 46,660,517 shares)

$ 13.86

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 29,164,246

Interest

 

6

Income from Fidelity Central Funds

 

106,614

Total income

 

29,270,866

 

 

 

Expenses

Management fee

$ 6,193,721

Transfer agent fees

979,919

Accounting and security lending fees

370,700

Custodian fees and expenses

37,066

Independent trustees' compensation

4,558

Audit

50,664

Legal

3,334

Miscellaneous

8,969

Total expenses before reductions

7,648,931

Expense reductions

(73,159)

7,575,772

Net investment income (loss)

21,695,094

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

51,455,849

Change in net unrealized appreciation (depreciation) on investment securities

71,304,807

Net gain (loss)

122,760,656

Net increase (decrease) in net assets resulting from operations

$ 144,455,750

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 21,695,094

$ 13,612,092

Net realized gain (loss)

51,455,849

39,712,522

Change in net unrealized appreciation (depreciation)

71,304,807

8,545,406

Net increase (decrease) in net assets resulting
from operations

144,455,750

61,870,020

Distributions to shareholders from net investment income

(19,187,861)

(12,676,438)

Distributions to shareholders from net realized gain

(29,660,377)

(20,512,803)

Total distributions

(48,848,238)

(33,189,241)

Share transactions - net increase (decrease)

124,245,341

197,354,537

Total increase (decrease) in net assets

219,852,853

226,035,316

 

 

 

Net Assets

Beginning of period

1,024,949,585

798,914,269

End of period (including undistributed net investment income of $4,533,236 and undistributed net investment income of $2,701,320, respectively)

$ 1,244,802,438

$ 1,024,949,585

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series Real Estate Equity

Years ended July 31,

2014

2013

2012 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.87

$ 12.39

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .23

  .18

  .11

Net realized and unrealized gain (loss)

  1.31

  .78

  2.38

Total from investment operations

  1.54

  .96

  2.49

Distributions from net investment income

  (.21)

  (.17)

  (.08)

Distributions from net realized gain

  (.35)

  (.31)

  (.02)

Total distributions

  (.56)

  (.48)

  (.10)

Net asset value, end of period

$ 13.85

$ 12.87

$ 12.39

Total ReturnB, C

  12.72%

  8.06%

  25.03%

Ratios to Average Net Assets E, H

 

 

 

Expenses before reductions

  .77%

  .79%

  .81%A

Expenses net of fee waivers, if any

  .77%

  .79%

  .81%A

Expenses net of all reductions

  .76%

  .78%

  .81%A

Net investment income (loss)

  1.84%

  1.44%

  1.27%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 598,298

$ 531,188

$ 475,392

Portfolio turnover rateF

  69%

  48%

  40%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods.Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended July 31,

2014

2013

2012 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.87

$ 12.39

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .26

  .21

  .13

Net realized and unrealized gain (loss)

  1.31

  .78

  2.37

Total from investment operations

  1.57

  .99

  2.50

Distributions from net investment income

  (.23)

  (.20)

  (.09)

Distributions from net realized gain

  (.35)

  (.31)

  (.02)

Total distributions

  (.58)

  (.51)

  (.11)

Net asset value, end of period

$ 13.86

$ 12.87

$ 12.39

Total ReturnB, C

  13.01%

  8.27%

  25.16%

Ratios to Average Net Assets E, H

 

 

 

Expenses before reductions

  .59%

  .60%

  .61%A

Expenses net of fee waivers, if any

  .59%

  .60%

  .61%A

Expenses net of all reductions

  .59%

  .59%

  .61%A

Net investment income (loss)

  2.02%

  1.63%

  1.47%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 646,504

$ 493,761

$ 323,523

Portfolio turnover rateF

  69%

  48%

  40%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Series Real Estate Equity Fund (the Fund) is a non-diversified fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Real Estate Equity and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 192,492,604

Gross unrealized depreciation

(4,943,085)

Net unrealized appreciation (depreciation) on securities

$ 187,549,519

 

 

Tax Cost

$ 1,108,255,190

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,533,326

Undistributed long-term capital gain

$ 51,042,532

Net unrealized appreciation (depreciation) on securities and other investments

$ 187,549,519

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 25,299,133

$ 30,506,015

Long-term Capital Gains

23,549,105

2,683,226

Total

$ 48,848,238

$ 33,189,241

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $880,527,964 and $765,798,774, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Real Estate Equity. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Series Real Estate Equity

$ 979,919

.17

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $9,162 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,880 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income

Annual Report

7. Security Lending - continued

represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $86,648. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $73,135 for the period.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $24.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Series Real Estate Equity

$ 9,282,647

$ 6,714,600

Class F

9,905,214

5,961,838

Total

$ 19,187,861

$ 12,676,438

From net realized gain

 

 

Series Real Estate Equity

$ 14,856,526

$ 11,925,873

Class F

14,803,851

8,586,930

Total

$ 29,660,377

$ 20,512,803

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Series Real Estate Equity

 

 

 

 

Shares sold

12,135,298

6,610,741

$ 155,920,114

$ 86,029,893

Reinvestment of distributions

2,036,221

1,534,780

24,139,173

18,640,473

Shares redeemed

(12,260,138)

(5,238,476)

(160,457,152)

(65,738,689)

Net increase (decrease)

1,911,381

2,907,045

$ 19,602,135

$ 38,931,677

Class F

 

 

 

 

Shares sold

17,886,060

12,141,060

$ 232,091,231

$ 157,366,547

Reinvestment of distributions

2,085,724

1,195,373

24,709,065

14,548,768

Shares redeemed

(11,669,575)

(1,083,592)

(152,157,090)

(13,492,455)

Net increase (decrease)

8,302,209

12,252,841

$ 104,643,206

$ 158,422,860

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Series Real Estate Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Real Estate Equity Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Real Estate Equity Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 12, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statements of Additional Information (SAIs) include more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Real Estate Equity Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Christopher S. Bartel (1971)

Year of Election or Appointment: 2011

Vice President

 

Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2011

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012- present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Series Real Estate Equity Fund voted to pay shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Series Real Estate
Equity

09/08/14

09/05/14

$0.068

$0.568

Class F

09/08/14

09/05/14

$0.075

$0.568

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $51,410,291, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.02% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Real Estate Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index for the most recent one-year period, as shown below. A peer group comparison is not shown below.

Annual Report

Fidelity Series Real Estate Equity Fund

dfr709341

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Real Estate Equity Fund

dfr709343

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is offered only to other Fidelity funds, it continues to incur investment management expenses. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SLE-ANN-0914
1.930453.102

Fidelity®

Series Small Cap Opportunities

Fund

Fidelity Series Small Cap Opportunities Fund

Class F

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

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To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity® Series Small Cap Opportunities Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

Fidelity ® Series Small Cap Opportunities Fund

6.29%

17.35%

6.23%

Class F B

6.52%

17.60%

6.38%

A From March 22, 2007.
B The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009, are those of Fidelity Series Small Cap Opportunities Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series Small Cap Opportunities Fund, a class of the fund, on March 22, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

dfr709356

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Richard Thompson, Lead Portfolio Manager of Fidelity® Series Small Cap Opportunities Fund, and Rayna Lesser, one of the fund's Co-Portfolio Managers: For the year, the fund's Series Small Cap Opportunities and Class F shares gained 6.29% and 6.52%, respectively, lagging the 8.56% advance of the Russell 2000® Index. Despite the relative underperformance this period, we remain confident that the diversified nature of the fund's multi-manager approach and its emphasis on security selection with sector neutrality can support our goal of delivering consistent risk-adjusted returns over time. Versus the index, choices in the software & services and capital goods industries detracted the most, more than offsetting strong picks in pharmaceuticals, biotechnology & life science and banks. The fund's largest individual detractor was cloud-computing recurring revenue management provider ServiceSource International, while consumer discretionary's Francesca's Holdings, an operator of a chain of women's clothing boutiques, also didn't help. On the plus side, Intercept Pharmaceuticals easily was the fund's top individual contributor, largely due to a successful clinical trial outcome. Choices in financials also added value, including PacWest Bancorp, the fund's largest holding at period end. The bank holding company continued to generate above-average returns, while we also saw opportunities from a recent merger.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Series Small Cap Opportunities

.81%

 

 

 

Actual

 

$ 1,000.00

$ 981.80

$ 3.98

HypotheticalA

 

$ 1,000.00

$ 1,020.78

$ 4.06

Class F

.63%

 

 

 

Actual

 

$ 1,000.00

$ 982.70

$ 3.10

HypotheticalA

 

$ 1,000.00

$ 1,021.67

$ 3.16

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

PacWest Bancorp

1.3

1.1

Targa Resources Corp.

1.2

0.8

Newfield Exploration Co.

1.1

0.4

Associated Banc-Corp.

1.1

0.9

Huntington Bancshares, Inc.

1.0

0.9

Banner Bank

1.0

0.9

Stone Energy Corp.

1.0

0.8

City National Corp.

1.0

0.9

Global Payments, Inc.

1.0

0.7

Allied World Assurance Co. Holdings Ltd.

0.9

0.8

 

10.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.5

20.3

Information Technology

18.8

19.8

Industrials

13.3

14.4

Health Care

12.4

13.1

Consumer Discretionary

12.4

11.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014 *

As of January 31, 2014 **

dfr709279

Stocks and
Equity Futures 98.1%

 

dfr709279

Stocks and
Equity Futures 96.6%

 

dfr709285

Short-Term
Investments and
Net Other Assets (Liabilities) 1.9%

 

dfr709285

Short-Term
Investments and
Net Other Assets (Liabilities) 3.4%

 

* Foreign investments

8.0%

 

** Foreign investments

7.4%

 

dfr709362

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 97.5%

Shares

Value

CONSUMER DISCRETIONARY - 12.4%

Auto Components - 1.0%

Motorcar Parts of America, Inc. (a)

580,235

$ 12,916,031

Tenneco, Inc. (a)

610,386

38,881,588

 

51,797,619

Diversified Consumer Services - 1.2%

Bright Horizons Family Solutions, Inc. (a)

683,923

28,430,679

Service Corp. International

1,620,200

34,024,200

 

62,454,879

Hotels, Restaurants & Leisure - 1.2%

Bloomin' Brands, Inc. (a)

1,420,616

27,829,867

Chuy's Holdings, Inc. (a)

149,729

4,289,736

Life Time Fitness, Inc. (a)(d)

709,920

27,935,352

 

60,054,955

Household Durables - 0.5%

KB Home (d)

1,652,192

26,930,730

Internet & Catalog Retail - 0.5%

HomeAway, Inc. (a)

741,000

25,727,520

Media - 1.3%

MDC Partners, Inc. Class A (sub. vtg.)

1,385,250

29,080,912

Nexstar Broadcasting Group, Inc. Class A (d)

731,417

34,076,718

 

63,157,630

Multiline Retail - 0.8%

Dillard's, Inc. Class A

287,744

34,304,840

Mothercare PLC (a)

820,500

3,328,064

 

37,632,904

Specialty Retail - 3.2%

Ascena Retail Group, Inc. (a)

1,220,467

19,600,700

Conn's, Inc. (a)(d)

683,488

27,339,520

Francesca's Holdings Corp. (a)(d)

1,383,313

17,678,740

GameStop Corp. Class A

794,326

33,337,862

Genesco, Inc. (a)

359,125

27,390,464

GNC Holdings, Inc.

561,500

18,422,815

Rent-A-Center, Inc.

624,319

14,946,197

 

158,716,298

Textiles, Apparel & Luxury Goods - 2.7%

Fossil Group, Inc. (a)

341,100

33,427,800

Iconix Brand Group, Inc. (a)

930,700

39,303,461

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Kate Spade & Co. (a)

781,467

$ 29,562,897

Steven Madden Ltd. (a)

1,034,939

32,962,807

 

135,256,965

TOTAL CONSUMER DISCRETIONARY

621,729,500

CONSUMER STAPLES - 3.0%

Beverages - 0.3%

Cott Corp.

1,917,365

13,083,134

Food & Staples Retailing - 1.0%

Andersons, Inc.

349,600

18,885,392

Sprouts Farmers Market LLC

211,600

6,455,916

United Natural Foods, Inc. (a)

434,110

25,447,528

 

50,788,836

Food Products - 1.4%

Darling International, Inc. (a)

1,282,310

24,004,843

Fresh Del Monte Produce, Inc.

440,465

13,187,522

Greencore Group PLC

2,647,152

11,812,061

J&J Snack Foods Corp.

224,250

20,202,683

 

69,207,109

Personal Products - 0.3%

Inter Parfums, Inc.

617,900

16,145,727

TOTAL CONSUMER STAPLES

149,224,806

ENERGY - 6.5%

Energy Equipment & Services - 0.9%

Atwood Oceanics, Inc. (a)

431,326

20,768,347

Total Energy Services, Inc.

1,223,650

24,409,032

 

45,177,379

Oil, Gas & Consumable Fuels - 5.6%

Cloud Peak Energy, Inc. (a)

1,559,830

24,146,168

Energen Corp.

127,468

10,405,213

Genesis Energy LP

249,696

13,106,543

Newfield Exploration Co. (a)

1,398,810

56,372,043

Rosetta Resources, Inc. (a)

879,052

44,893,186

Stone Energy Corp. (a)

1,271,415

48,377,341

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Targa Resources Corp.

468,890

$ 59,783,475

Western Refining, Inc.

659,312

27,005,420

 

284,089,389

TOTAL ENERGY

329,266,768

FINANCIALS - 22.5%

Banks - 9.2%

Associated Banc-Corp.

3,069,228

55,000,566

BancFirst Corp.

411,520

25,061,568

Bank of the Ozarks, Inc.

1,459,974

44,923,400

Banner Bank (e)

1,280,871

51,542,249

BBCN Bancorp, Inc.

2,551,110

38,317,672

Cathay General Bancorp

1,050,524

26,882,909

City National Corp.

641,578

48,278,745

Huntington Bancshares, Inc.

5,330,000

52,340,600

Investors Bancorp, Inc.

3,349,200

34,664,220

National Penn Bancshares, Inc.

1,853,144

19,087,383

PacWest Bancorp

1,558,588

64,946,357

 

461,045,669

Capital Markets - 2.1%

Affiliated Managers Group, Inc. (a)

113,300

22,575,025

AURELIUS AG

848,707

30,002,573

LPL Financial

472,400

22,429,552

Waddell & Reed Financial, Inc. Class A

586,041

30,937,104

 

105,944,254

Insurance - 3.3%

Allied World Assurance Co. Holdings Ltd.

1,271,613

45,790,784

Amerisafe, Inc.

883,992

32,354,107

Aspen Insurance Holdings Ltd.

760,690

30,435,207

Primerica, Inc.

694,075

31,982,976

StanCorp Financial Group, Inc.

459,877

27,748,978

 

168,312,052

Real Estate Investment Trusts - 6.9%

Cousins Properties, Inc.

3,401,420

42,109,580

First Industrial Realty Trust, Inc.

2,173,792

39,236,946

Home Properties, Inc.

655,090

43,098,371

Kite Realty Group Trust

5,709,595

34,828,530

Mid-America Apartment Communities, Inc.

553,600

38,707,712

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

National Retail Properties, Inc. (d)

1,149,541

$ 40,889,173

Parkway Properties, Inc.

1,864,746

38,656,185

Ramco-Gershenson Properties Trust (SBI)

2,678,650

44,465,590

Stag Industrial, Inc.

1,003,900

22,929,076

 

344,921,163

Thrifts & Mortgage Finance - 1.0%

Washington Federal, Inc.

926,360

19,416,506

WSFS Financial Corp.

440,840

31,559,736

 

50,976,242

TOTAL FINANCIALS

1,131,199,380

HEALTH CARE - 12.4%

Biotechnology - 6.9%

ACADIA Pharmaceuticals, Inc. (a)(d)

671,791

13,617,204

Agios Pharmaceuticals, Inc. (d)

188,463

7,595,059

Auspex Pharmaceuticals, Inc.

463,926

8,448,092

BioCryst Pharmaceuticals, Inc. (a)

1,289,050

16,138,906

BioMarin Pharmaceutical, Inc. (a)

247,244

15,284,624

Bluebird Bio, Inc. (a)(d)

165,212

5,518,081

Celldex Therapeutics, Inc. (a)

779,849

10,208,223

Chimerix, Inc. (a)

697,818

15,854,425

Cubist Pharmaceuticals, Inc.

188,017

11,450,235

Dicerna Pharmaceuticals, Inc. (d)

197,835

2,971,482

Discovery Laboratories, Inc. (a)(d)

3,332,539

5,232,086

Dyax Corp. (a)

1,907,615

17,969,733

Genocea Biosciences, Inc.

256,091

4,458,544

Hyperion Therapeutics, Inc. (a)(d)

348,947

7,945,523

Insmed, Inc. (a)

875,535

14,962,893

Intercept Pharmaceuticals, Inc. (a)

110,198

25,605,607

InterMune, Inc. (a)

850,543

37,313,321

Isis Pharmaceuticals, Inc. (a)

604,972

18,748,082

Medivation, Inc. (a)

198,914

14,765,386

Mirati Therapeutics, Inc. (a)

658,269

11,960,748

Neurocrine Biosciences, Inc. (a)

1,115,382

15,146,888

Novavax, Inc. (a)

3,775,362

16,347,317

Puma Biotechnology, Inc. (a)

106,100

23,524,492

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Synageva BioPharma Corp. (a)

214,297

$ 14,660,058

XOMA Corp. (a)

2,524,322

9,794,369

 

345,521,378

Health Care Equipment & Supplies - 1.4%

Cerus Corp. (a)(d)

2,070,940

7,289,709

DexCom, Inc. (a)

412,716

15,551,139

Sirona Dental Systems, Inc. (a)

169,600

13,601,920

Steris Corp.

650,497

33,097,287

 

69,540,055

Health Care Providers & Services - 2.0%

Community Health Systems, Inc. (a)

396,600

18,917,820

MEDNAX, Inc. (a)

174,890

10,349,990

Omnicare, Inc.

232,000

14,500,000

PharMerica Corp. (a)

484,216

13,068,990

Surgical Care Affiliates, Inc.

728,636

21,407,326

Team Health Holdings, Inc. (a)

385,500

21,800,025

 

100,044,151

Health Care Technology - 0.3%

MedAssets, Inc. (a)

695,900

14,780,916

Life Sciences Tools & Services - 1.2%

Bruker BioSciences Corp. (a)

1,051,366

23,897,549

Fluidigm Corp. (a)

429,627

12,300,221

PAREXEL International Corp. (a)

316,200

16,935,672

Techne Corp.

82,249

7,675,477

 

60,808,919

Pharmaceuticals - 0.6%

Prestige Brands Holdings, Inc. (a)

581,354

17,905,703

Theravance, Inc. (a)(d)

655,549

14,225,413

 

32,131,116

TOTAL HEALTH CARE

622,826,535

INDUSTRIALS - 13.3%

Aerospace & Defense - 1.2%

AAR Corp.

773,757

20,814,063

Teledyne Technologies, Inc. (a)

451,734

41,198,141

 

62,012,204

Air Freight & Logistics - 0.9%

Hub Group, Inc. Class A (a)

937,063

43,273,569

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Building Products - 0.3%

Ply Gem Holdings, Inc. (a)(d)

1,551,602

$ 12,924,845

Commercial Services & Supplies - 0.6%

Civeo Corp.

1,230,500

31,254,700

Construction & Engineering - 1.6%

Chicago Bridge & Iron Co. NV

349,349

20,723,383

EMCOR Group, Inc.

773,400

31,655,262

MasTec, Inc. (a)

925,322

25,159,505

 

77,538,150

Electrical Equipment - 0.4%

General Cable Corp.

963,927

21,428,097

Industrial Conglomerates - 0.6%

Carlisle Companies, Inc.

382,800

30,631,656

Machinery - 2.7%

Allison Transmission Holdings, Inc.

1,038,771

30,415,215

Navistar International Corp. (a)(d)

830,853

29,221,100

TriMas Corp. (a)

816,344

25,861,778

Valmont Industries, Inc.

175,100

25,499,813

Wabtec Corp.

320,750

25,878,110

 

136,876,016

Marine - 0.3%

DryShips, Inc. (d)

5,533,403

15,825,533

Professional Services - 1.8%

Dun & Bradstreet Corp.

245,006

26,958,010

Huron Consulting Group, Inc. (a)

359,931

21,754,230

Stantec, Inc.

624,800

39,642,009

 

88,354,249

Trading Companies & Distributors - 2.9%

Applied Industrial Technologies, Inc.

661,823

32,071,943

DXP Enterprises, Inc. (a)

544,929

38,706,307

Kaman Corp.

621,880

24,881,419

Now, Inc.

906,300

29,173,797

Titan Machinery, Inc. (a)(d)(e)

1,560,789

22,881,167

 

147,714,633

TOTAL INDUSTRIALS

667,833,652

INFORMATION TECHNOLOGY - 18.8%

Communications Equipment - 2.0%

Aruba Networks, Inc. (a)

1,726,326

30,832,182

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Ixia (a)

2,735,869

$ 29,273,798

Radware Ltd. (a)

1,652,966

27,092,113

Riverbed Technology, Inc. (a)

759,657

13,597,860

 

100,795,953

Electronic Equipment & Components - 0.8%

InvenSense, Inc. (a)(d)

735,300

16,919,253

Neonode, Inc. (a)(d)(e)

3,508,590

9,543,365

TTM Technologies, Inc. (a)

1,928,493

14,482,982

 

40,945,600

Internet Software & Services - 2.9%

Bankrate, Inc. (a)

1,617,001

27,262,637

EarthLink Holdings Corp.

1,469,795

5,790,992

Move, Inc. (a)

1,462,587

21,353,770

NIC, Inc.

1,063,302

17,937,905

Points International Ltd. (a)(e)

1,345,014

25,447,665

Rackspace Hosting, Inc. (a)

417,417

12,643,561

Stamps.com, Inc. (a)

440,004

13,917,327

Web.com Group, Inc. (a)

911,641

24,204,069

 

148,557,926

IT Services - 4.1%

Datalink Corp. (a)(e)

1,138,340

12,863,242

ExlService Holdings, Inc. (a)

1,141,762

32,026,424

Global Payments, Inc.

686,500

47,553,855

Interxion Holding N.V. (a)

995,853

27,087,202

Maximus, Inc.

877,300

36,285,128

Sapient Corp. (a)

2,184,147

32,238,010

ServiceSource International, Inc. (a)(d)(e)

4,434,876

19,646,501

 

207,700,362

Semiconductors & Semiconductor Equipment - 2.8%

Ambarella, Inc. (a)(d)

364,200

10,419,762

Atmel Corp. (a)

502,000

4,116,400

Intersil Corp. Class A

693,900

8,902,737

Lattice Semiconductor Corp. (a)

1,496,700

10,237,428

M/A-COM Technology Solutions, Inc. (a)

241,400

4,803,860

Monolithic Power Systems, Inc.

699,770

28,858,515

PDF Solutions, Inc. (a)

299,000

5,728,840

Peregrine Semiconductor Corp. (a)

328,252

2,212,418

PMC-Sierra, Inc. (a)

1,253,800

8,438,074

RF Micro Devices, Inc. (a)

1,342,200

14,978,952

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Semtech Corp. (a)

973,000

$ 21,727,090

Silicon Laboratories, Inc. (a)

276,100

11,245,553

Ultratech, Inc. (a)

300,800

7,122,944

 

138,792,573

Software - 4.6%

BroadSoft, Inc. (a)

901,309

21,991,940

CommVault Systems, Inc. (a)

497,689

23,899,026

Infoblox, Inc. (a)

643,700

7,801,644

Interactive Intelligence Group, Inc. (a)

371,300

16,845,881

Nuance Communications, Inc. (a)

1,348,503

24,515,785

Parametric Technology Corp. (a)

716,526

25,766,275

Pegasystems, Inc.

406,400

8,684,768

Rovi Corp. (a)

729,359

17,045,120

SS&C Technologies Holdings, Inc. (a)

664,009

28,758,230

Synchronoss Technologies, Inc. (a)

905,814

36,603,944

Tangoe, Inc. (a)

1,405,800

19,400,040

 

231,312,653

Technology Hardware, Storage & Peripherals - 1.6%

Electronics for Imaging, Inc. (a)

618,425

27,253,990

Quantum Corp. (a)(d)

11,950,411

14,938,014

Silicon Graphics International Corp. (a)(e)

2,179,809

20,729,984

Super Micro Computer, Inc. (a)

641,479

16,787,505

 

79,709,493

TOTAL INFORMATION TECHNOLOGY

947,814,560

MATERIALS - 5.4%

Chemicals - 4.1%

Axiall Corp.

803,646

34,420,158

Cabot Corp.

448,314

23,487,170

Flotek Industries, Inc. (a)

973,345

28,081,003

Kronos Worldwide, Inc.

1,681,324

25,068,541

PolyOne Corp.

965,401

36,636,968

Rayonier Advanced Materials, Inc.

661,589

21,475,179

Tronox Ltd. Class A

1,419,693

37,678,652

 

206,847,671

Containers & Packaging - 0.5%

Berry Plastics Group, Inc. (a)

940,360

22,841,344

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 0.8%

Royal Gold, Inc.

178,939

$ 13,522,420

Worthington Industries, Inc.

689,846

26,386,610

 

39,909,030

TOTAL MATERIALS

269,598,045

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.4%

8x8, Inc. (a)

450,554

3,640,476

Cogent Communications Group, Inc.

232,600

8,073,546

Towerstream Corp. (a)(d)(e)

5,386,878

8,888,349

 

20,602,371

UTILITIES - 2.8%

Electric Utilities - 1.7%

Cleco Corp.

353,050

19,679,007

El Paso Electric Co.

496,280

18,287,918

Great Plains Energy, Inc.

670,280

16,616,241

PNM Resources, Inc.

273,453

7,014,069

Portland General Electric Co.

740,332

23,638,801

 

85,236,036

Gas Utilities - 0.8%

Atmos Energy Corp.

445,786

21,540,380

Laclede Group, Inc.

415,900

19,538,982

 

41,079,362

Independent Power Producers & Energy Traders - 0.3%

Dynegy, Inc. (a)

513,100

13,622,805

TOTAL UTILITIES

139,938,203

TOTAL COMMON STOCKS

(Cost $4,437,270,386)


4,900,033,820

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.01% to 0.03% 8/21/14 to 9/25/14 (f)
(Cost $3,369,941)

$ 3,370,000


3,369,957

Money Market Funds - 6.2%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

137,805,488

$ 137,805,488

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

174,422,807

174,422,807

TOTAL MONEY MARKET FUNDS

(Cost $312,228,295)


312,228,295

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $4,752,868,622)

5,215,632,072

NET OTHER ASSETS (LIABILITIES) - (3.8)%

(189,447,654)

NET ASSETS - 100%

$ 5,026,184,418

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

288 ICE Russell 2000 Index Contracts

Sept. 2014

$ 32,160,960

$ (939,387)

 

The face value of futures purchased as a percentage of net assets is 0.6%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $1,550,977.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 191,685

Fidelity Securities Lending Cash Central Fund

2,192,240

Total

$ 2,383,925

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend Income

Value,
end of
period

Banner Bank

$ 30,229,248

$ 19,307,674

$ -

$ 775,531

$ 51,542,249

Cerus Corp.

14,358,624

10,632,532*

10,407,325

-

-

Datalink Corp.

-

13,232,549

-

-

12,863,242

MEI Pharma, Inc.

5,880,907

4,624,829

9,252,514

-

-

Neonode, Inc.

6,714,902

13,478,038*

-

-

9,543,365

Points International Ltd.

7,568,049

25,633,317

3,522,252

-

25,447,665

ServiceSource International, Inc.

11,255,057

31,464,148*

1,129,544

-

19,646,501

Silicon Graphics International Corp.

-

30,725,193

-

-

20,729,984

Titan Machinery, Inc.

-

27,738,024

140,580

-

22,881,167

Towerstream Corp.

14,782,688

837,719

-

-

8,888,349

Total

$ 90,789,475

$ 177,674,023

$ 24,452,215

$ 775,531

$ 171,542,522

* Includes the value of securities received through in-kind transactions.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Investments - continued

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 621,729,500

$ 621,729,500

$ -

$ -

Consumer Staples

149,224,806

149,224,806

-

-

Energy

329,266,768

329,266,768

-

-

Financials

1,131,199,380

1,131,199,380

-

-

Health Care

622,826,535

622,826,535

-

-

Industrials

667,833,652

667,833,652

-

-

Information Technology

947,814,560

947,814,560

-

-

Materials

269,598,045

269,598,045

-

-

Telecommunication Services

20,602,371

20,602,371

-

-

Utilities

139,938,203

139,938,203

-

-

U.S. Government and Government Agency Obligations

3,369,957

-

3,369,957

-

Money Market Funds

312,228,295

312,228,295

-

-

Total Investments in Securities:

$ 5,215,632,072

$ 5,212,262,115

$ 3,369,957

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (939,387)

$ (939,387)

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (939,387)

Total Value of Derivatives

$ -

$ (939,387)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

July 31, 2014

Assets

Investment in securities, at value (including securities loaned of $167,213,862) - See accompanying schedule:

Unaffiliated issuers (cost $4,220,222,133)

$ 4,731,861,255

 

Fidelity Central Funds (cost $312,228,295)

312,228,295

 

Other affiliated issuers (cost $220,418,194)

171,542,522

 

Total Investments (cost $4,752,868,622)

 

$ 5,215,632,072

Cash

 

1,063

Foreign currency held at value (cost $56,935)

56,846

Receivable for investments sold

16,452,971

Receivable for fund shares sold

480,981

Dividends receivable

2,527,642

Distributions receivable from Fidelity Central Funds

279,905

Other receivables

63,320

Total assets

5,235,494,800

 

 

 

Liabilities

Payable for investments purchased

$ 26,358,722

Payable for fund shares redeemed

4,665,147

Accrued management fee

2,556,104

Payable for daily variation margin for derivative instruments

777,600

Other affiliated payables

452,762

Other payables and accrued expenses

77,240

Collateral on securities loaned, at value

174,422,807

Total liabilities

209,310,382

 

 

 

Net Assets

$ 5,026,184,418

Net Assets consist of:

 

Paid in capital

$ 4,308,870,121

Undistributed net investment income

9,455,513

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

246,046,338

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

461,812,446

Net Assets

$ 5,026,184,418

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

July 31, 2014

Series Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($2,425,972,665 ÷ 187,145,497 shares)

$ 12.96

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,600,211,753 ÷ 199,343,190 shares)

$ 13.04

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

  

Year ended July 31, 2014

Investment Income

  

  

Dividends (including $775,531 earned from other affiliated issuers)

 

$ 43,473,926

Interest

 

1,586

Income from Fidelity Central Funds (including $2,192,240 from security lending)

 

2,383,925

Total income

 

45,859,437

 

 

 

Expenses

Management fee
Basic fee

$ 32,044,744

Performance adjustment

(3,830,564)

Transfer agent fees

3,990,414

Accounting and security lending fees

1,078,885

Custodian fees and expenses

150,263

Independent trustees' compensation

17,849

Audit

65,946

Legal

11,450

Miscellaneous

27,953

Total expenses before reductions

33,556,940

Expense reductions

(146,257)

33,410,683

Net investment income (loss)

12,448,754

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

383,099,333

Other affiliated issuers

(1,176,793)

 

Foreign currency transactions

(3,404)

Futures contracts

6,481,063

Total net realized gain (loss)

 

388,400,199

Change in net unrealized appreciation (depreciation) on:

Investment securities

(187,665,456)

Assets and liabilities in foreign currencies

(3,381)

Futures contracts

(1,397,219)

Total change in net unrealized appreciation (depreciation)

 

(189,066,056)

Net gain (loss)

199,334,143

Net increase (decrease) in net assets resulting from operations

$ 211,782,897

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,448,754

$ 10,121,371

Net realized gain (loss)

388,400,199

250,130,786

Change in net unrealized appreciation (depreciation)

(189,066,056)

462,510,828

Net increase (decrease) in net assets resulting
from operations

211,782,897

722,762,985

Distributions to shareholders from net investment income

(2,397,517)

(11,718,166)

Distributions to shareholders from net realized gain

(355,403,438)

(119,046,114)

Total distributions

(357,800,955)

(130,764,280)

Share transactions - net increase (decrease)

2,217,612,913

109,169,036

Total increase (decrease) in net assets

2,071,594,855

701,167,741

 

 

 

Net Assets

Beginning of period

2,954,589,563

2,253,421,822

End of period (including undistributed net investment income of $9,455,513 and undistributed net investment income of $0, respectively)

$ 5,026,184,418

$ 2,954,589,563

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series Small Cap Opportunities

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.55

$ 10.93

$ 11.22

$ 8.76

$ 6.94

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .02

  .04

  - H

  - E, H

  (.01)

Net realized and unrealized gain (loss)

  .77

  3.20

  (.17)

  2.50

  1.83

Total from investment operations

  .79

  3.24

  (.17)

  2.50

  1.82

Distributions from net investment income

  - H

  (.05)

  - H

  - F

  -

Distributions from net realized gain

  (1.38)

  (.57)

  (.11)

  (.04) F

  -

Total distributions

  (1.38)

  (.62)

  (.12) J

  (.04)

  -

Net asset value, end of period

$ 12.96

$ 13.55

$ 10.93

$ 11.22

$ 8.76

Total ReturnA

  6.29%

  30.91%

  (1.41)%

  28.50%

  26.22%

Ratios to Average Net Assets C, G

 

 

 

 

Expenses before reductions

  .82%

  .98%

  1.12%

  1.10%

  1.02%

Expenses net of fee waivers, if any

  .82%

  .98%

  1.12%

  1.10%

  1.02%

Expenses net of all reductions

  .82%

  .96%

  1.11%

  1.09%

  1.01%

Net investment income (loss)

  .19%

  .30%

  .04%

  (.04)% E

  (.07)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,425,973

$ 1,602,664

$ 1,329,447

$ 1,415,570

$ 1,363,646

Portfolio turnover rate D

  90% I

  77%

  66%

  73%

  104%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.27)%.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

J Total distributions of $.12 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.113 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.62

$ 10.99

$ 11.27

$ 8.79

$ 6.94

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .05

  .06

  .03

  .02 E

  .01

Net realized and unrealized gain (loss)

  .77

  3.21

  (.18)

  2.50

  1.84

Total from investment operations

  .82

  3.27

  (.15)

  2.52

  1.85

Distributions from net investment income

  (.01)

  (.07)

  (.01)

  - F

  -

Distributions from net realized gain

  (1.39)

  (.57)

  (.11)

  (.04) F

  -

Total distributions

  (1.40)

  (.64)

  (.13) I

  (.04)

  -

Net asset value, end of period

$ 13.04

$ 13.62

$ 10.99

$ 11.27

$ 8.79

Total Return A

  6.52%

  31.09%

  (1.23)%

  28.74%

  26.66%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  .65%

  .79%

  .91%

  .89%

  .78%

Expenses net of fee waivers, if any

  .65%

  .79%

  .91%

  .89%

  .78%

Expenses net of all reductions

  .65%

  .77%

  .91%

  .88%

  .77%

Net investment income (loss)

  .36%

  .49%

  .24%

  .17% E

  .17%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,600,212

$ 1,351,926

$ 923,975

$ 478,821

$ 174,783

Portfolio turnover rate D

  90% H

  77%

  66%

  73%

  104%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Portfolio turnover rate excludes securities received or delivered in-kind.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.012 and distributions from net realized gain of $.113 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Series Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager and, for shares of Series Small Cap Opportunities, FMR investment professionals. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Small Cap Opportunities and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 775,284,121

Gross unrealized depreciation

(319,336,848)

Net unrealized appreciation (depreciation) on securities

$ 455,947,273

 

 

Tax Cost

$ 4,759,684,799

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 96,944,763

Undistributed long-term capital gain

$ 164,433,877

Net unrealized appreciation (depreciation) on securities and other investments

$ 455,935,656

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 93,611,792

$ 11,718,166

Long-term Capital Gains

264,189,163

119,046,114

Total

$ 357,800,955

$ 130,764,280

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on

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4. Derivative Instruments - continued

Futures Contracts - continued

the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $6,481,063 and a change in net unrealized appreciation (depreciation) of $(1,397,219) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $4,380,503,110 and $3,826,957,209, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Small Cap Opportunities as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .62% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher

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Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Small Cap Opportunities. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Series Small Cap Opportunities

$ 3,990,414

.17

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $128,972 for the period.

Exchanges In-kind. During the period, certain investment companies managed by the investment adviser or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered investments valued at $1,380,652,585 in exchange for 103,972,612 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $3,468.

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7,447 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $800,000. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $141,913 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $146,257 for the period.

Annual Report

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Series Small Cap Opportunities

$ 562,708

$ 5,439,782

Class F

1,834,809

6,278,384

Total

$ 2,397,517

$ 11,718,166

From net realized gain

 

 

Series Small Cap Opportunities

$ 185,928,427

$ 68,495,319

Class F

169,475,011

50,550,795

Total

$ 355,403,438

$ 119,046,114

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Series Small Cap Opportunities

 

 

 

 

Shares sold

88,985,520 A

18,962,910

$ 1,176,045,095 A

$ 213,903,891

Reinvestment of distributions

14,725,510

6,656,221

186,491,135

73,935,101

Shares redeemed

(34,876,222)

(28,900,880)

(465,134,933)

(343,341,551)

Net increase (decrease)

68,834,808

(3,281,749)

$ 897,401,297

$ (55,502,559)

Class F

 

 

 

 

Shares sold

112,573,524 A

21,246,567

$ 1,499,078,862 A

$ 247,783,165

Reinvestment of distributions

13,452,037

5,100,288

171,309,820

56,829,179

Shares redeemed

(25,924,826)

(11,157,740)

(350,177,066)

(139,940,749)

Net increase (decrease)

100,100,735

15,189,115

$ 1,320,211,616

$ 164,671,595

A Amount includes in-kind exchanges (see Note 6: Exchanges In-Kind).

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future

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12. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Series Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Small Cap Opportunities Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Small Cap Opportunities Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Small Cap Opportunities Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Series Small Cap Opportunities Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities; and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Fidelity Series Small Cap
Opportunities Fund

09/15/14

09/12/14

$0.015

$0.614

Class F

09/15/14

09/12/14

$0.03

$0.614

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $260,636,570, or, if subsequently determined to be different, the net capital gain of such year.

Series Small Cap Opportunities designates 27% and 23%; and Class F designates 25% and 21% of the dividends distributed in September and December respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Series Small Cap Opportunities designates 31% and 25%; and Class F designates 29% and 23% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Small Cap Opportunities Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for a sleeve of the fund in January 2013, April 2013 and October 2013.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Small Cap Opportunities Fund

dfr709364

The Board has discussed the fund's underperformance with FMR and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Small Cap Opportunities Fund

dfr709366

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is offered only to other Fidelity funds, it continues to incur investment management expenses. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SMO-ANN-0914
1.839807.107

Fidelity®

Series Blue Chip Growth

Fund

Fidelity Series Blue Chip Growth
Fund

Class F

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity® Series Blue Chip Growth Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average annual total returns take each class' cumulative total return and show you what would have happened if Fidelity® Series Blue Chip Growth Fund and Class F shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity ® Series Blue Chip Growth Fund, a class of the fund, on November 7, 2013, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

dfr709379

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the period from November 7, 2013, through July 31, 2014, supported by healthy corporate profits and continued low interest rates. The S&P 500® Index rose 12.13%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® rose 14.24%, driven by advancing shares of Apple, Facebook, Google and other large-cap companies. Among S&P 500® sectors, information technology (+18%) led the way amid strong demand for hardware, software and semiconductors. Health care (+17%) also performed well, with hefty contributions from pharmaceuticals, biotechnology & life sciences companies. Materials (+13%) rose amid higher prices for many commodity products. Energy (+13%) advanced due to strong global demand for crude oil, healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, consumer staples (+2%) proved the worst performer, as many investors preferred to invest in stock sectors with more exposure to the growing economy. Volatility remained tame overall, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and low corporate debt levels. Geopolitical tensions remained a concern at period end, however, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Series Blue Chip Growth Fund: For the abbreviated period, the fund's Series Blue Chip Growth and Class F shares advanced 11.90% and 12.03%, respectively, outpacing the 11.70% gain of the Russell 1000® Growth Index. The largest contributor to relative performance was the fund's overweighted position in specialty coffee company Keurig Green Mountain (formerly Green Mountain Coffee Roasters). Shares soared during the abbreviated period, including a more than 20% rise in early February after the company announced an agreement with Coca-Cola to allow consumers to produce cold carbonated beverages at home. The new division, "Keurig Cold," will include single-serve packs compatible with the company's upcoming cold-brewing machines. The stock jumped again in May when the firm announced quarterly earnings that beat analysts' estimates. I continued to maintain the overweighting, as I believed the cold beverage and international growth prospects for the company were undervalued by the market. Conversely, electronics retailer Best Buy was the fund's largest individual detractor. I had thought that the CEO's new strategy would help turn the business around, but the stock hit a pitfall in January when the firm announced disappointing sales and declining revenue for the holiday season. I sold our position in Best Buy by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Series Blue Chip Growth

.74%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.80

$ 3.79

HypotheticalA

 

$ 1,000.00

$ 1,021.12

$ 3.71

Class F

.57%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.70

$ 2.92

HypotheticalA

 

$ 1,000.00

$ 1,021.97

$ 2.86

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.6

3.7

Google, Inc. Class A

2.9

6.0

Gilead Sciences, Inc.

2.7

3.2

Google, Inc. Class C

2.6

0.0

Facebook, Inc. Class A

2.4

2.8

Amazon.com, Inc.

2.2

2.3

Home Depot, Inc.

1.6

1.5

The Walt Disney Co.

1.6

0.3

Keurig Green Mountain, Inc.

1.5

1.3

Biogen Idec, Inc.

1.5

1.5

 

25.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

33.3

31.1

Consumer Discretionary

20.8

21.2

Health Care

15.4

16.4

Industrials

9.2

10.5

Consumer Staples

9.0

10.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

dfr709279

Stocks 98.9%

 

dfr709279

Stocks 100.0%

 

dfr709282

Convertible
Securities 0.5%

 

dfr709384

Convertible
Securities 0.0%

 

dfr709285

Short-Term
Investments and
Net Other Assets (Liabilities) 0.6%

 

dfr709285

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%

 

* Foreign investments

10.1%

 

** Foreign investments

9.5%

 

dfr709388

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value

CONSUMER DISCRETIONARY - 20.8%

Auto Components - 0.4%

Johnson Controls, Inc.

264,900

$ 12,513,876

Magna International, Inc. Class A (sub. vtg.)

153,775

16,513,518

 

29,027,394

Automobiles - 0.3%

Tesla Motors, Inc. (a)

103,737

23,164,472

Diversified Consumer Services - 0.3%

H&R Block, Inc.

626,300

20,123,019

ServiceMaster Global Holdings, Inc.

236,500

4,155,305

 

24,278,324

Hotels, Restaurants & Leisure - 5.2%

500.com Ltd. sponsored ADR Class A (d)

166,700

6,149,563

Buffalo Wild Wings, Inc. (a)

37,114

5,393,406

China Lodging Group Ltd. ADR (a)

107,900

2,692,105

Chipotle Mexican Grill, Inc. (a)

106,900

71,890,250

Domino's Pizza, Inc.

55,600

4,003,200

Dunkin' Brands Group, Inc.

207,100

8,876,306

Fiesta Restaurant Group, Inc. (a)

122,000

5,536,360

Hilton Worldwide Holdings, Inc.

236,800

5,732,928

Home Inns & Hotels Management, Inc. sponsored ADR (a)

149,578

5,336,943

Hyatt Hotels Corp. Class A (a)

288,500

16,972,455

Las Vegas Sands Corp.

1,020,600

75,371,310

Melco Crown Entertainment Ltd. sponsored ADR

263,500

8,748,200

MGM Mirage, Inc. (a)

580,200

15,572,568

Multimedia Games Holding Co., Inc. (a)

127,052

3,064,494

Panera Bread Co. Class A (a)

162,844

23,986,921

Starbucks Corp.

1,199,310

93,162,401

Whitbread PLC

156,724

11,385,615

Wynn Resorts Ltd.

51,100

10,894,520

Yum! Brands, Inc.

492,251

34,162,219

Zoe's Kitchen, Inc. (d)

82,100

2,381,721

 

411,313,485

Household Durables - 0.4%

D.R. Horton, Inc.

530,300

10,977,210

Whirlpool Corp.

127,100

18,129,544

 

29,106,754

Internet & Catalog Retail - 4.2%

Amazon.com, Inc. (a)

568,080

177,803,359

Ctrip.com International Ltd. sponsored ADR (a)

189,743

12,149,244

Expedia, Inc.

138,854

11,027,785

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Groupon, Inc. Class A (a)(d)

748,200

$ 4,840,854

HomeAway, Inc. (a)

180,200

6,256,544

MakeMyTrip Ltd. (a)

159,400

4,825,038

Netflix, Inc. (a)

32,278

13,644,556

priceline.com, Inc. (a)

73,400

91,195,830

RetailMeNot, Inc. (d)

106,707

2,610,053

Vipshop Holdings Ltd. ADR (a)(d)

51,625

10,611,003

 

334,964,266

Media - 3.4%

Comcast Corp. Class A

2,165,500

116,352,315

DISH Network Corp. Class A (a)

113,800

7,039,668

Lions Gate Entertainment Corp.

135,400

4,170,320

Naspers Ltd. Class N

27,200

3,375,408

The Walt Disney Co.

1,450,217

124,544,636

Time Warner Cable, Inc.

56,960

8,264,896

Time Warner, Inc.

108,200

8,982,764

 

272,730,007

Multiline Retail - 1.1%

Dollar General Corp. (a)

79,700

4,401,831

Macy's, Inc.

657,800

38,014,262

Target Corp.

758,341

45,189,540

 

87,605,633

Specialty Retail - 3.8%

Abercrombie & Fitch Co. Class A

211,063

8,303,218

AutoZone, Inc. (a)

6,174

3,192,143

Home Depot, Inc.

1,544,500

124,872,825

L Brands, Inc.

362,714

21,026,531

Lumber Liquidators Holdings, Inc. (a)

94,100

5,102,102

Murphy U.S.A., Inc. (a)

381,100

18,833,962

Restoration Hardware Holdings, Inc. (a)

483,077

39,510,868

Ross Stores, Inc.

478,638

30,824,287

TJX Companies, Inc.

865,300

46,111,837

 

297,777,773

Textiles, Apparel & Luxury Goods - 1.7%

G-III Apparel Group Ltd. (a)

31,400

2,438,838

Kate Spade & Co. (a)

705,156

26,676,051

lululemon athletica, Inc. (a)

201,030

7,733,624

Michael Kors Holdings Ltd. (a)

315,000

25,666,200

NIKE, Inc. Class B

278,400

21,472,992

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Pandora A/S

117,200

$ 8,048,791

PVH Corp.

218,328

24,055,379

Ralph Lauren Corp.

96,400

15,024,904

Under Armour, Inc. Class A (sub. vtg.) (a)

13,400

894,450

 

132,011,229

TOTAL CONSUMER DISCRETIONARY

1,641,979,337

CONSUMER STAPLES - 9.0%

Beverages - 2.7%

Anheuser-Busch InBev SA NV ADR

219,900

23,744,802

Monster Beverage Corp. (a)

496,081

31,729,341

PepsiCo, Inc.

884,986

77,967,267

The Coca-Cola Co.

1,978,281

77,726,660

 

211,168,070

Food & Staples Retailing - 2.4%

Costco Wholesale Corp.

423,900

49,825,206

CVS Caremark Corp.

912,500

69,678,500

Kroger Co.

939,759

46,029,396

Sprouts Farmers Market LLC (d)

463,423

14,139,036

Whole Foods Market, Inc.

357,360

13,658,299

 

193,330,437

Food Products - 2.4%

Associated British Foods PLC

200,200

9,389,575

Bunge Ltd.

183,600

14,475,024

Dean Foods Co.

137,800

2,111,096

Keurig Green Mountain, Inc.

1,003,400

119,685,552

Mead Johnson Nutrition Co. Class A

425,300

38,889,432

WhiteWave Foods Co. (a)

228,129

6,795,963

 

191,346,642

Household Products - 0.6%

Procter & Gamble Co.

540,200

41,768,264

Svenska Cellulosa AB (SCA) (B Shares)

274,100

6,774,818

 

48,543,082

Personal Products - 0.3%

Coty, Inc. Class A

249,800

4,274,078

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - continued

Herbalife Ltd.

283,138

$ 14,836,431

Natura Cosmeticos SA

43,100

671,173

 

19,781,682

Tobacco - 0.6%

Lorillard, Inc.

741,252

44,830,921

TOTAL CONSUMER STAPLES

709,000,834

ENERGY - 5.1%

Energy Equipment & Services - 1.0%

Halliburton Co.

967,422

66,742,444

National Oilwell Varco, Inc.

67,500

5,470,200

Schlumberger Ltd.

49,600

5,376,144

Seventy Seven Energy, Inc. (a)

8,495

190,543

Transocean Partners LLC (a)

54,200

1,317,060

 

79,096,391

Oil, Gas & Consumable Fuels - 4.1%

Anadarko Petroleum Corp.

428,678

45,804,244

BG Group PLC

152,900

3,015,075

Cabot Oil & Gas Corp.

121,627

4,007,610

Canadian Natural Resources Ltd.

146,900

6,403,592

Carrizo Oil & Gas, Inc. (a)

112,400

6,902,484

Cheniere Energy, Inc. (a)

142,200

10,062,072

Chevron Corp.

12,200

1,576,728

Cimarex Energy Co.

186,930

25,987,009

Continental Resources, Inc. (a)

216,532

31,782,567

EOG Resources, Inc.

399,326

43,702,237

Golar LNG Ltd.

68,700

4,232,607

Hess Corp.

144,038

14,256,881

Marathon Petroleum Corp.

90,800

7,579,984

Memorial Resource Development Corp.

132,700

3,049,446

Navigator Holdings Ltd. (a)

54,800

1,526,180

Newfield Exploration Co. (a)

474,900

19,138,470

Phillips 66 Co.

138,134

11,204,049

Pioneer Natural Resources Co.

216,400

47,923,944

PrairieSky Royalty Ltd. (d)

92,200

3,331,664

Rice Energy, Inc.

261,000

6,864,300

Scorpio Tankers, Inc.

327,700

3,077,103

Targa Resources Corp.

46,800

5,967,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Teekay Corp.

26,200

$ 1,458,292

Valero Energy Corp.

203,356

10,330,485

 

319,184,023

TOTAL ENERGY

398,280,414

FINANCIALS - 4.4%

Banks - 2.3%

Bank of America Corp.

3,091,600

47,146,900

Citigroup, Inc.

1,064,589

52,069,048

HDFC Bank Ltd. sponsored ADR

196,600

9,318,840

ICICI Bank Ltd. sponsored ADR

228,900

11,449,578

JPMorgan Chase & Co.

1,127,372

65,015,543

 

184,999,909

Capital Markets - 1.1%

Ameriprise Financial, Inc.

91,862

10,986,695

BlackRock, Inc. Class A

84,700

25,810,631

Carlyle Group LP

133,800

4,466,244

Invesco Ltd.

309,992

11,664,999

Morgan Stanley

707,200

22,870,848

Och-Ziff Capital Management Group LLC Class A

454,600

6,187,106

State Street Corp.

34,200

2,409,048

The Blackstone Group LP

204,400

6,679,792

 

91,075,363

Consumer Finance - 0.7%

American Express Co.

563,045

49,547,960

Capital One Financial Corp.

66,900

5,321,226

 

54,869,186

Insurance - 0.1%

MetLife, Inc.

132,400

6,964,240

Real Estate Management & Development - 0.2%

Howard Hughes Corp. (a)

27,100

3,940,882

Realogy Holdings Corp. (a)

223,795

8,226,704

 

12,167,586

TOTAL FINANCIALS

350,076,284

Common Stocks - continued

Shares

Value

HEALTH CARE - 15.4%

Biotechnology - 8.4%

Acceleron Pharma, Inc.

20,600

$ 610,172

Agios Pharmaceuticals, Inc.

82,500

3,324,750

Alexion Pharmaceuticals, Inc. (a)

297,804

47,347,858

Alkermes PLC (a)

361,500

15,457,740

Alnylam Pharmaceuticals, Inc. (a)

307,200

16,604,160

Amgen, Inc.

702,098

89,440,264

Avalanche Biotechnologies, Inc. (a)

10,600

296,694

BioCryst Pharmaceuticals, Inc. (a)

401,073

5,021,434

Biogen Idec, Inc. (a)

348,000

116,367,720

BioMarin Pharmaceutical, Inc. (a)

137,700

8,512,614

Bluebird Bio, Inc. (a)

62,600

2,090,840

Celgene Corp. (a)

33,600

2,928,240

Dicerna Pharmaceuticals, Inc.

78,600

1,180,572

Exelixis, Inc. (a)

1,288,200

5,204,328

Gilead Sciences, Inc. (a)

2,303,335

210,870,319

Grifols SA

62,800

2,844,003

Intercept Pharmaceuticals, Inc. (a)

41,058

9,540,237

InterMune, Inc. (a)

182,955

8,026,236

Intrexon Corp. (d)

119,300

2,635,337

Ironwood Pharmaceuticals, Inc. Class A (a)

442,916

6,555,157

Isis Pharmaceuticals, Inc. (a)

31,100

963,789

Keryx Biopharmaceuticals, Inc. (a)(d)

260,060

3,913,903

KYTHERA Biopharmaceuticals, Inc. (a)

129,033

4,332,928

Merrimack Pharmaceuticals, Inc. (a)

813,200

4,806,012

Neurocrine Biosciences, Inc. (a)

215,800

2,930,564

NPS Pharmaceuticals, Inc. (a)

42,900

1,198,626

Pharmacyclics, Inc. (a)

81,700

9,839,948

Puma Biotechnology, Inc. (a)

24,600

5,454,312

Regeneron Pharmaceuticals, Inc. (a)

154,980

49,007,776

Seattle Genetics, Inc. (a)

81,000

2,851,200

Synageva BioPharma Corp. (a)

62,900

4,302,989

Ultragenyx Pharmaceutical, Inc.

12,600

550,620

uniQure B.V.

146,459

1,496,811

Vertex Pharmaceuticals, Inc. (a)

213,400

18,973,394

 

665,481,547

Health Care Equipment & Supplies - 0.9%

Accuray, Inc. (a)

476,900

3,753,203

Boston Scientific Corp. (a)

1,218,300

15,569,874

Insulet Corp. (a)

42,300

1,494,882

Intuitive Surgical, Inc. (a)

43,700

19,994,935

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Novadaq Technologies, Inc. (a)

292,099

$ 4,480,799

The Cooper Companies, Inc.

158,475

25,495,458

Zeltiq Aesthetics, Inc. (a)

96,900

1,961,256

 

72,750,407

Health Care Providers & Services - 0.5%

Cardinal Health, Inc.

150,800

10,804,820

Express Scripts Holding Co. (a)

22,900

1,594,985

HCA Holdings, Inc. (a)

370,950

24,226,745

Healthequity, Inc. (a)

20,000

352,000

iKang Healthcare Group, Inc. sponsored ADR (d)

130,352

2,445,404

 

39,423,954

Health Care Technology - 0.4%

Allscripts Healthcare Solutions, Inc. (a)

149,000

2,372,080

athenahealth, Inc. (a)(d)

36,700

4,565,480

Castlight Health, Inc. Class B (a)(d)

65,000

871,650

Cerner Corp. (a)

359,600

19,849,920

 

27,659,130

Life Sciences Tools & Services - 0.9%

Agilent Technologies, Inc.

180,823

10,142,362

Genfit (a)

42,500

1,598,591

Illumina, Inc. (a)

334,338

53,463,990

Lonza Group AG

19,589

2,177,154

Thermo Fisher Scientific, Inc.

26,400

3,207,600

 

70,589,697

Pharmaceuticals - 4.3%

AbbVie, Inc.

1,177,265

61,618,050

Achaogen, Inc. (a)

161,500

1,745,815

Actavis PLC (a)

406,372

87,069,265

Allergan, Inc.

135,627

22,495,094

GW Pharmaceuticals PLC ADR (a)(d)

127,169

10,758,497

Jazz Pharmaceuticals PLC (a)

23,400

3,269,682

Johnson & Johnson

90,700

9,078,163

Merck & Co., Inc.

287,758

16,327,389

Pacira Pharmaceuticals, Inc. (a)

57,186

5,261,112

Perrigo Co. PLC

72,600

10,922,670

Salix Pharmaceuticals Ltd. (a)

113,452

14,965,453

Shire PLC sponsored ADR

82,200

20,262,300

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Teva Pharmaceutical Industries Ltd. sponsored ADR

489,000

$ 26,161,500

Valeant Pharmaceuticals International (Canada) (a)

405,300

47,516,393

 

337,451,383

TOTAL HEALTH CARE

1,213,356,118

INDUSTRIALS - 9.2%

Aerospace & Defense - 1.8%

Honeywell International, Inc.

433,600

39,817,488

Precision Castparts Corp.

125,350

28,680,080

The Boeing Co.

463,300

55,818,384

United Technologies Corp.

143,200

15,057,480

 

139,373,432

Air Freight & Logistics - 0.7%

C.H. Robinson Worldwide, Inc.

38,800

2,617,448

FedEx Corp.

123,612

18,156,131

Hub Group, Inc. Class A (a)

79,700

3,680,546

United Parcel Service, Inc. Class B

260,600

25,301,654

XPO Logistics, Inc. (a)(d)

251,600

7,771,924

 

57,527,703

Airlines - 1.9%

American Airlines Group, Inc.

1,970,734

76,563,016

Delta Air Lines, Inc.

861,600

32,275,536

Southwest Airlines Co.

214,900

6,077,372

Spirit Airlines, Inc. (a)

430,700

28,176,394

United Continental Holdings, Inc. (a)

80,200

3,720,478

 

146,812,796

Building Products - 0.1%

A.O. Smith Corp.

131,951

6,162,112

Electrical Equipment - 0.7%

Acuity Brands, Inc.

70,300

7,541,081

Eaton Corp. PLC

333,800

22,671,696

Generac Holdings, Inc. (a)

93,677

4,065,582

SolarCity Corp. (a)(d)

196,526

14,057,505

TCP International Holdings Ltd.

227,100

1,962,144

Vestas Wind Systems A/S (a)

110,800

5,012,485

 

55,310,493

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Industrial Conglomerates - 0.8%

Danaher Corp.

890,700

$ 65,804,916

Machinery - 1.4%

Caterpillar, Inc.

240,263

24,206,497

Cummins, Inc.

343,600

47,894,404

Ingersoll-Rand PLC

293,800

17,272,502

ITT Corp.

196,100

9,014,717

Manitowoc Co., Inc.

307,900

8,177,824

Navistar International Corp. (a)(d)

175,200

6,161,784

 

112,727,728

Professional Services - 0.2%

Huron Consulting Group, Inc. (a)

93,299

5,638,992

Towers Watson & Co.

113,861

11,616,099

 

17,255,091

Road & Rail - 1.4%

Avis Budget Group, Inc. (a)

126,182

7,090,167

Canadian Pacific Railway Ltd.

92,000

17,493,796

Hertz Global Holdings, Inc. (a)

568,700

16,048,714

J.B. Hunt Transport Services, Inc.

244,500

18,890,070

Landstar System, Inc.

36,400

2,407,132

Union Pacific Corp.

523,000

51,416,130

 

113,346,009

Trading Companies & Distributors - 0.2%

United Rentals, Inc. (a)

123,800

13,110,420

TOTAL INDUSTRIALS

727,430,700

INFORMATION TECHNOLOGY - 32.8%

Communications Equipment - 2.0%

Arista Networks, Inc. (d)

54,000

3,570,480

Cisco Systems, Inc.

92,600

2,336,298

F5 Networks, Inc. (a)

128,740

14,494,837

Palo Alto Networks, Inc. (a)

166,297

13,446,775

QUALCOMM, Inc.

1,504,581

110,887,620

Riverbed Technology, Inc. (a)

699,800

12,526,420

 

157,262,430

Electronic Equipment & Components - 0.3%

InvenSense, Inc. (a)(d)

615,900

14,171,859

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Samsung SDI Co. Ltd.

4,812

$ 740,847

TE Connectivity Ltd.

161,916

10,020,981

 

24,933,687

Internet Software & Services - 10.9%

Akamai Technologies, Inc. (a)

270,236

15,949,329

Baidu.com, Inc. sponsored ADR (a)

149,700

32,342,685

Cornerstone OnDemand, Inc. (a)

127,100

5,317,864

Facebook, Inc. Class A (a)

2,590,955

188,232,881

Gogo, Inc. (a)(d)

393,400

6,377,014

Google, Inc.:

Class A (a)

388,913

225,394,529

Class C (a)

365,413

208,870,071

IAC/InterActiveCorp

284,700

19,131,840

LinkedIn Corp. (a)

27,900

5,039,856

NAVER Corp.

26,732

19,085,113

Rackspace Hosting, Inc. (a)

852,695

25,828,132

Tencent Holdings Ltd.

1,744,900

28,336,757

Twitter, Inc.

580,000

26,210,200

Wix.com Ltd. (a)

72,700

1,232,265

Xoom Corp. (a)

201,115

4,356,151

Xunlei Ltd. sponsored ADR (d)

42,700

512,827

Yahoo!, Inc. (a)

1,237,785

44,325,081

Zoopla Property Group PLC

639,700

2,721,614

 

859,264,209

IT Services - 4.0%

Cognizant Technology Solutions Corp. Class A (a)

1,845,648

90,529,034

MasterCard, Inc. Class A

1,322,800

98,085,620

VeriFone Systems, Inc. (a)

475,900

15,947,409

Visa, Inc. Class A

536,837

113,277,975

 

317,840,038

Semiconductors & Semiconductor Equipment - 4.1%

Broadcom Corp. Class A

327,000

12,511,020

Canadian Solar, Inc. (a)(d)

233,000

5,815,680

Cavium, Inc. (a)

420,655

19,623,556

Cree, Inc. (a)

343,723

16,234,037

Cypress Semiconductor Corp.

1,385,435

14,006,748

eMemory Technology, Inc.

75,000

679,697

First Solar, Inc. (a)

540,820

34,131,150

Freescale Semiconductor, Inc. (a)

797,019

15,956,320

GCL-Poly Energy Holdings Ltd. (a)

6,332,000

2,044,185

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

GT Advanced Technologies, Inc. (a)(d)

155,600

$ 2,153,504

Integrated Device Technology, Inc. (a)

378,000

5,428,080

MediaTek, Inc.

235,000

3,628,123

Mellanox Technologies Ltd. (a)

66,500

2,769,725

Micron Technology, Inc. (a)

1,485,000

45,366,750

Monolithic Power Systems, Inc.

80,256

3,309,757

NVIDIA Corp.

556,020

9,730,350

NXP Semiconductors NV (a)

1,781,569

111,080,827

RF Micro Devices, Inc. (a)

506,600

5,653,656

Silicon Laboratories, Inc. (a)

44,922

1,829,673

SunEdison, Inc. (a)

405,805

8,116,100

SunPower Corp. (a)(d)

69,800

2,563,754

 

322,632,692

Software - 4.3%

Activision Blizzard, Inc.

2,259,800

50,574,324

Adobe Systems, Inc. (a)

436,120

30,140,253

CommVault Systems, Inc. (a)

10,669

512,325

Concur Technologies, Inc. (a)

37,900

3,523,184

Electronic Arts, Inc. (a)

278,500

9,357,600

Fortinet, Inc. (a)

276,006

6,775,947

Imperva, Inc. (a)

62,001

1,374,562

Intuit, Inc.

59,800

4,901,806

Microsoft Corp.

2,534,588

109,392,818

Red Hat, Inc. (a)

100,900

5,864,308

salesforce.com, Inc. (a)

1,992,804

108,109,617

Zynga, Inc. (a)

1,090,459

3,184,140

 

333,710,884

Technology Hardware, Storage & Peripherals - 7.2%

Apple, Inc.

5,400,434

516,119,479

BlackBerry Ltd. (a)(d)

2,401,900

22,409,737

Cray, Inc. (a)

28,900

766,428

Hewlett-Packard Co.

507,100

18,057,831

NCR Corp. (a)

344,974

10,676,945

Nimble Storage, Inc.

57,200

1,480,336

 

569,510,756

TOTAL INFORMATION TECHNOLOGY

2,585,154,696

Common Stocks - continued

Shares

Value

MATERIALS - 2.0%

Chemicals - 1.9%

Cabot Corp.

144,230

$ 7,556,210

Celanese Corp. Class A

122,315

7,119,956

Eastman Chemical Co.

355,400

27,998,412

Huntsman Corp.

299,600

7,804,580

Intrepid Potash, Inc. (a)

263,100

3,896,511

LyondellBasell Industries NV Class A

79,667

8,464,619

Monsanto Co.

554,900

62,753,641

Orion Engineered Carbons SA (a)

92,900

1,579,300

Potash Corp. of Saskatchewan, Inc.

190,700

6,770,300

The Mosaic Co.

156,743

7,227,420

Westlake Chemical Corp.

73,800

6,449,382

 

147,620,331

Construction Materials - 0.1%

CaesarStone Sdot-Yam Ltd.

122,400

5,307,264

Metals & Mining - 0.0%

Freeport-McMoRan Copper & Gold, Inc.

107,800

4,012,316

TOTAL MATERIALS

156,939,911

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Jazztel PLC (a)

292,300

3,941,441

Wireless Telecommunication Services - 0.1%

RingCentral, Inc.

66,800

997,324

T-Mobile U.S., Inc. (a)

147,238

4,850,020

 

5,847,344

TOTAL TELECOMMUNICATION SERVICES

9,788,785

UTILITIES - 0.1%

Independent Power and Renewable Electricity Producers - 0.1%

Abengoa Yield PLC

39,900

1,443,582

NextEra Energy Partners LP

110,400

3,758,016

 

5,201,598

Common Stocks - continued

Shares

Value

UTILITIES - continued

Independent Power Producers & Energy Traders - 0.0%

Dynegy, Inc. (a)

187,280

$ 4,972,284

TOTAL UTILITIES

10,173,882

TOTAL COMMON STOCKS

(Cost $6,990,685,509)


7,802,180,961

Convertible Preferred Stocks - 0.5%

 

 

 

 

INFORMATION TECHNOLOGY - 0.5%

Internet Software & Services - 0.5%

Uber Technologies, Inc. 8.00% (e)

(Cost $40,000,027)

644,619


40,000,027

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.11% (b)

53,289,767

53,289,767

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

88,398,169

88,398,169

TOTAL MONEY MARKET FUNDS

(Cost $141,687,936)


141,687,936

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $7,172,373,472)

7,983,868,924

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(91,799,065)

NET ASSETS - 100%

$ 7,892,069,859

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $40,000,027 or 0.5% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Uber Technologies, Inc. 8.00%

6/6/14

$ 40,000,027

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 16,961

Fidelity Securities Lending Cash Central Fund

418,809

Total

$ 435,770

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,641,979,337

$ 1,641,979,337

$ -

$ -

Consumer Staples

709,000,834

709,000,834

-

-

Energy

398,280,414

395,265,339

3,015,075

-

Financials

350,076,284

350,076,284

-

-

Health Care

1,213,356,118

1,213,356,118

-

-

Industrials

727,430,700

727,430,700

-

-

Information Technology

2,625,154,723

2,530,639,974

54,514,722

40,000,027

Materials

156,939,911

156,939,911

-

-

Telecommunication Services

9,788,785

9,788,785

-

-

Utilities

10,173,882

10,173,882

-

-

Money Market Funds

141,687,936

141,687,936

-

-

Total Investments in Securities:

$ 7,983,868,924

$ 7,886,339,100

$ 57,529,797

$ 40,000,027

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

89.9%

Ireland

2.0%

Canada

1.8%

Cayman Islands

1.5%

Netherlands

1.5%

Others (Individually Less Than 1%)

3.3%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $83,375,474) - See accompanying schedule:

Unaffiliated issuers (cost $7,030,685,536)

$ 7,842,180,988

 

Fidelity Central Funds (cost $141,687,936)

141,687,936

 

Total Investments (cost $7,172,373,472)

 

$ 7,983,868,924

Cash

 

490,230

Foreign currency held at value (cost $56,683)

56,683

Receivable for investments sold

54,316,823

Receivable for fund shares sold

721,647

Dividends receivable

2,670,239

Distributions receivable from Fidelity Central Funds

95,954

Other receivables

43,400

Total assets

8,042,263,900

 

 

 

Liabilities

Payable for investments purchased

$ 50,628,313

Payable for fund shares redeemed

6,818,368

Accrued management fee

3,687,748

Other affiliated payables

568,228

Other payables and accrued expenses

93,215

Collateral on securities loaned, at value

88,398,169

Total liabilities

150,194,041

 

 

 

Net Assets

$ 7,892,069,859

Net Assets consist of:

 

Paid in capital

$ 7,030,919,966

Undistributed net investment income

11,955,287

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

37,699,004

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

811,495,602

Net Assets

$ 7,892,069,859

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

July 31, 2014

 

 

 

Series Blue Chip Growth:
Net Asset Value
, offering price and redemption price per share ($3,288,708,456 ÷ 294,152,801 shares)

$ 11.18

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($4,603,361,403 ÷ 411,352,240 shares)

$ 11.19

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

For the period November 7, 2013
(commencement of operations) to
July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 55,862,999

Interest

 

8

Income from Fidelity Central Funds

 

435,770

Total income

 

56,298,777

 

 

 

Expenses

Management fee

$ 31,005,444

Transfer agent fees

4,087,378

Accounting and security lending fees

879,979

Custodian fees and expenses

155,182

Independent trustees' compensation

20,062

Audit

64,727

Legal

6,592

Interest

4,420

Miscellaneous

12,487

Total expenses before reductions

36,236,271

Expense reductions

(90,730)

36,145,541

Net investment income (loss)

20,153,236

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

37,435,924

Foreign currency transactions

(85,367)

Total net realized gain (loss)

 

37,350,557

Change in net unrealized appreciation (depreciation) on:

Investment securities

811,495,452

Assets and liabilities in foreign currencies

150

Total change in net unrealized appreciation (depreciation)

 

811,495,602

Net gain (loss)

848,846,159

Net increase (decrease) in net assets resulting from operations

$ 868,999,395

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

For the period
November 7, 2013
(commencement of operations) to
July 31, 2014

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 20,153,236

Net realized gain (loss)

37,350,557

Change in net unrealized appreciation (depreciation)

811,495,602

Net increase (decrease) in net assets resulting
from operations

868,999,395

Distributions to shareholders from net investment income

(7,849,502)

Share transactions - net increase (decrease)

7,030,919,966

Total increase (decrease) in net assets

7,892,069,859

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $11,955,287)

$ 7,892,069,859

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series Blue Chip Growth

Year ended July 31,

2014 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) D

  .02

Net realized and unrealized gain (loss)

  1.17

Total from investment operations

  1.19

Distributions from net investment income

  (.01)

Net asset value, end of period

$ 11.18

Total ReturnB, C

  11.90%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .74% A

Expenses net of fee waivers, if any

  .74% A

Expenses net of all reductions

  .74% A

Net investment income (loss)

  .26% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 3,288,708

Portfolio turnover rateF

  67% A, I

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period November 7, 2013 (commencement of operations) to July 31, 2014.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Year ended July 31,

2014 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) D

  .03

Net realized and unrealized gain (loss)

  1.17

Total from investment operations

  1.20

Distributions from net investment income

  (.01)

Net asset value, end of period

$ 11.19

Total ReturnB, C

  12.03%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .57%A

Expenses net of fee waivers, if any

  .57% A

Expenses net of all reductions

  .57% A

Net investment income (loss)

  .43% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 4,603,361

Portfolio turnover rateF

  67% A, I

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period November 7, 2013 (commencement of operations) to July 31, 2014.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Series Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Blue Chip Growth and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 973,017,201

Gross unrealized depreciation

(170,748,097)

Net unrealized appreciation (depreciation) on securities

$ 802,269,104

 

 

Tax Cost

$ 7,181,599,820

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 58,880,640

Net unrealized appreciation (depreciation) on securities and other investments

$ 802,269,254

The tax character of distributions paid was as follows:

 

July 31, 2014

Ordinary Income

$ 7,849,502

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities and in-kind transactions, aggregated $3,426,556,138 and $3,735,064,529, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Blue Chip Growth as compared to its benchmark index, the Russell 1000 Growth Index, over the same 36 month performance period. The Fund's performance adjustment will not take effect until November 1, 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Blue Chip Growth. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets
*

Series Blue Chip Growth

$ 4,087,378

.17

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8,909 for the period.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 21,696,261

.32%

$ 4,420

Exchanges In-Kind. During the period, certain investment companies managed by the investment adviser or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered investments valued at $7,325,217,400 in exchange for 732,521,740 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $188,955.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,886 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $418,809. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $90,730 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Year ended July 31,

2014 A

From net investment income

 

Series Blue Chip Growth

$ 2,859,214

Class F

4,990,288

Total

$ 7,849,502

A For the period November 7, 2013 (commencement of operations) to July 31, 2014.

 

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Year ended July 31,

2014 A

2014 A

Series Blue Chip Growth

 

 

Shares sold

343,560,306 B

$ 3,450,544,092 B

Reinvestment of distributions

280,041

2,859,214

Shares redeemed

(49,687,546)

(532,601,253)

Net increase (decrease)

294,152,801

$ 2,920,802,053

Class F

 

 

Shares sold

468,726,617 B

$ 4,729,291,768 B

Reinvestment of distributions

488,765

4,990,288

Shares redeemed

(57,863,142)

(624,164,143)

Net increase (decrease)

411,352,240

$ 4,110,117,913

A For the period November 7, 2013 (commencement of operations) to July 31, 2014.

B Amount includes in-kind exchanges (see Note 5: Exchanges In-Kind).

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Series Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations, the statement of changes in net assets and financial highlights for the period from November 7, 2013 (commencement of operations) to July 31, 2014. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Blue Chip Growth Fund as of July 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for the period from November 7, 2013 (commencement of operations) to July 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Blue Chip Growth Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2013

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012- present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Series Blue Chip Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities; and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Series Blue Chip Growth

09/08/14

09/05/14

$0.011

$0.068

Class F

09/08/14

09/05/14

$0.021

$0.068

Series Blue Chip Growth and Class F designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Series Blue Chip Growth and Class F designate 100% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Blue Chip Growth Fund

In connection with a separate internal corporate reorganization involving Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's subadvisory agreement with FMR Japan to reflect that, after this reorganization, Fidelity Management & Research (Japan) Limited will carry on the business of FMR Japan.  The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the funds were expected in connection with the reorganization and that the same personnel and resources will be available to the funds with the new entity.  After considering all of the factors it believed relevant, the Board concluded that the amended sub-advisory agreement should be approved.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

XS1-ANN-0914
1.967985.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Growth

Fund - Class A, Class T,
Class B and Class C

Annual Report

July 31, 2014

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Small Cap
Growth Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

2.34%

15.29%

9.36%

  Class T (incl. 3.50% sales charge)

4.51%

15.53%

9.35%

  Class B (incl. contingent deferred sales charge) B

3.21%

15.55%

9.43%

  Class C (incl. contingent deferred sales charge) C

6.79%

15.78%

9.20%

A From November 3, 2004.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Growth Fund - Class A on November 3, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

bfr2727370

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Patrick Venanzi Portfolio Manager of Fidelity Advisor® Small Cap Growth Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 8.58%, 8.30%, 7.73% and 7.70%, respectively (excluding sales charges), versus 8.93% for the Russell 2000® Growth Index. Relative to the index, the fund's top individual contributor was bioprocessing firm Repligen, a position I established during the period. Repligen has a terrific competitive position in several consumable products used to manufacture biologics, a class of drugs that I see as well-poised to outgrow the overall pharmaceuticals industry for years to come. Elsewhere, shares of Spirit Airlines rose more than 90% the past year, and our large overweighting helped results. I still like the story behind Spirit, but I nevertheless reduced our position as the stock climbed. Apparel retailer G-III Apparel Group also added value, as the company's shares gained on management's excellent execution in new categories, as well as the extremely cold weather. Conversely, BioScrip, a provider of home infusion services whereby patients can receive intravenous drugs without a visit to the hospital, was our largest individual detractor. The stock stumbled as the firm encountered challenges integrating two recent acquisitions, and I sold our stake. The fund also suffered by underweighting or not owning two stocks in the benchmark that did particularly well, Puma Biotechnology and solar panel manufacturer SunEdison, respectively.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 961.50

$ 5.98

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.16

Class T

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 960.30

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.31

$ 7.55

Class B

2.03%

 

 

 

Actual

 

$ 1,000.00

$ 958.00

$ 9.86

HypotheticalA

 

$ 1,000.00

$ 1,014.73

$ 10.14

Class C

2.02%

 

 

 

Actual

 

$ 1,000.00

$ 957.80

$ 9.81

HypotheticalA

 

$ 1,000.00

$ 1,014.78

$ 10.09

Small Cap Growth

.93%

 

 

 

Actual

 

$ 1,000.00

$ 962.90

$ 4.53

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Institutional Class

.94%

 

 

 

Actual

 

$ 1,000.00

$ 963.00

$ 4.58

HypotheticalA

 

$ 1,000.00

$ 1,020.13

$ 4.71

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Team Health Holdings, Inc.

2.0

0.0

KAR Auction Services, Inc.

1.5

1.2

Hub Group, Inc. Class A

1.5

0.0

G-III Apparel Group Ltd.

1.5

1.0

Teledyne Technologies, Inc.

1.4

0.8

Huron Consulting Group, Inc.

1.4

1.1

Graphic Packaging Holding Co.

1.4

0.9

Service Corp. International

1.3

1.0

PolyOne Corp.

1.3

0.0

Global Payments, Inc.

1.3

0.7

 

14.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

22.7

23.9

Health Care

21.8

20.2

Industrials

16.0

15.9

Consumer Discretionary

13.5

13.5

Financials

6.8

8.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

bfr2727372

Stocks 98.0%

 

bfr2727372

Stocks and
Equity Futures 97.4%

 

bfr2727375

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.0%

 

bfr2727375

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.6%

 

* Foreign investments

5.8%

 

** Foreign investments

5.0%

 

bfr2727378

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.0%

Shares

Value

CONSUMER DISCRETIONARY - 13.5%

Auto Components - 2.9%

Standard Motor Products, Inc.

265,717

$ 9,579,098

Tenneco, Inc. (a)

220,300

14,033,110

Visteon Corp. (a)

145,000

13,847,500

 

37,459,708

Diversified Consumer Services - 1.3%

Service Corp. International

820,300

17,226,300

Household Durables - 0.8%

Universal Electronics, Inc. (a)

230,114

10,960,330

Internet & Catalog Retail - 0.6%

HomeAway, Inc. (a)

240,000

8,332,800

Leisure Products - 1.7%

Brunswick Corp.

252,600

10,187,358

Malibu Boats, Inc. Class A (a)

590,000

11,357,500

 

21,544,858

Media - 0.9%

Cablevision Systems Corp. - NY Group Class A

200,000

3,844,000

Live Nation Entertainment, Inc. (a)

350,000

8,123,500

 

11,967,500

Multiline Retail - 1.6%

Burlington Stores, Inc.

170,000

5,564,100

Dillard's, Inc. Class A

100,000

11,922,000

Tuesday Morning Corp. (a)

163,789

2,695,967

 

20,182,067

Textiles, Apparel & Luxury Goods - 3.7%

G-III Apparel Group Ltd. (a)

245,300

19,052,451

Iconix Brand Group, Inc. (a)

223,800

9,451,074

Steven Madden Ltd. (a)

283,000

9,013,550

Vera Bradley, Inc. (a)

500,000

9,915,000

 

47,432,075

TOTAL CONSUMER DISCRETIONARY

175,105,638

CONSUMER STAPLES - 4.0%

Food Products - 1.5%

Darling International, Inc. (a)

600,000

11,232,000

Ingredion, Inc.

100,000

7,363,000

 

18,595,000

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 1.2%

Spectrum Brands Holdings, Inc.

190,000

$ 15,846,000

Personal Products - 1.3%

Inter Parfums, Inc.

276,185

7,216,714

MediFast, Inc. (a)

350,000

10,048,500

 

17,265,214

TOTAL CONSUMER STAPLES

51,706,214

ENERGY - 4.8%

Energy Equipment & Services - 1.3%

Dril-Quip, Inc. (a)

59,900

6,036,123

Xtreme Drilling & Coil Services Corp. (a)

2,541,700

11,095,971

 

17,132,094

Oil, Gas & Consumable Fuels - 3.5%

Golar LNG Ltd. (d)

140,000

8,625,400

MPLX LP

161,157

9,145,660

Phillips 66 Partners LP

171,525

10,969,024

StealthGas, Inc. (a)

600,000

6,420,000

Valero Energy Partners LP

210,000

9,760,800

 

44,920,884

TOTAL ENERGY

62,052,978

FINANCIALS - 6.8%

Banks - 2.5%

Banner Bank

110,284

4,437,828

Investors Bancorp, Inc.

1,100,000

11,385,000

Lakeland Financial Corp.

203,700

7,412,643

Pacific Premier Bancorp, Inc. (a)

648,586

9,274,780

 

32,510,251

Capital Markets - 1.7%

E*TRADE Financial Corp. (a)

310,200

6,520,404

FXCM, Inc. Class A (d)

311,264

4,239,416

Lazard Ltd. Class A

215,000

11,244,500

 

22,004,320

Consumer Finance - 0.5%

Portfolio Recovery Associates, Inc. (a)

100,000

5,896,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - 1.2%

Amerisafe, Inc.

106,448

$ 3,895,997

Primerica, Inc.

264,219

12,175,212

 

16,071,209

Thrifts & Mortgage Finance - 0.9%

Meridian Bancorp, Inc. (a)

1,101,780

11,965,331

TOTAL FINANCIALS

88,447,111

HEALTH CARE - 21.8%

Biotechnology - 9.0%

BioCryst Pharmaceuticals, Inc. (a)

500,000

6,260,000

Celldex Therapeutics, Inc. (a)(d)

293,400

3,840,606

Chimerix, Inc. (a)

210,100

4,773,472

Cubist Pharmaceuticals, Inc.

41,262

2,512,856

Dyax Corp. (a)

650,000

6,123,000

Exact Sciences Corp. (a)(d)

731,705

11,421,915

Genomic Health, Inc. (a)(d)

225,288

5,740,338

Hyperion Therapeutics, Inc. (a)

121,500

2,766,555

Insmed, Inc. (a)

223,400

3,817,906

Intercept Pharmaceuticals, Inc. (a)

30,600

7,110,216

Isis Pharmaceuticals, Inc. (a)

224,457

6,955,922

Lion Biotechnologies, Inc. (a)

300,000

2,145,000

Medivation, Inc. (a)

64,800

4,810,104

Mirati Therapeutics, Inc. (a)

170,820

3,103,799

Novavax, Inc. (a)

1,218,200

5,274,806

Puma Biotechnology, Inc. (a)

36,600

8,114,952

Receptos, Inc. (a)

81,069

3,357,067

Repligen Corp. (a)

490,000

10,275,300

Stemline Therapeutics, Inc. (a)

104,500

1,338,645

Sunesis Pharmaceuticals, Inc. (a)(d)

550,600

3,622,948

Synageva BioPharma Corp. (a)(d)

109,200

7,470,372

Threshold Pharmaceuticals, Inc. (a)(d)

604,453

2,544,747

XOMA Corp. (a)

800,400

3,105,552

 

116,486,078

Health Care Equipment & Supplies - 4.0%

Accuray, Inc. (a)(d)

600,000

4,722,000

DexCom, Inc. (a)

100,000

3,768,000

Greatbatch, Inc. (a)

61,615

3,050,559

Ldr Holding Corp.

475,000

10,882,250

Novadaq Technologies, Inc. (a)

576,300

8,840,442

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

NxStage Medical, Inc. (a)

300,000

$ 4,005,000

Quidel Corp. (a)(d)

113,800

2,716,406

Steris Corp.

281,400

14,317,632

 

52,302,289

Health Care Providers & Services - 4.9%

Accretive Health, Inc. (a)

1,137,226

9,575,443

LifePoint Hospitals, Inc. (a)

80,000

5,737,600

Omnicare, Inc.

190,000

11,875,000

Select Medical Holdings Corp.

400,000

6,216,000

Team Health Holdings, Inc. (a)

454,400

25,696,318

Wellcare Health Plans, Inc. (a)

65,937

4,113,150

 

63,213,511

Health Care Technology - 1.3%

athenahealth, Inc. (a)(d)

45,000

5,598,000

MedAssets, Inc. (a)

530,000

11,257,200

 

16,855,200

Life Sciences Tools & Services - 2.4%

Bruker BioSciences Corp. (a)

323,700

7,357,701

Fluidigm Corp. (a)

246,000

7,042,980

ICON PLC (a)

190,000

9,842,000

Techne Corp.

78,888

7,361,828

 

31,604,509

Pharmaceuticals - 0.2%

Flamel Technologies SA sponsored ADR (a)

212,002

2,825,987

TOTAL HEALTH CARE

283,287,574

INDUSTRIALS - 16.0%

Aerospace & Defense - 2.4%

Esterline Technologies Corp. (a)

120,000

13,026,000

Teledyne Technologies, Inc. (a)

197,700

18,030,240

 

31,056,240

Air Freight & Logistics - 1.6%

Hub Group, Inc. Class A (a)

425,000

19,626,500

Park-Ohio Holdings Corp.

21,154

1,255,701

 

20,882,201

Airlines - 1.1%

Spirit Airlines, Inc. (a)

214,500

14,032,590

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 2.5%

KAR Auction Services, Inc.

691,900

$ 20,279,589

Msa Safety, Inc.

145,979

7,558,793

Multi-Color Corp.

131,853

5,191,053

 

33,029,435

Electrical Equipment - 0.3%

AZZ, Inc.

100,000

4,364,000

Machinery - 5.5%

Allison Transmission Holdings, Inc.

530,000

15,518,400

Crane Co.

160,000

10,977,600

ITT Corp.

213,812

9,828,938

Luxfer Holdings PLC sponsored ADR

413,066

7,852,385

Manitowoc Co., Inc.

260,000

6,905,600

NN, Inc.

36,870

1,069,230

Superior Drilling Products, Inc. (e)

1,294,115

8,049,395

Valmont Industries, Inc.

50,000

7,281,500

Woodward, Inc.

70,216

3,507,991

 

70,991,039

Professional Services - 2.3%

CBIZ, Inc. (a)

1,469,100

11,987,856

Huron Consulting Group, Inc. (a)

286,700

17,328,148

 

29,316,004

Road & Rail - 0.3%

Marten Transport Ltd.

159,359

3,225,426

TOTAL INDUSTRIALS

206,896,935

INFORMATION TECHNOLOGY - 22.7%

Communications Equipment - 0.3%

Plantronics, Inc.

100,000

4,697,000

Electronic Equipment & Components - 2.3%

CDW Corp.

280,000

8,649,200

Ingram Micro, Inc. Class A (a)

480,000

13,776,000

Neonode, Inc. (a)(d)

848,022

2,306,620

RealD, Inc. (a)

442,300

4,675,111

 

29,406,931

Internet Software & Services - 4.6%

comScore, Inc. (a)

290,641

10,518,298

Cvent, Inc. (d)

387,646

10,586,612

Demandware, Inc. (a)(d)

134,984

8,131,436

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

E2open, Inc. (a)(d)

657,094

$ 10,631,781

NIC, Inc.

358,940

6,055,318

Perficient, Inc. (a)

99,910

1,697,471

Stamps.com, Inc. (a)

383,796

12,139,467

 

59,760,383

IT Services - 4.7%

Computer Sciences Corp.

180,000

11,230,200

EVERTEC, Inc.

389,400

8,706,984

Global Payments, Inc.

240,500

16,659,435

Maximus, Inc.

206,900

8,557,384

Sapient Corp. (a)

797,200

11,766,672

Sykes Enterprises, Inc. (a)

176,953

3,662,927

 

60,583,602

Semiconductors & Semiconductor Equipment - 3.7%

Integrated Silicon Solution, Inc.

513,994

7,514,592

MKS Instruments, Inc.

170,000

5,402,600

Monolithic Power Systems, Inc.

269,900

11,130,676

PDF Solutions, Inc. (a)

631,672

12,102,836

Tessera Technologies, Inc.

450,000

11,434,500

 

47,585,204

Software - 5.6%

Aspen Technology, Inc. (a)

373,100

16,207,464

Cadence Design Systems, Inc. (a)

700,000

11,781,000

Evolving Systems, Inc.

300,000

2,964,000

Interactive Intelligence Group, Inc. (a)

364,733

16,547,936

Rovi Corp. (a)

430,000

10,049,100

SS&C Technologies Holdings, Inc. (a)

243,600

10,550,316

Vasco Data Security International, Inc. (a)

189,366

2,569,697

Verint Systems, Inc. (a)

36,660

1,720,820

 

72,390,333

Technology Hardware, Storage & Peripherals - 1.5%

Electronics for Imaging, Inc. (a)

375,100

16,530,657

Immersion Corp. (a)

253,470

3,459,866

 

19,990,523

TOTAL INFORMATION TECHNOLOGY

294,413,976

Common Stocks - continued

Shares

Value

MATERIALS - 6.0%

Chemicals - 2.7%

Cabot Corp.

147,146

$ 7,708,979

Cytec Industries, Inc.

100,000

10,085,000

PolyOne Corp.

450,000

17,077,500

 

34,871,479

Construction Materials - 0.9%

Eagle Materials, Inc.

133,168

12,094,318

Containers & Packaging - 2.4%

Graphic Packaging Holding Co. (a)

1,443,700

17,324,400

Silgan Holdings, Inc.

265,552

13,070,469

 

30,394,869

TOTAL MATERIALS

77,360,666

TELECOMMUNICATION SERVICES - 1.9%

Diversified Telecommunication Services - 1.9%

Cogent Communications Group, Inc.

400,000

13,884,000

inContact, Inc. (a)

1,300,000

10,387,000

 

24,271,000

UTILITIES - 0.5%

Independent Power and Renewable Electricity Producers - 0.5%

NextEra Energy Partners LP

206,500

7,029,260

TOTAL COMMON STOCKS

(Cost $1,189,621,783)


1,270,571,352

Money Market Funds - 3.9%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

4,831,978

4,831,978

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

45,930,575

45,930,575

TOTAL MONEY MARKET FUNDS

(Cost $50,762,553)


50,762,553

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $1,240,384,336)

1,321,333,905

NET OTHER ASSETS (LIABILITIES) - (1.9)%

(24,235,291)

NET ASSETS - 100%

$ 1,297,098,614

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 41,667

Fidelity Securities Lending Cash Central Fund

1,724,148

Total

$ 1,765,815

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Parametric Sound Corp.

$ 11,382,447

$ -

$ 9,334,036*

$ -

$ -

Superior Drilling Products, Inc.

-

5,573,300

-

-

8,049,395

Xtreme Drilling & Coil Services Corp.

14,769,740

7,453,947

13,187,684*

-

-

Zedi, Inc.

4,053,675

-

4,333,432

-

-

Total

$ 30,205,862

$ 13,027,247

$ 26,855,152

$ -

$ 8,049,395

* Includes the value of securities delivered through in-kind transactions.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $43,224,490) - See accompanying schedule:

Unaffiliated issuers (cost $1,184,048,483)

$ 1,262,521,957

 

Fidelity Central Funds (cost $50,762,553)

50,762,553

 

Other affiliated issuers (cost $5,573,300)

8,049,395

 

Total Investments (cost $1,240,384,336)

 

$ 1,321,333,905

Cash

 

1,077,543

Receivable for investments sold

70,156,652

Receivable for fund shares sold

1,080,689

Dividends receivable

432,657

Distributions receivable from Fidelity Central Funds

147,646

Receivable from investment adviser for expense reductions

744

Other receivables

26,021

Total assets

1,394,255,857

 

 

 

Liabilities

Payable for investments purchased

$ 46,312,173

Payable for fund shares redeemed

3,819,361

Accrued management fee

678,266

Distribution and service plan fees payable

77,290

Other affiliated payables

277,336

Other payables and accrued expenses

62,242

Collateral on securities loaned, at value

45,930,575

Total liabilities

97,157,243

 

 

 

Net Assets

$ 1,297,098,614

Net Assets consist of:

 

Paid in capital

$ 1,141,004,177

Accumulated net investment loss

(4,082,221)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

79,230,791

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

80,945,867

Net Assets

$ 1,297,098,614

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($88,821,558 ÷ 4,937,588 shares)

$ 17.99

 

 

 

Maximum offering price per share (100/94.25 of $17.99)

$ 19.09

Class T:
Net Asset Value
and redemption price per share ($42,586,335 ÷ 2,411,859 shares)

$ 17.66

 

 

 

Maximum offering price per share (100/96.50 of $17.66)

$ 18.30

Class B:
Net Asset Value
and offering price per share ($2,763,621 ÷ 163,933 shares)A

$ 16.86

 

 

 

Class C:
Net Asset Value
and offering price per share ($42,215,155 ÷ 2,515,912 shares)A

$ 16.78

 

 

 

Small Cap Growth:
Net Asset Value
, offering price and redemption price per share ($1,069,105,078 ÷ 57,935,831 shares)

$ 18.45

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($51,606,867 ÷ 2,791,390 shares)

$ 18.49

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 7,894,062

Interest

 

288

Income from Fidelity Central Funds (including $1,724,148 from security lending)

 

1,765,815

Total income

 

9,660,165

 

 

 

Expenses

Management fee
Basic fee

$ 11,347,434

Performance adjustment

(699,324)

Transfer agent fees

2,882,872

Distribution and service plan fees

874,291

Accounting and security lending fees

519,891

Custodian fees and expenses

71,344

Independent trustees' compensation

7,051

Registration fees

192,913

Audit

59,462

Legal

6,624

Interest

819

Miscellaneous

17,559

Total expenses before reductions

15,280,936

Expense reductions

(80,901)

15,200,035

Net investment income (loss)

(5,539,870)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

228,023,968

Redemption in-kind with affiliated entities (including
gain from other affiliated issuers of $4,613,051)

304,585,595

Other affiliated issuers

(398,906)

Foreign currency transactions

(13,148)

Futures contracts

(2,221,706)

Total net realized gain (loss)

 

529,975,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

(344,219,875)

Assets and liabilities in foreign currencies

691

Total change in net unrealized appreciation (depreciation)

 

(344,219,184)

Net gain (loss)

185,756,619

Net increase (decrease) in net assets resulting from operations

$ 180,216,749

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (5,539,870)

$ 2,185,197

Net realized gain (loss)

529,975,803

327,291,382

Change in net unrealized appreciation (depreciation)

(344,219,184)

244,679,550

Net increase (decrease) in net assets resulting
from operations

180,216,749

574,156,129

Distributions to shareholders from net realized gain

(306,246,236)

(122,560,447)

Share transactions - net increase (decrease)

(817,676,738)

(58,479,174)

Redemption fees

398,744

117,383

Total increase (decrease) in net assets

(943,307,481)

393,233,891

 

 

 

Net Assets

Beginning of period

2,240,406,095

1,847,172,204

End of period (including accumulated net investment loss of $4,082,221 and accumulated net investment loss of $0, respectively)

$ 1,297,098,614

$ 2,240,406,095

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.66

$ 15.87

$ 16.42

$ 12.66

$ 10.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.12)

  (.04)

  (.07) F

  (.07) G

  (.07) H

Net realized and unrealized gain (loss)

  1.69

  4.87

  (.16)

  3.84

  1.94

Total from investment operations

  1.57

  4.83

  (.23)

  3.77

  1.87

Distributions from net realized gain

  (3.24)

  (1.04)

  (.32)

  (.01) L

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.99

$ 19.66

$ 15.87

$ 16.42

$ 12.66

Total ReturnA, B

  8.58%

  32.20%

  (1.14)%

  29.78%

  17.33%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  1.22%

  1.24%

  1.35%

  1.25%

  1.35%

Expenses net of fee waivers, if any

  1.22%

  1.24%

  1.35%

  1.25%

  1.35%

Expenses net of all reductions

  1.22%

  1.22%

  1.34%

  1.23%

  1.34%

Net investment income (loss)

  (.62)%

  (.26)%

  (.49)% F

  (.47)% G

  (.56)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 88,822

$ 74,978

$ 59,684

$ 67,272

$ 50,620

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

L The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.38

$ 15.68

$ 16.27

$ 12.57

$ 10.74

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.16)

  (.09)

  (.11) F

  (.11) G

  (.10) H

Net realized and unrealized gain (loss)

  1.66

  4.82

  (.16)

  3.81

  1.93

Total from investment operations

  1.50

  4.73

  (.27)

  3.70

  1.83

Distributions from net realized gain

  (3.22)

  (1.03)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.66

$ 19.38

$ 15.68

$ 16.27

$ 12.57

Total ReturnA, B

  8.30%

  31.87%

  (1.41)%

  29.44%

  17.04%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  1.50%

  1.49%

  1.61%

  1.50%

  1.61%

Expenses net of fee waivers, if any

  1.50%

  1.49%

  1.61%

  1.50%

  1.61%

Expenses net of all reductions

  1.49%

  1.48%

  1.60%

  1.49%

  1.60%

Net investment income (loss)

  (.90)%

  (.52)%

  (.74)% F

  (.73)% G

  (.82)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 42,586

$ 34,686

$ 27,658

$ 30,764

$ 23,930

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.83)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.93)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.65

$ 15.19

$ 15.86

$ 12.30

$ 10.57

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.25)

  (.16)

  (.18) F

  (.18) G

  (.16) H

Net realized and unrealized gain (loss)

  1.60

  4.64

  (.17)

  3.74

  1.89

Total from investment operations

  1.35

  4.48

  (.35)

  3.56

  1.73

Distributions from net realized gain

  (3.14)

  (1.02)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.86

$ 18.65

$ 15.19

$ 15.86

$ 12.30

Total ReturnA, B

  7.73%

  31.25%

  (1.96)%

  28.94%

  16.37%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of fee waivers, if any

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of all reductions

  2.01%

  1.97%

  2.09%

  1.98%

  2.09%

Net investment income (loss)

  (1.41)%

  (1.01)%

  (1.23)% F

  (1.22)% G

  (1.32)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,764

$ 3,486

$ 4,123

$ 5,295

$ 5,142

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.42)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.62

$ 15.16

$ 15.83

$ 12.28

$ 10.55

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.25)

  (.16)

  (.18) F

  (.18) G

  (.16) H

Net realized and unrealized gain (loss)

  1.59

  4.64

  (.17)

  3.73

  1.89

Total from investment operations

  1.34

  4.48

  (.35)

  3.55

  1.73

Distributions from net realized gain

  (3.18)

  (1.02)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.78

$ 18.62

$ 15.16

$ 15.83

$ 12.28

Total ReturnA, B

  7.70%

  31.32%

  (1.96)%

  28.91%

  16.40%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of fee waivers, if any

  2.00%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of all reductions

  2.00%

  1.97%

  2.09%

  1.98%

  2.09%

Net investment income (loss)

  (1.41)%

  (1.01)%

  (1.24)% F

  (1.22)% G

  (1.32)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 42,215

$ 32,756

$ 24,683

$ 24,914

$ 18,091

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.42)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.07

$ 16.14

$ 16.65

$ 12.81

$ 10.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .01

  (.03) E

  (.03) F

  (.04) G

Net realized and unrealized gain (loss)

  1.71

  4.98

  (.16)

  3.90

  1.96

Total from investment operations

  1.65

  4.99

  (.19)

  3.87

  1.92

Distributions from net realized gain

  (3.27)

  (1.06)

  (.32)

  (.03) K

  -

Redemption fees added to paid in capital B, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.45

$ 20.07

$ 16.14

$ 16.65

$ 12.81

Total ReturnA

  8.87%

  32.74%

  (.88)%

  30.20%

  17.63%

Ratios to Average Net Assets C, H

 

 

 

 

Expenses before reductions

  .91%

  .90%

  1.03%

  .95%

  1.08%

Expenses net of fee waivers, if any

  .90%

  .90%

  1.03%

  .95%

  1.08%

Expenses net of all reductions

  .90%

  .88%

  1.02%

  .93%

  1.07%

Net investment income (loss)

  (.31)%

  .08%

  (.16)% E

  (.17)% F

  (.29)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,069,105

$ 1,315,659

$ 1,166,101

$ 1,382,688

$ 1,204,818

Portfolio turnover rate D

  148% J

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.39)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

K The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.10

$ 16.17

$ 16.68

$ 12.83

$ 10.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .01

  (.03) E

  (.03) F

  (.03) G

Net realized and unrealized gain (loss)

  1.72

  4.98

  (.16)

  3.91

  1.95

Total from investment operations

  1.66

  4.99

  (.19)

  3.88

  1.92

Distributions from net realized gain

  (3.27)

  (1.06)

  (.32)

  (.03) K

  -

Redemption fees added to paid in capital B, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.49

$ 20.10

$ 16.17

$ 16.68

$ 12.83

Total ReturnA

  8.89%

  32.65%

  (.88)%

  30.24%

  17.60%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .92%

  .92%

  1.06%

  .94%

  1.03%

Expenses net of fee waivers, if any

  .92%

  .92%

  1.06%

  .94%

  1.03%

Expenses net of all reductions

  .92%

  .91%

  1.05%

  .93%

  1.02%

Net investment income (loss)

  (.32)%

  .06%

  (.19)% E

  (.17)% F

  (.24)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 51,607

$ 51,158

$ 36,694

$ 41,440

$ 25,650

Portfolio turnover rateD

  148% J

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.30)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

K The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity® Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund offered Class F shares during the period June 26, 2009 through November 15, 2013, and all outstanding shares were redeemed by November 15, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to in-kind transactions, futures transactions, foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 133,804,925

Gross unrealized depreciation

(55,161,096)

Net unrealized appreciation (depreciation) on securities

$ 78,643,829

 

 

Tax Cost

$ 1,242,690,076

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 81,536,530

Net unrealized appreciation (depreciation) on securities and other investments

$ 78,640,127

The Fund intends to elect to defer to its next fiscal year $4,082,221 of ordinary losses recognized during the period January 1, 2014 to July 31, 2014.

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 106,613,332

$ 5,191,398

Long-term Capital Gains

199,632,904

117,369,049

Total

$ 306,246,236

$ 122,560,447

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $(2,221,706) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $2,507,771,818 and $2,337,256,072, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .66% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 218,076

$ 4,628

Class T

.25%

.25%

210,598

-

Class B

.75%

.25%

32,670

24,728

Class C

.75%

.25%

412,947

83,407

 

 

 

$ 874,291

$ 112,763

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 58,222

Class T

14,217

Class B*

1,899

Class C*

4,695

 

$ 79,033

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 229,497

.26

Class T

120,469

.29

Class B

9,848

.30

Class C

121,452

.29

Small Cap Growth

2,290,179

.20

Institutional Class

111,427

.21

 

$ 2,882,872

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $89,841 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 8,287,364

.32%

$ 819

Redemptions In-Kind. During the period, 70,585,530 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,380,652,586. The net realized gain of $304,585,595 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of the in-kind redemption is included in share transactions in the accompanying Statement of Changes

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind - continued

in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,899 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $68,452 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $56,370 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $86.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $24,445.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014 A

2013

From net realized gain

 

 

Class A

$ 13,043,180

$ 3,855,020

Class T

6,310,012

1,778,904

Class B

574,582

260,524

Class C

6,249,863

1,656,727

Small Cap Growth

191,545,684

74,940,038

Class F

80,609,253

37,680,389

Institutional Class

7,913,662

2,388,845

Total

$ 306,246,236

$ 122,560,447

A All Class F shares were redeemed on November 15, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Class A

 

 

 

 

Shares sold

1,706,264

969,311

$ 32,017,468

$ 16,711,827

Reinvestment of distributions

685,582

231,282

12,377,436

3,646,231

Shares redeemed

(1,267,150)

(1,149,326)

(23,663,751)

(19,219,034)

Net increase (decrease)

1,124,696

51,267

$ 20,731,153

$ 1,139,024

Class T

 

 

 

 

Shares sold

787,491

457,321

$ 14,539,628

$ 7,743,595

Reinvestment of distributions

341,036

106,640

6,061,090

1,660,117

Shares redeemed

(506,140)

(538,707)

(9,192,820)

(8,802,237)

Net increase (decrease)

622,387

25,254

$ 11,407,898

$ 601,475

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Class B

 

 

 

 

Shares sold

11,205

6,696

$ 198,217

$ 106,485

Reinvestment of distributions

32,147

16,337

548,598

246,159

Shares redeemed

(66,282)

(107,598)

(1,168,208)

(1,730,845)

Net increase (decrease)

(22,930)

(84,565)

$ (421,393)

$ (1,378,201)

Class C

 

 

 

 

Shares sold

918,904

456,788

$ 16,220,240

$ 7,531,447

Reinvestment of distributions

347,970

103,215

5,911,022

1,550,542

Shares redeemed

(510,512)

(428,305)

(8,883,388)

(6,821,754)

Net increase (decrease)

756,362

131,698

$ 13,247,874

$ 2,260,235

Small Cap Growth

 

 

 

 

Shares sold

30,614,664

10,379,088

$ 589,831,022

$ 182,249,151

Reinvestment of distributions

10,184,956

4,595,875

187,557,177

73,721,316

Shares redeemed

(48,426,256) B

(21,652,202)

(934,113,968) B

(371,997,767)

Net increase (decrease)

(7,626,636)

(6,677,239)

$ (156,725,769)

$ (116,027,300)

Class F

 

 

 

 

Shares sold

768,083

7,670,010

$ 15,293,461

$ 131,231,307

Reinvestment of distributions

4,357,257

2,336,095

80,609,253

37,680,389

Shares redeemed

(41,060,113) B

(6,554,937)

(806,457,595) B

(118,928,973)

Net increase (decrease)

(35,934,773)

3,451,168

$ (710,554,881)

$ 49,982,723

Institutional Class

 

 

 

 

Shares sold

933,934

727,207

$ 18,129,031

$ 12,757,998

Reinvestment of distributions

381,830

128,780

7,062,159

2,069,290

Shares redeemed

(1,069,577)

(580,321)

(20,552,810)

(9,884,418)

Net increase (decrease)

246,187

275,666

$ 4,638,380

$ 4,942,870

A All Class F shares were redeemed on November 15, 2013.

B Amount includes in-kind redemptions (see Note 6: Redemptions In-Kind).

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).]

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Growth Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class A

09/15/14

09/12/14

$1.188

Class T

09/15/14

09/12/14

$1.188

Class B

09/15/14

09/12/14

$1.188

Class C

09/15/14

09/12/14

$1.188

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $155,260,658, or, if subsequently determined to be different, the net capital gain of such year.

Class A, Class T, Class B, and Class C designate 8%, 8%, 9%, and 8% of the dividends distributed during the fiscal year, respectively, as qualifying for the dividends-received deduction for corporate shareholders.

Class A, Class T, Class B, and Class C designate 10%, 11%, 12%, and 11% of the dividends distributed during the fiscal year, respectively, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in November 2011.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

bfr2727380

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Small Cap Growth Fund

bfr2727382

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of Class T ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCP-UANN-0914
1.803713.109

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Growth

Fund - Institutional Class

Annual Report

July 31, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Small Cap Growth
Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

8.89%

17.01%

10.36%

A From November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Growth Fund - Institutional Class on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

bfr2727395

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Patrick Venanzi Portfolio Manager of Fidelity Advisor® Small Cap Growth Fund: For the year, the fund's Institutional Class shares rose 8.89%, versus 8.93% for the Russell 2000® Growth Index. Relative to the index, the fund's top individual contributor was bioprocessing firm Repligen, a position I established during the period. Repligen has a terrific competitive position in several consumable products used to manufacture biologics, a class of drugs that I see as well-poised to outgrow the overall pharmaceuticals industry for years to come. Elsewhere, shares of Spirit Airlines rose more than 90% the past year, and our large overweighting helped results. I still like the story behind Spirit, but I nevertheless reduced our position as the stock climbed. Apparel retailer G-III Apparel Group also added value, as the company's shares gained on management's excellent execution in new categories, as well as the extremely cold weather. Conversely, BioScrip, a provider of home infusion services whereby patients can receive intravenous drugs without a visit to the hospital, was our largest individual detractor. The stock stumbled as the firm encountered challenges integrating two recent acquisitions, and I sold our stake. The fund also suffered by underweighting or not owning two stocks in the benchmark that did particularly well, Puma Biotechnology and solar panel manufacturer SunEdison, respectively.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 961.50

$ 5.98

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.16

Class T

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 960.30

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.31

$ 7.55

Class B

2.03%

 

 

 

Actual

 

$ 1,000.00

$ 958.00

$ 9.86

HypotheticalA

 

$ 1,000.00

$ 1,014.73

$ 10.14

Class C

2.02%

 

 

 

Actual

 

$ 1,000.00

$ 957.80

$ 9.81

HypotheticalA

 

$ 1,000.00

$ 1,014.78

$ 10.09

Small Cap Growth

.93%

 

 

 

Actual

 

$ 1,000.00

$ 962.90

$ 4.53

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Institutional Class

.94%

 

 

 

Actual

 

$ 1,000.00

$ 963.00

$ 4.58

HypotheticalA

 

$ 1,000.00

$ 1,020.13

$ 4.71

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Team Health Holdings, Inc.

2.0

0.0

KAR Auction Services, Inc.

1.5

1.2

Hub Group, Inc. Class A

1.5

0.0

G-III Apparel Group Ltd.

1.5

1.0

Teledyne Technologies, Inc.

1.4

0.8

Huron Consulting Group, Inc.

1.4

1.1

Graphic Packaging Holding Co.

1.4

0.9

Service Corp. International

1.3

1.0

PolyOne Corp.

1.3

0.0

Global Payments, Inc.

1.3

0.7

 

14.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

22.7

23.9

Health Care

21.8

20.2

Industrials

16.0

15.9

Consumer Discretionary

13.5

13.5

Financials

6.8

8.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

bfr2727372

Stocks 98.0%

 

bfr2727372

Stocks and
Equity Futures 97.4%

 

bfr2727375

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.0%

 

bfr2727375

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.6%

 

* Foreign investments

5.8%

 

** Foreign investments

5.0%

 

bfr2727401

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.0%

Shares

Value

CONSUMER DISCRETIONARY - 13.5%

Auto Components - 2.9%

Standard Motor Products, Inc.

265,717

$ 9,579,098

Tenneco, Inc. (a)

220,300

14,033,110

Visteon Corp. (a)

145,000

13,847,500

 

37,459,708

Diversified Consumer Services - 1.3%

Service Corp. International

820,300

17,226,300

Household Durables - 0.8%

Universal Electronics, Inc. (a)

230,114

10,960,330

Internet & Catalog Retail - 0.6%

HomeAway, Inc. (a)

240,000

8,332,800

Leisure Products - 1.7%

Brunswick Corp.

252,600

10,187,358

Malibu Boats, Inc. Class A (a)

590,000

11,357,500

 

21,544,858

Media - 0.9%

Cablevision Systems Corp. - NY Group Class A

200,000

3,844,000

Live Nation Entertainment, Inc. (a)

350,000

8,123,500

 

11,967,500

Multiline Retail - 1.6%

Burlington Stores, Inc.

170,000

5,564,100

Dillard's, Inc. Class A

100,000

11,922,000

Tuesday Morning Corp. (a)

163,789

2,695,967

 

20,182,067

Textiles, Apparel & Luxury Goods - 3.7%

G-III Apparel Group Ltd. (a)

245,300

19,052,451

Iconix Brand Group, Inc. (a)

223,800

9,451,074

Steven Madden Ltd. (a)

283,000

9,013,550

Vera Bradley, Inc. (a)

500,000

9,915,000

 

47,432,075

TOTAL CONSUMER DISCRETIONARY

175,105,638

CONSUMER STAPLES - 4.0%

Food Products - 1.5%

Darling International, Inc. (a)

600,000

11,232,000

Ingredion, Inc.

100,000

7,363,000

 

18,595,000

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 1.2%

Spectrum Brands Holdings, Inc.

190,000

$ 15,846,000

Personal Products - 1.3%

Inter Parfums, Inc.

276,185

7,216,714

MediFast, Inc. (a)

350,000

10,048,500

 

17,265,214

TOTAL CONSUMER STAPLES

51,706,214

ENERGY - 4.8%

Energy Equipment & Services - 1.3%

Dril-Quip, Inc. (a)

59,900

6,036,123

Xtreme Drilling & Coil Services Corp. (a)

2,541,700

11,095,971

 

17,132,094

Oil, Gas & Consumable Fuels - 3.5%

Golar LNG Ltd. (d)

140,000

8,625,400

MPLX LP

161,157

9,145,660

Phillips 66 Partners LP

171,525

10,969,024

StealthGas, Inc. (a)

600,000

6,420,000

Valero Energy Partners LP

210,000

9,760,800

 

44,920,884

TOTAL ENERGY

62,052,978

FINANCIALS - 6.8%

Banks - 2.5%

Banner Bank

110,284

4,437,828

Investors Bancorp, Inc.

1,100,000

11,385,000

Lakeland Financial Corp.

203,700

7,412,643

Pacific Premier Bancorp, Inc. (a)

648,586

9,274,780

 

32,510,251

Capital Markets - 1.7%

E*TRADE Financial Corp. (a)

310,200

6,520,404

FXCM, Inc. Class A (d)

311,264

4,239,416

Lazard Ltd. Class A

215,000

11,244,500

 

22,004,320

Consumer Finance - 0.5%

Portfolio Recovery Associates, Inc. (a)

100,000

5,896,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - 1.2%

Amerisafe, Inc.

106,448

$ 3,895,997

Primerica, Inc.

264,219

12,175,212

 

16,071,209

Thrifts & Mortgage Finance - 0.9%

Meridian Bancorp, Inc. (a)

1,101,780

11,965,331

TOTAL FINANCIALS

88,447,111

HEALTH CARE - 21.8%

Biotechnology - 9.0%

BioCryst Pharmaceuticals, Inc. (a)

500,000

6,260,000

Celldex Therapeutics, Inc. (a)(d)

293,400

3,840,606

Chimerix, Inc. (a)

210,100

4,773,472

Cubist Pharmaceuticals, Inc.

41,262

2,512,856

Dyax Corp. (a)

650,000

6,123,000

Exact Sciences Corp. (a)(d)

731,705

11,421,915

Genomic Health, Inc. (a)(d)

225,288

5,740,338

Hyperion Therapeutics, Inc. (a)

121,500

2,766,555

Insmed, Inc. (a)

223,400

3,817,906

Intercept Pharmaceuticals, Inc. (a)

30,600

7,110,216

Isis Pharmaceuticals, Inc. (a)

224,457

6,955,922

Lion Biotechnologies, Inc. (a)

300,000

2,145,000

Medivation, Inc. (a)

64,800

4,810,104

Mirati Therapeutics, Inc. (a)

170,820

3,103,799

Novavax, Inc. (a)

1,218,200

5,274,806

Puma Biotechnology, Inc. (a)

36,600

8,114,952

Receptos, Inc. (a)

81,069

3,357,067

Repligen Corp. (a)

490,000

10,275,300

Stemline Therapeutics, Inc. (a)

104,500

1,338,645

Sunesis Pharmaceuticals, Inc. (a)(d)

550,600

3,622,948

Synageva BioPharma Corp. (a)(d)

109,200

7,470,372

Threshold Pharmaceuticals, Inc. (a)(d)

604,453

2,544,747

XOMA Corp. (a)

800,400

3,105,552

 

116,486,078

Health Care Equipment & Supplies - 4.0%

Accuray, Inc. (a)(d)

600,000

4,722,000

DexCom, Inc. (a)

100,000

3,768,000

Greatbatch, Inc. (a)

61,615

3,050,559

Ldr Holding Corp.

475,000

10,882,250

Novadaq Technologies, Inc. (a)

576,300

8,840,442

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

NxStage Medical, Inc. (a)

300,000

$ 4,005,000

Quidel Corp. (a)(d)

113,800

2,716,406

Steris Corp.

281,400

14,317,632

 

52,302,289

Health Care Providers & Services - 4.9%

Accretive Health, Inc. (a)

1,137,226

9,575,443

LifePoint Hospitals, Inc. (a)

80,000

5,737,600

Omnicare, Inc.

190,000

11,875,000

Select Medical Holdings Corp.

400,000

6,216,000

Team Health Holdings, Inc. (a)

454,400

25,696,318

Wellcare Health Plans, Inc. (a)

65,937

4,113,150

 

63,213,511

Health Care Technology - 1.3%

athenahealth, Inc. (a)(d)

45,000

5,598,000

MedAssets, Inc. (a)

530,000

11,257,200

 

16,855,200

Life Sciences Tools & Services - 2.4%

Bruker BioSciences Corp. (a)

323,700

7,357,701

Fluidigm Corp. (a)

246,000

7,042,980

ICON PLC (a)

190,000

9,842,000

Techne Corp.

78,888

7,361,828

 

31,604,509

Pharmaceuticals - 0.2%

Flamel Technologies SA sponsored ADR (a)

212,002

2,825,987

TOTAL HEALTH CARE

283,287,574

INDUSTRIALS - 16.0%

Aerospace & Defense - 2.4%

Esterline Technologies Corp. (a)

120,000

13,026,000

Teledyne Technologies, Inc. (a)

197,700

18,030,240

 

31,056,240

Air Freight & Logistics - 1.6%

Hub Group, Inc. Class A (a)

425,000

19,626,500

Park-Ohio Holdings Corp.

21,154

1,255,701

 

20,882,201

Airlines - 1.1%

Spirit Airlines, Inc. (a)

214,500

14,032,590

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 2.5%

KAR Auction Services, Inc.

691,900

$ 20,279,589

Msa Safety, Inc.

145,979

7,558,793

Multi-Color Corp.

131,853

5,191,053

 

33,029,435

Electrical Equipment - 0.3%

AZZ, Inc.

100,000

4,364,000

Machinery - 5.5%

Allison Transmission Holdings, Inc.

530,000

15,518,400

Crane Co.

160,000

10,977,600

ITT Corp.

213,812

9,828,938

Luxfer Holdings PLC sponsored ADR

413,066

7,852,385

Manitowoc Co., Inc.

260,000

6,905,600

NN, Inc.

36,870

1,069,230

Superior Drilling Products, Inc. (e)

1,294,115

8,049,395

Valmont Industries, Inc.

50,000

7,281,500

Woodward, Inc.

70,216

3,507,991

 

70,991,039

Professional Services - 2.3%

CBIZ, Inc. (a)

1,469,100

11,987,856

Huron Consulting Group, Inc. (a)

286,700

17,328,148

 

29,316,004

Road & Rail - 0.3%

Marten Transport Ltd.

159,359

3,225,426

TOTAL INDUSTRIALS

206,896,935

INFORMATION TECHNOLOGY - 22.7%

Communications Equipment - 0.3%

Plantronics, Inc.

100,000

4,697,000

Electronic Equipment & Components - 2.3%

CDW Corp.

280,000

8,649,200

Ingram Micro, Inc. Class A (a)

480,000

13,776,000

Neonode, Inc. (a)(d)

848,022

2,306,620

RealD, Inc. (a)

442,300

4,675,111

 

29,406,931

Internet Software & Services - 4.6%

comScore, Inc. (a)

290,641

10,518,298

Cvent, Inc. (d)

387,646

10,586,612

Demandware, Inc. (a)(d)

134,984

8,131,436

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

E2open, Inc. (a)(d)

657,094

$ 10,631,781

NIC, Inc.

358,940

6,055,318

Perficient, Inc. (a)

99,910

1,697,471

Stamps.com, Inc. (a)

383,796

12,139,467

 

59,760,383

IT Services - 4.7%

Computer Sciences Corp.

180,000

11,230,200

EVERTEC, Inc.

389,400

8,706,984

Global Payments, Inc.

240,500

16,659,435

Maximus, Inc.

206,900

8,557,384

Sapient Corp. (a)

797,200

11,766,672

Sykes Enterprises, Inc. (a)

176,953

3,662,927

 

60,583,602

Semiconductors & Semiconductor Equipment - 3.7%

Integrated Silicon Solution, Inc.

513,994

7,514,592

MKS Instruments, Inc.

170,000

5,402,600

Monolithic Power Systems, Inc.

269,900

11,130,676

PDF Solutions, Inc. (a)

631,672

12,102,836

Tessera Technologies, Inc.

450,000

11,434,500

 

47,585,204

Software - 5.6%

Aspen Technology, Inc. (a)

373,100

16,207,464

Cadence Design Systems, Inc. (a)

700,000

11,781,000

Evolving Systems, Inc.

300,000

2,964,000

Interactive Intelligence Group, Inc. (a)

364,733

16,547,936

Rovi Corp. (a)

430,000

10,049,100

SS&C Technologies Holdings, Inc. (a)

243,600

10,550,316

Vasco Data Security International, Inc. (a)

189,366

2,569,697

Verint Systems, Inc. (a)

36,660

1,720,820

 

72,390,333

Technology Hardware, Storage & Peripherals - 1.5%

Electronics for Imaging, Inc. (a)

375,100

16,530,657

Immersion Corp. (a)

253,470

3,459,866

 

19,990,523

TOTAL INFORMATION TECHNOLOGY

294,413,976

Common Stocks - continued

Shares

Value

MATERIALS - 6.0%

Chemicals - 2.7%

Cabot Corp.

147,146

$ 7,708,979

Cytec Industries, Inc.

100,000

10,085,000

PolyOne Corp.

450,000

17,077,500

 

34,871,479

Construction Materials - 0.9%

Eagle Materials, Inc.

133,168

12,094,318

Containers & Packaging - 2.4%

Graphic Packaging Holding Co. (a)

1,443,700

17,324,400

Silgan Holdings, Inc.

265,552

13,070,469

 

30,394,869

TOTAL MATERIALS

77,360,666

TELECOMMUNICATION SERVICES - 1.9%

Diversified Telecommunication Services - 1.9%

Cogent Communications Group, Inc.

400,000

13,884,000

inContact, Inc. (a)

1,300,000

10,387,000

 

24,271,000

UTILITIES - 0.5%

Independent Power and Renewable Electricity Producers - 0.5%

NextEra Energy Partners LP

206,500

7,029,260

TOTAL COMMON STOCKS

(Cost $1,189,621,783)


1,270,571,352

Money Market Funds - 3.9%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

4,831,978

4,831,978

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

45,930,575

45,930,575

TOTAL MONEY MARKET FUNDS

(Cost $50,762,553)


50,762,553

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $1,240,384,336)

1,321,333,905

NET OTHER ASSETS (LIABILITIES) - (1.9)%

(24,235,291)

NET ASSETS - 100%

$ 1,297,098,614

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 41,667

Fidelity Securities Lending Cash Central Fund

1,724,148

Total

$ 1,765,815

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Parametric Sound Corp.

$ 11,382,447

$ -

$ 9,334,036*

$ -

$ -

Superior Drilling Products, Inc.

-

5,573,300

-

-

8,049,395

Xtreme Drilling & Coil Services Corp.

14,769,740

7,453,947

13,187,684*

-

-

Zedi, Inc.

4,053,675

-

4,333,432

-

-

Total

$ 30,205,862

$ 13,027,247

$ 26,855,152

$ -

$ 8,049,395

* Includes the value of securities delivered through in-kind transactions.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $43,224,490) - See accompanying schedule:

Unaffiliated issuers (cost $1,184,048,483)

$ 1,262,521,957

 

Fidelity Central Funds (cost $50,762,553)

50,762,553

 

Other affiliated issuers (cost $5,573,300)

8,049,395

 

Total Investments (cost $1,240,384,336)

 

$ 1,321,333,905

Cash

 

1,077,543

Receivable for investments sold

70,156,652

Receivable for fund shares sold

1,080,689

Dividends receivable

432,657

Distributions receivable from Fidelity Central Funds

147,646

Receivable from investment adviser for expense reductions

744

Other receivables

26,021

Total assets

1,394,255,857

 

 

 

Liabilities

Payable for investments purchased

$ 46,312,173

Payable for fund shares redeemed

3,819,361

Accrued management fee

678,266

Distribution and service plan fees payable

77,290

Other affiliated payables

277,336

Other payables and accrued expenses

62,242

Collateral on securities loaned, at value

45,930,575

Total liabilities

97,157,243

 

 

 

Net Assets

$ 1,297,098,614

Net Assets consist of:

 

Paid in capital

$ 1,141,004,177

Accumulated net investment loss

(4,082,221)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

79,230,791

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

80,945,867

Net Assets

$ 1,297,098,614

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($88,821,558 ÷ 4,937,588 shares)

$ 17.99

 

 

 

Maximum offering price per share (100/94.25 of $17.99)

$ 19.09

Class T:
Net Asset Value
and redemption price per share ($42,586,335 ÷ 2,411,859 shares)

$ 17.66

 

 

 

Maximum offering price per share (100/96.50 of $17.66)

$ 18.30

Class B:
Net Asset Value
and offering price per share ($2,763,621 ÷ 163,933 shares)A

$ 16.86

 

 

 

Class C:
Net Asset Value
and offering price per share ($42,215,155 ÷ 2,515,912 shares)A

$ 16.78

 

 

 

Small Cap Growth:
Net Asset Value
, offering price and redemption price per share ($1,069,105,078 ÷ 57,935,831 shares)

$ 18.45

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($51,606,867 ÷ 2,791,390 shares)

$ 18.49

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 7,894,062

Interest

 

288

Income from Fidelity Central Funds (including $1,724,148 from security lending)

 

1,765,815

Total income

 

9,660,165

 

 

 

Expenses

Management fee
Basic fee

$ 11,347,434

Performance adjustment

(699,324)

Transfer agent fees

2,882,872

Distribution and service plan fees

874,291

Accounting and security lending fees

519,891

Custodian fees and expenses

71,344

Independent trustees' compensation

7,051

Registration fees

192,913

Audit

59,462

Legal

6,624

Interest

819

Miscellaneous

17,559

Total expenses before reductions

15,280,936

Expense reductions

(80,901)

15,200,035

Net investment income (loss)

(5,539,870)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

228,023,968

Redemption in-kind with affiliated entities (including
gain from other affiliated issuers of $4,613,051)

304,585,595

Other affiliated issuers

(398,906)

Foreign currency transactions

(13,148)

Futures contracts

(2,221,706)

Total net realized gain (loss)

 

529,975,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

(344,219,875)

Assets and liabilities in foreign currencies

691

Total change in net unrealized appreciation (depreciation)

 

(344,219,184)

Net gain (loss)

185,756,619

Net increase (decrease) in net assets resulting from operations

$ 180,216,749

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (5,539,870)

$ 2,185,197

Net realized gain (loss)

529,975,803

327,291,382

Change in net unrealized appreciation (depreciation)

(344,219,184)

244,679,550

Net increase (decrease) in net assets resulting
from operations

180,216,749

574,156,129

Distributions to shareholders from net realized gain

(306,246,236)

(122,560,447)

Share transactions - net increase (decrease)

(817,676,738)

(58,479,174)

Redemption fees

398,744

117,383

Total increase (decrease) in net assets

(943,307,481)

393,233,891

 

 

 

Net Assets

Beginning of period

2,240,406,095

1,847,172,204

End of period (including accumulated net investment loss of $4,082,221 and accumulated net investment loss of $0, respectively)

$ 1,297,098,614

$ 2,240,406,095

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.66

$ 15.87

$ 16.42

$ 12.66

$ 10.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.12)

  (.04)

  (.07) F

  (.07) G

  (.07) H

Net realized and unrealized gain (loss)

  1.69

  4.87

  (.16)

  3.84

  1.94

Total from investment operations

  1.57

  4.83

  (.23)

  3.77

  1.87

Distributions from net realized gain

  (3.24)

  (1.04)

  (.32)

  (.01) L

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.99

$ 19.66

$ 15.87

$ 16.42

$ 12.66

Total ReturnA, B

  8.58%

  32.20%

  (1.14)%

  29.78%

  17.33%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  1.22%

  1.24%

  1.35%

  1.25%

  1.35%

Expenses net of fee waivers, if any

  1.22%

  1.24%

  1.35%

  1.25%

  1.35%

Expenses net of all reductions

  1.22%

  1.22%

  1.34%

  1.23%

  1.34%

Net investment income (loss)

  (.62)%

  (.26)%

  (.49)% F

  (.47)% G

  (.56)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 88,822

$ 74,978

$ 59,684

$ 67,272

$ 50,620

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

L The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.38

$ 15.68

$ 16.27

$ 12.57

$ 10.74

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.16)

  (.09)

  (.11) F

  (.11) G

  (.10) H

Net realized and unrealized gain (loss)

  1.66

  4.82

  (.16)

  3.81

  1.93

Total from investment operations

  1.50

  4.73

  (.27)

  3.70

  1.83

Distributions from net realized gain

  (3.22)

  (1.03)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.66

$ 19.38

$ 15.68

$ 16.27

$ 12.57

Total ReturnA, B

  8.30%

  31.87%

  (1.41)%

  29.44%

  17.04%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  1.50%

  1.49%

  1.61%

  1.50%

  1.61%

Expenses net of fee waivers, if any

  1.50%

  1.49%

  1.61%

  1.50%

  1.61%

Expenses net of all reductions

  1.49%

  1.48%

  1.60%

  1.49%

  1.60%

Net investment income (loss)

  (.90)%

  (.52)%

  (.74)% F

  (.73)% G

  (.82)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 42,586

$ 34,686

$ 27,658

$ 30,764

$ 23,930

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.83)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.93)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.65

$ 15.19

$ 15.86

$ 12.30

$ 10.57

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.25)

  (.16)

  (.18) F

  (.18) G

  (.16) H

Net realized and unrealized gain (loss)

  1.60

  4.64

  (.17)

  3.74

  1.89

Total from investment operations

  1.35

  4.48

  (.35)

  3.56

  1.73

Distributions from net realized gain

  (3.14)

  (1.02)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.86

$ 18.65

$ 15.19

$ 15.86

$ 12.30

Total ReturnA, B

  7.73%

  31.25%

  (1.96)%

  28.94%

  16.37%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of fee waivers, if any

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of all reductions

  2.01%

  1.97%

  2.09%

  1.98%

  2.09%

Net investment income (loss)

  (1.41)%

  (1.01)%

  (1.23)% F

  (1.22)% G

  (1.32)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,764

$ 3,486

$ 4,123

$ 5,295

$ 5,142

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.42)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.62

$ 15.16

$ 15.83

$ 12.28

$ 10.55

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.25)

  (.16)

  (.18) F

  (.18) G

  (.16) H

Net realized and unrealized gain (loss)

  1.59

  4.64

  (.17)

  3.73

  1.89

Total from investment operations

  1.34

  4.48

  (.35)

  3.55

  1.73

Distributions from net realized gain

  (3.18)

  (1.02)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.78

$ 18.62

$ 15.16

$ 15.83

$ 12.28

Total ReturnA, B

  7.70%

  31.32%

  (1.96)%

  28.91%

  16.40%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of fee waivers, if any

  2.00%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of all reductions

  2.00%

  1.97%

  2.09%

  1.98%

  2.09%

Net investment income (loss)

  (1.41)%

  (1.01)%

  (1.24)% F

  (1.22)% G

  (1.32)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 42,215

$ 32,756

$ 24,683

$ 24,914

$ 18,091

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.42)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.07

$ 16.14

$ 16.65

$ 12.81

$ 10.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .01

  (.03) E

  (.03) F

  (.04) G

Net realized and unrealized gain (loss)

  1.71

  4.98

  (.16)

  3.90

  1.96

Total from investment operations

  1.65

  4.99

  (.19)

  3.87

  1.92

Distributions from net realized gain

  (3.27)

  (1.06)

  (.32)

  (.03) K

  -

Redemption fees added to paid in capital B, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.45

$ 20.07

$ 16.14

$ 16.65

$ 12.81

Total ReturnA

  8.87%

  32.74%

  (.88)%

  30.20%

  17.63%

Ratios to Average Net Assets C, H

 

 

 

 

Expenses before reductions

  .91%

  .90%

  1.03%

  .95%

  1.08%

Expenses net of fee waivers, if any

  .90%

  .90%

  1.03%

  .95%

  1.08%

Expenses net of all reductions

  .90%

  .88%

  1.02%

  .93%

  1.07%

Net investment income (loss)

  (.31)%

  .08%

  (.16)% E

  (.17)% F

  (.29)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,069,105

$ 1,315,659

$ 1,166,101

$ 1,382,688

$ 1,204,818

Portfolio turnover rate D

  148% J

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.39)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

K The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.10

$ 16.17

$ 16.68

$ 12.83

$ 10.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .01

  (.03) E

  (.03) F

  (.03) G

Net realized and unrealized gain (loss)

  1.72

  4.98

  (.16)

  3.91

  1.95

Total from investment operations

  1.66

  4.99

  (.19)

  3.88

  1.92

Distributions from net realized gain

  (3.27)

  (1.06)

  (.32)

  (.03) K

  -

Redemption fees added to paid in capital B, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.49

$ 20.10

$ 16.17

$ 16.68

$ 12.83

Total ReturnA

  8.89%

  32.65%

  (.88)%

  30.24%

  17.60%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .92%

  .92%

  1.06%

  .94%

  1.03%

Expenses net of fee waivers, if any

  .92%

  .92%

  1.06%

  .94%

  1.03%

Expenses net of all reductions

  .92%

  .91%

  1.05%

  .93%

  1.02%

Net investment income (loss)

  (.32)%

  .06%

  (.19)% E

  (.17)% F

  (.24)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 51,607

$ 51,158

$ 36,694

$ 41,440

$ 25,650

Portfolio turnover rateD

  148% J

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.30)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

K The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity® Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund offered Class F shares during the period June 26, 2009 through November 15, 2013, and all outstanding shares were redeemed by November 15, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to in-kind transactions, futures transactions, foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 133,804,925

Gross unrealized depreciation

(55,161,096)

Net unrealized appreciation (depreciation) on securities

$ 78,643,829

 

 

Tax Cost

$ 1,242,690,076

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 81,536,530

Net unrealized appreciation (depreciation) on securities and other investments

$ 78,640,127

The Fund intends to elect to defer to its next fiscal year $4,082,221 of ordinary losses recognized during the period January 1, 2014 to July 31, 2014.

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 106,613,332

$ 5,191,398

Long-term Capital Gains

199,632,904

117,369,049

Total

$ 306,246,236

$ 122,560,447

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $(2,221,706) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $2,507,771,818 and $2,337,256,072, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .66% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 218,076

$ 4,628

Class T

.25%

.25%

210,598

-

Class B

.75%

.25%

32,670

24,728

Class C

.75%

.25%

412,947

83,407

 

 

 

$ 874,291

$ 112,763

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 58,222

Class T

14,217

Class B*

1,899

Class C*

4,695

 

$ 79,033

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 229,497

.26

Class T

120,469

.29

Class B

9,848

.30

Class C

121,452

.29

Small Cap Growth

2,290,179

.20

Institutional Class

111,427

.21

 

$ 2,882,872

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $89,841 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 8,287,364

.32%

$ 819

Redemptions In-Kind. During the period, 70,585,530 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,380,652,586. The net realized gain of $304,585,595 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of the in-kind redemption is included in share transactions in the accompanying Statement of Changes

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind - continued

in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,899 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $68,452 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $56,370 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $86.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $24,445.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014 A

2013

From net realized gain

 

 

Class A

$ 13,043,180

$ 3,855,020

Class T

6,310,012

1,778,904

Class B

574,582

260,524

Class C

6,249,863

1,656,727

Small Cap Growth

191,545,684

74,940,038

Class F

80,609,253

37,680,389

Institutional Class

7,913,662

2,388,845

Total

$ 306,246,236

$ 122,560,447

A All Class F shares were redeemed on November 15, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Class A

 

 

 

 

Shares sold

1,706,264

969,311

$ 32,017,468

$ 16,711,827

Reinvestment of distributions

685,582

231,282

12,377,436

3,646,231

Shares redeemed

(1,267,150)

(1,149,326)

(23,663,751)

(19,219,034)

Net increase (decrease)

1,124,696

51,267

$ 20,731,153

$ 1,139,024

Class T

 

 

 

 

Shares sold

787,491

457,321

$ 14,539,628

$ 7,743,595

Reinvestment of distributions

341,036

106,640

6,061,090

1,660,117

Shares redeemed

(506,140)

(538,707)

(9,192,820)

(8,802,237)

Net increase (decrease)

622,387

25,254

$ 11,407,898

$ 601,475

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Class B

 

 

 

 

Shares sold

11,205

6,696

$ 198,217

$ 106,485

Reinvestment of distributions

32,147

16,337

548,598

246,159

Shares redeemed

(66,282)

(107,598)

(1,168,208)

(1,730,845)

Net increase (decrease)

(22,930)

(84,565)

$ (421,393)

$ (1,378,201)

Class C

 

 

 

 

Shares sold

918,904

456,788

$ 16,220,240

$ 7,531,447

Reinvestment of distributions

347,970

103,215

5,911,022

1,550,542

Shares redeemed

(510,512)

(428,305)

(8,883,388)

(6,821,754)

Net increase (decrease)

756,362

131,698

$ 13,247,874

$ 2,260,235

Small Cap Growth

 

 

 

 

Shares sold

30,614,664

10,379,088

$ 589,831,022

$ 182,249,151

Reinvestment of distributions

10,184,956

4,595,875

187,557,177

73,721,316

Shares redeemed

(48,426,256) B

(21,652,202)

(934,113,968) B

(371,997,767)

Net increase (decrease)

(7,626,636)

(6,677,239)

$ (156,725,769)

$ (116,027,300)

Class F

 

 

 

 

Shares sold

768,083

7,670,010

$ 15,293,461

$ 131,231,307

Reinvestment of distributions

4,357,257

2,336,095

80,609,253

37,680,389

Shares redeemed

(41,060,113) B

(6,554,937)

(806,457,595) B

(118,928,973)

Net increase (decrease)

(35,934,773)

3,451,168

$ (710,554,881)

$ 49,982,723

Institutional Class

 

 

 

 

Shares sold

933,934

727,207

$ 18,129,031

$ 12,757,998

Reinvestment of distributions

381,830

128,780

7,062,159

2,069,290

Shares redeemed

(1,069,577)

(580,321)

(20,552,810)

(9,884,418)

Net increase (decrease)

246,187

275,666

$ 4,638,380

$ 4,942,870

A All Class F shares were redeemed on November 15, 2013.

B Amount includes in-kind redemptions (see Note 6: Redemptions In-Kind).

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).]

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Growth Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Institutional Class

09/15/14

09/12/14

$1.188

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $155,260,658, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 7% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 10% of the dividends distributed during the fiscal year as
amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in November 2011.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

bfr2727403

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Small Cap Growth Fund

bfr2727405

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of Class T ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCPI-UANN-0914
1.803721.109

Fidelity®

Small Cap Growth

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® Small Cap Growth Fund

8.87%

17.01%

10.35%

A From November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Growth Fund, a class of the fund, on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Patrick Venanzi Portfolio Manager of Fidelity® Small Cap Growth Fund: For the year, the fund's Retail Class shares rose 8.87%, performing in line with the 8.93% gain of the Russell 2000® Growth Index. Relative to the index, the fund's top individual contributor was bioprocessing firm Repligen, a position I established during the period. Repligen has a terrific competitive position in several consumable products used to manufacture biologics, a class of drugs that I see as well-poised to outgrow the overall pharmaceuticals industry for years to come. Elsewhere, shares of Spirit Airlines rose more than 90% the past year, and our large overweighting helped results. I still like the story behind Spirit, but I nevertheless reduced our position as the stock climbed. Apparel retailer G-III Apparel Group also added value, as the company's shares gained on management's excellent execution in new categories, as well as the extremely cold weather. Conversely, BioScrip, a provider of home infusion services whereby patients can receive intravenous drugs without a visit to the hospital, was our largest individual detractor. The stock stumbled as the firm encountered challenges integrating two recent acquisitions, and I sold our stake. The fund also suffered by underweighting or not owning two stocks in the benchmark that did particularly well, Puma Biotechnology and solar panel manufacturer SunEdison, respectively.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 961.50

$ 5.98

HypotheticalA

 

$ 1,000.00

$ 1,018.70

$ 6.16

Class T

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 960.30

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.31

$ 7.55

Class B

2.03%

 

 

 

Actual

 

$ 1,000.00

$ 958.00

$ 9.86

HypotheticalA

 

$ 1,000.00

$ 1,014.73

$ 10.14

Class C

2.02%

 

 

 

Actual

 

$ 1,000.00

$ 957.80

$ 9.81

HypotheticalA

 

$ 1,000.00

$ 1,014.78

$ 10.09

Small Cap Growth

.93%

 

 

 

Actual

 

$ 1,000.00

$ 962.90

$ 4.53

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Institutional Class

.94%

 

 

 

Actual

 

$ 1,000.00

$ 963.00

$ 4.58

HypotheticalA

 

$ 1,000.00

$ 1,020.13

$ 4.71

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Team Health Holdings, Inc.

2.0

0.0

KAR Auction Services, Inc.

1.5

1.2

Hub Group, Inc. Class A

1.5

0.0

G-III Apparel Group Ltd.

1.5

1.0

Teledyne Technologies, Inc.

1.4

0.8

Huron Consulting Group, Inc.

1.4

1.1

Graphic Packaging Holding Co.

1.4

0.9

Service Corp. International

1.3

1.0

PolyOne Corp.

1.3

0.0

Global Payments, Inc.

1.3

0.7

 

14.6

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

22.7

23.9

Health Care

21.8

20.2

Industrials

16.0

15.9

Consumer Discretionary

13.5

13.5

Financials

6.8

8.4

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

bfr2727372

Stocks 98.0%

 

bfr2727372

Stocks and
Equity Futures 97.4%

 

bfr2727375

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.0%

 

bfr2727375

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.6%

 

* Foreign investments

5.8%

 

** Foreign investments

5.0%

 

bfr2727424

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 98.0%

Shares

Value

CONSUMER DISCRETIONARY - 13.5%

Auto Components - 2.9%

Standard Motor Products, Inc.

265,717

$ 9,579,098

Tenneco, Inc. (a)

220,300

14,033,110

Visteon Corp. (a)

145,000

13,847,500

 

37,459,708

Diversified Consumer Services - 1.3%

Service Corp. International

820,300

17,226,300

Household Durables - 0.8%

Universal Electronics, Inc. (a)

230,114

10,960,330

Internet & Catalog Retail - 0.6%

HomeAway, Inc. (a)

240,000

8,332,800

Leisure Products - 1.7%

Brunswick Corp.

252,600

10,187,358

Malibu Boats, Inc. Class A (a)

590,000

11,357,500

 

21,544,858

Media - 0.9%

Cablevision Systems Corp. - NY Group Class A

200,000

3,844,000

Live Nation Entertainment, Inc. (a)

350,000

8,123,500

 

11,967,500

Multiline Retail - 1.6%

Burlington Stores, Inc.

170,000

5,564,100

Dillard's, Inc. Class A

100,000

11,922,000

Tuesday Morning Corp. (a)

163,789

2,695,967

 

20,182,067

Textiles, Apparel & Luxury Goods - 3.7%

G-III Apparel Group Ltd. (a)

245,300

19,052,451

Iconix Brand Group, Inc. (a)

223,800

9,451,074

Steven Madden Ltd. (a)

283,000

9,013,550

Vera Bradley, Inc. (a)

500,000

9,915,000

 

47,432,075

TOTAL CONSUMER DISCRETIONARY

175,105,638

CONSUMER STAPLES - 4.0%

Food Products - 1.5%

Darling International, Inc. (a)

600,000

11,232,000

Ingredion, Inc.

100,000

7,363,000

 

18,595,000

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 1.2%

Spectrum Brands Holdings, Inc.

190,000

$ 15,846,000

Personal Products - 1.3%

Inter Parfums, Inc.

276,185

7,216,714

MediFast, Inc. (a)

350,000

10,048,500

 

17,265,214

TOTAL CONSUMER STAPLES

51,706,214

ENERGY - 4.8%

Energy Equipment & Services - 1.3%

Dril-Quip, Inc. (a)

59,900

6,036,123

Xtreme Drilling & Coil Services Corp. (a)

2,541,700

11,095,971

 

17,132,094

Oil, Gas & Consumable Fuels - 3.5%

Golar LNG Ltd. (d)

140,000

8,625,400

MPLX LP

161,157

9,145,660

Phillips 66 Partners LP

171,525

10,969,024

StealthGas, Inc. (a)

600,000

6,420,000

Valero Energy Partners LP

210,000

9,760,800

 

44,920,884

TOTAL ENERGY

62,052,978

FINANCIALS - 6.8%

Banks - 2.5%

Banner Bank

110,284

4,437,828

Investors Bancorp, Inc.

1,100,000

11,385,000

Lakeland Financial Corp.

203,700

7,412,643

Pacific Premier Bancorp, Inc. (a)

648,586

9,274,780

 

32,510,251

Capital Markets - 1.7%

E*TRADE Financial Corp. (a)

310,200

6,520,404

FXCM, Inc. Class A (d)

311,264

4,239,416

Lazard Ltd. Class A

215,000

11,244,500

 

22,004,320

Consumer Finance - 0.5%

Portfolio Recovery Associates, Inc. (a)

100,000

5,896,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - 1.2%

Amerisafe, Inc.

106,448

$ 3,895,997

Primerica, Inc.

264,219

12,175,212

 

16,071,209

Thrifts & Mortgage Finance - 0.9%

Meridian Bancorp, Inc. (a)

1,101,780

11,965,331

TOTAL FINANCIALS

88,447,111

HEALTH CARE - 21.8%

Biotechnology - 9.0%

BioCryst Pharmaceuticals, Inc. (a)

500,000

6,260,000

Celldex Therapeutics, Inc. (a)(d)

293,400

3,840,606

Chimerix, Inc. (a)

210,100

4,773,472

Cubist Pharmaceuticals, Inc.

41,262

2,512,856

Dyax Corp. (a)

650,000

6,123,000

Exact Sciences Corp. (a)(d)

731,705

11,421,915

Genomic Health, Inc. (a)(d)

225,288

5,740,338

Hyperion Therapeutics, Inc. (a)

121,500

2,766,555

Insmed, Inc. (a)

223,400

3,817,906

Intercept Pharmaceuticals, Inc. (a)

30,600

7,110,216

Isis Pharmaceuticals, Inc. (a)

224,457

6,955,922

Lion Biotechnologies, Inc. (a)

300,000

2,145,000

Medivation, Inc. (a)

64,800

4,810,104

Mirati Therapeutics, Inc. (a)

170,820

3,103,799

Novavax, Inc. (a)

1,218,200

5,274,806

Puma Biotechnology, Inc. (a)

36,600

8,114,952

Receptos, Inc. (a)

81,069

3,357,067

Repligen Corp. (a)

490,000

10,275,300

Stemline Therapeutics, Inc. (a)

104,500

1,338,645

Sunesis Pharmaceuticals, Inc. (a)(d)

550,600

3,622,948

Synageva BioPharma Corp. (a)(d)

109,200

7,470,372

Threshold Pharmaceuticals, Inc. (a)(d)

604,453

2,544,747

XOMA Corp. (a)

800,400

3,105,552

 

116,486,078

Health Care Equipment & Supplies - 4.0%

Accuray, Inc. (a)(d)

600,000

4,722,000

DexCom, Inc. (a)

100,000

3,768,000

Greatbatch, Inc. (a)

61,615

3,050,559

Ldr Holding Corp.

475,000

10,882,250

Novadaq Technologies, Inc. (a)

576,300

8,840,442

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

NxStage Medical, Inc. (a)

300,000

$ 4,005,000

Quidel Corp. (a)(d)

113,800

2,716,406

Steris Corp.

281,400

14,317,632

 

52,302,289

Health Care Providers & Services - 4.9%

Accretive Health, Inc. (a)

1,137,226

9,575,443

LifePoint Hospitals, Inc. (a)

80,000

5,737,600

Omnicare, Inc.

190,000

11,875,000

Select Medical Holdings Corp.

400,000

6,216,000

Team Health Holdings, Inc. (a)

454,400

25,696,318

Wellcare Health Plans, Inc. (a)

65,937

4,113,150

 

63,213,511

Health Care Technology - 1.3%

athenahealth, Inc. (a)(d)

45,000

5,598,000

MedAssets, Inc. (a)

530,000

11,257,200

 

16,855,200

Life Sciences Tools & Services - 2.4%

Bruker BioSciences Corp. (a)

323,700

7,357,701

Fluidigm Corp. (a)

246,000

7,042,980

ICON PLC (a)

190,000

9,842,000

Techne Corp.

78,888

7,361,828

 

31,604,509

Pharmaceuticals - 0.2%

Flamel Technologies SA sponsored ADR (a)

212,002

2,825,987

TOTAL HEALTH CARE

283,287,574

INDUSTRIALS - 16.0%

Aerospace & Defense - 2.4%

Esterline Technologies Corp. (a)

120,000

13,026,000

Teledyne Technologies, Inc. (a)

197,700

18,030,240

 

31,056,240

Air Freight & Logistics - 1.6%

Hub Group, Inc. Class A (a)

425,000

19,626,500

Park-Ohio Holdings Corp.

21,154

1,255,701

 

20,882,201

Airlines - 1.1%

Spirit Airlines, Inc. (a)

214,500

14,032,590

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 2.5%

KAR Auction Services, Inc.

691,900

$ 20,279,589

Msa Safety, Inc.

145,979

7,558,793

Multi-Color Corp.

131,853

5,191,053

 

33,029,435

Electrical Equipment - 0.3%

AZZ, Inc.

100,000

4,364,000

Machinery - 5.5%

Allison Transmission Holdings, Inc.

530,000

15,518,400

Crane Co.

160,000

10,977,600

ITT Corp.

213,812

9,828,938

Luxfer Holdings PLC sponsored ADR

413,066

7,852,385

Manitowoc Co., Inc.

260,000

6,905,600

NN, Inc.

36,870

1,069,230

Superior Drilling Products, Inc. (e)

1,294,115

8,049,395

Valmont Industries, Inc.

50,000

7,281,500

Woodward, Inc.

70,216

3,507,991

 

70,991,039

Professional Services - 2.3%

CBIZ, Inc. (a)

1,469,100

11,987,856

Huron Consulting Group, Inc. (a)

286,700

17,328,148

 

29,316,004

Road & Rail - 0.3%

Marten Transport Ltd.

159,359

3,225,426

TOTAL INDUSTRIALS

206,896,935

INFORMATION TECHNOLOGY - 22.7%

Communications Equipment - 0.3%

Plantronics, Inc.

100,000

4,697,000

Electronic Equipment & Components - 2.3%

CDW Corp.

280,000

8,649,200

Ingram Micro, Inc. Class A (a)

480,000

13,776,000

Neonode, Inc. (a)(d)

848,022

2,306,620

RealD, Inc. (a)

442,300

4,675,111

 

29,406,931

Internet Software & Services - 4.6%

comScore, Inc. (a)

290,641

10,518,298

Cvent, Inc. (d)

387,646

10,586,612

Demandware, Inc. (a)(d)

134,984

8,131,436

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

E2open, Inc. (a)(d)

657,094

$ 10,631,781

NIC, Inc.

358,940

6,055,318

Perficient, Inc. (a)

99,910

1,697,471

Stamps.com, Inc. (a)

383,796

12,139,467

 

59,760,383

IT Services - 4.7%

Computer Sciences Corp.

180,000

11,230,200

EVERTEC, Inc.

389,400

8,706,984

Global Payments, Inc.

240,500

16,659,435

Maximus, Inc.

206,900

8,557,384

Sapient Corp. (a)

797,200

11,766,672

Sykes Enterprises, Inc. (a)

176,953

3,662,927

 

60,583,602

Semiconductors & Semiconductor Equipment - 3.7%

Integrated Silicon Solution, Inc.

513,994

7,514,592

MKS Instruments, Inc.

170,000

5,402,600

Monolithic Power Systems, Inc.

269,900

11,130,676

PDF Solutions, Inc. (a)

631,672

12,102,836

Tessera Technologies, Inc.

450,000

11,434,500

 

47,585,204

Software - 5.6%

Aspen Technology, Inc. (a)

373,100

16,207,464

Cadence Design Systems, Inc. (a)

700,000

11,781,000

Evolving Systems, Inc.

300,000

2,964,000

Interactive Intelligence Group, Inc. (a)

364,733

16,547,936

Rovi Corp. (a)

430,000

10,049,100

SS&C Technologies Holdings, Inc. (a)

243,600

10,550,316

Vasco Data Security International, Inc. (a)

189,366

2,569,697

Verint Systems, Inc. (a)

36,660

1,720,820

 

72,390,333

Technology Hardware, Storage & Peripherals - 1.5%

Electronics for Imaging, Inc. (a)

375,100

16,530,657

Immersion Corp. (a)

253,470

3,459,866

 

19,990,523

TOTAL INFORMATION TECHNOLOGY

294,413,976

Common Stocks - continued

Shares

Value

MATERIALS - 6.0%

Chemicals - 2.7%

Cabot Corp.

147,146

$ 7,708,979

Cytec Industries, Inc.

100,000

10,085,000

PolyOne Corp.

450,000

17,077,500

 

34,871,479

Construction Materials - 0.9%

Eagle Materials, Inc.

133,168

12,094,318

Containers & Packaging - 2.4%

Graphic Packaging Holding Co. (a)

1,443,700

17,324,400

Silgan Holdings, Inc.

265,552

13,070,469

 

30,394,869

TOTAL MATERIALS

77,360,666

TELECOMMUNICATION SERVICES - 1.9%

Diversified Telecommunication Services - 1.9%

Cogent Communications Group, Inc.

400,000

13,884,000

inContact, Inc. (a)

1,300,000

10,387,000

 

24,271,000

UTILITIES - 0.5%

Independent Power and Renewable Electricity Producers - 0.5%

NextEra Energy Partners LP

206,500

7,029,260

TOTAL COMMON STOCKS

(Cost $1,189,621,783)


1,270,571,352

Money Market Funds - 3.9%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

4,831,978

4,831,978

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

45,930,575

45,930,575

TOTAL MONEY MARKET FUNDS

(Cost $50,762,553)


50,762,553

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $1,240,384,336)

1,321,333,905

NET OTHER ASSETS (LIABILITIES) - (1.9)%

(24,235,291)

NET ASSETS - 100%

$ 1,297,098,614

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 41,667

Fidelity Securities Lending Cash Central Fund

1,724,148

Total

$ 1,765,815

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Parametric Sound Corp.

$ 11,382,447

$ -

$ 9,334,036*

$ -

$ -

Superior Drilling Products, Inc.

-

5,573,300

-

-

8,049,395

Xtreme Drilling & Coil Services Corp.

14,769,740

7,453,947

13,187,684*

-

-

Zedi, Inc.

4,053,675

-

4,333,432

-

-

Total

$ 30,205,862

$ 13,027,247

$ 26,855,152

$ -

$ 8,049,395

* Includes the value of securities delivered through in-kind transactions.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $43,224,490) - See accompanying schedule:

Unaffiliated issuers (cost $1,184,048,483)

$ 1,262,521,957

 

Fidelity Central Funds (cost $50,762,553)

50,762,553

 

Other affiliated issuers (cost $5,573,300)

8,049,395

 

Total Investments (cost $1,240,384,336)

 

$ 1,321,333,905

Cash

 

1,077,543

Receivable for investments sold

70,156,652

Receivable for fund shares sold

1,080,689

Dividends receivable

432,657

Distributions receivable from Fidelity Central Funds

147,646

Receivable from investment adviser for expense reductions

744

Other receivables

26,021

Total assets

1,394,255,857

 

 

 

Liabilities

Payable for investments purchased

$ 46,312,173

Payable for fund shares redeemed

3,819,361

Accrued management fee

678,266

Distribution and service plan fees payable

77,290

Other affiliated payables

277,336

Other payables and accrued expenses

62,242

Collateral on securities loaned, at value

45,930,575

Total liabilities

97,157,243

 

 

 

Net Assets

$ 1,297,098,614

Net Assets consist of:

 

Paid in capital

$ 1,141,004,177

Accumulated net investment loss

(4,082,221)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

79,230,791

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

80,945,867

Net Assets

$ 1,297,098,614

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($88,821,558 ÷ 4,937,588 shares)

$ 17.99

 

 

 

Maximum offering price per share (100/94.25 of $17.99)

$ 19.09

Class T:
Net Asset Value
and redemption price per share ($42,586,335 ÷ 2,411,859 shares)

$ 17.66

 

 

 

Maximum offering price per share (100/96.50 of $17.66)

$ 18.30

Class B:
Net Asset Value
and offering price per share ($2,763,621 ÷ 163,933 shares)A

$ 16.86

 

 

 

Class C:
Net Asset Value
and offering price per share ($42,215,155 ÷ 2,515,912 shares)A

$ 16.78

 

 

 

Small Cap Growth:
Net Asset Value
, offering price and redemption price per share ($1,069,105,078 ÷ 57,935,831 shares)

$ 18.45

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($51,606,867 ÷ 2,791,390 shares)

$ 18.49

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 7,894,062

Interest

 

288

Income from Fidelity Central Funds (including $1,724,148 from security lending)

 

1,765,815

Total income

 

9,660,165

 

 

 

Expenses

Management fee
Basic fee

$ 11,347,434

Performance adjustment

(699,324)

Transfer agent fees

2,882,872

Distribution and service plan fees

874,291

Accounting and security lending fees

519,891

Custodian fees and expenses

71,344

Independent trustees' compensation

7,051

Registration fees

192,913

Audit

59,462

Legal

6,624

Interest

819

Miscellaneous

17,559

Total expenses before reductions

15,280,936

Expense reductions

(80,901)

15,200,035

Net investment income (loss)

(5,539,870)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

228,023,968

Redemption in-kind with affiliated entities (including
gain from other affiliated issuers of $4,613,051)

304,585,595

Other affiliated issuers

(398,906)

Foreign currency transactions

(13,148)

Futures contracts

(2,221,706)

Total net realized gain (loss)

 

529,975,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

(344,219,875)

Assets and liabilities in foreign currencies

691

Total change in net unrealized appreciation (depreciation)

 

(344,219,184)

Net gain (loss)

185,756,619

Net increase (decrease) in net assets resulting from operations

$ 180,216,749

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (5,539,870)

$ 2,185,197

Net realized gain (loss)

529,975,803

327,291,382

Change in net unrealized appreciation (depreciation)

(344,219,184)

244,679,550

Net increase (decrease) in net assets resulting
from operations

180,216,749

574,156,129

Distributions to shareholders from net realized gain

(306,246,236)

(122,560,447)

Share transactions - net increase (decrease)

(817,676,738)

(58,479,174)

Redemption fees

398,744

117,383

Total increase (decrease) in net assets

(943,307,481)

393,233,891

 

 

 

Net Assets

Beginning of period

2,240,406,095

1,847,172,204

End of period (including accumulated net investment loss of $4,082,221 and accumulated net investment loss of $0, respectively)

$ 1,297,098,614

$ 2,240,406,095

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.66

$ 15.87

$ 16.42

$ 12.66

$ 10.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.12)

  (.04)

  (.07) F

  (.07) G

  (.07) H

Net realized and unrealized gain (loss)

  1.69

  4.87

  (.16)

  3.84

  1.94

Total from investment operations

  1.57

  4.83

  (.23)

  3.77

  1.87

Distributions from net realized gain

  (3.24)

  (1.04)

  (.32)

  (.01) L

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.99

$ 19.66

$ 15.87

$ 16.42

$ 12.66

Total ReturnA, B

  8.58%

  32.20%

  (1.14)%

  29.78%

  17.33%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  1.22%

  1.24%

  1.35%

  1.25%

  1.35%

Expenses net of fee waivers, if any

  1.22%

  1.24%

  1.35%

  1.25%

  1.35%

Expenses net of all reductions

  1.22%

  1.22%

  1.34%

  1.23%

  1.34%

Net investment income (loss)

  (.62)%

  (.26)%

  (.49)% F

  (.47)% G

  (.56)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 88,822

$ 74,978

$ 59,684

$ 67,272

$ 50,620

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

L The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.38

$ 15.68

$ 16.27

$ 12.57

$ 10.74

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.16)

  (.09)

  (.11) F

  (.11) G

  (.10) H

Net realized and unrealized gain (loss)

  1.66

  4.82

  (.16)

  3.81

  1.93

Total from investment operations

  1.50

  4.73

  (.27)

  3.70

  1.83

Distributions from net realized gain

  (3.22)

  (1.03)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 17.66

$ 19.38

$ 15.68

$ 16.27

$ 12.57

Total ReturnA, B

  8.30%

  31.87%

  (1.41)%

  29.44%

  17.04%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  1.50%

  1.49%

  1.61%

  1.50%

  1.61%

Expenses net of fee waivers, if any

  1.50%

  1.49%

  1.61%

  1.50%

  1.61%

Expenses net of all reductions

  1.49%

  1.48%

  1.60%

  1.49%

  1.60%

Net investment income (loss)

  (.90)%

  (.52)%

  (.74)% F

  (.73)% G

  (.82)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 42,586

$ 34,686

$ 27,658

$ 30,764

$ 23,930

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.83)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.93)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.65

$ 15.19

$ 15.86

$ 12.30

$ 10.57

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.25)

  (.16)

  (.18) F

  (.18) G

  (.16) H

Net realized and unrealized gain (loss)

  1.60

  4.64

  (.17)

  3.74

  1.89

Total from investment operations

  1.35

  4.48

  (.35)

  3.56

  1.73

Distributions from net realized gain

  (3.14)

  (1.02)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.86

$ 18.65

$ 15.19

$ 15.86

$ 12.30

Total ReturnA, B

  7.73%

  31.25%

  (1.96)%

  28.94%

  16.37%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of fee waivers, if any

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of all reductions

  2.01%

  1.97%

  2.09%

  1.98%

  2.09%

Net investment income (loss)

  (1.41)%

  (1.01)%

  (1.23)% F

  (1.22)% G

  (1.32)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,764

$ 3,486

$ 4,123

$ 5,295

$ 5,142

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.42)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.62

$ 15.16

$ 15.83

$ 12.28

$ 10.55

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.25)

  (.16)

  (.18) F

  (.18) G

  (.16) H

Net realized and unrealized gain (loss)

  1.59

  4.64

  (.17)

  3.73

  1.89

Total from investment operations

  1.34

  4.48

  (.35)

  3.55

  1.73

Distributions from net realized gain

  (3.18)

  (1.02)

  (.32)

  -

  -

Redemption fees added to paid in capital C, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 16.78

$ 18.62

$ 15.16

$ 15.83

$ 12.28

Total ReturnA, B

  7.70%

  31.32%

  (1.96)%

  28.91%

  16.40%

Ratios to Average Net Assets D, I

 

 

 

 

 

Expenses before reductions

  2.01%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of fee waivers, if any

  2.00%

  1.99%

  2.10%

  2.00%

  2.11%

Expenses net of all reductions

  2.00%

  1.97%

  2.09%

  1.98%

  2.09%

Net investment income (loss)

  (1.41)%

  (1.01)%

  (1.24)% F

  (1.22)% G

  (1.32)% H

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 42,215

$ 32,756

$ 24,683

$ 24,914

$ 18,091

Portfolio turnover rate E

  148% K

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36)%.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.42)%.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.07

$ 16.14

$ 16.65

$ 12.81

$ 10.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .01

  (.03) E

  (.03) F

  (.04) G

Net realized and unrealized gain (loss)

  1.71

  4.98

  (.16)

  3.90

  1.96

Total from investment operations

  1.65

  4.99

  (.19)

  3.87

  1.92

Distributions from net realized gain

  (3.27)

  (1.06)

  (.32)

  (.03) K

  -

Redemption fees added to paid in capital B, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.45

$ 20.07

$ 16.14

$ 16.65

$ 12.81

Total ReturnA

  8.87%

  32.74%

  (.88)%

  30.20%

  17.63%

Ratios to Average Net Assets C, H

 

 

 

 

Expenses before reductions

  .91%

  .90%

  1.03%

  .95%

  1.08%

Expenses net of fee waivers, if any

  .90%

  .90%

  1.03%

  .95%

  1.08%

Expenses net of all reductions

  .90%

  .88%

  1.02%

  .93%

  1.07%

Net investment income (loss)

  (.31)%

  .08%

  (.16)% E

  (.17)% F

  (.29)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,069,105

$ 1,315,659

$ 1,166,101

$ 1,382,688

$ 1,204,818

Portfolio turnover rate D

  148% J

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.39)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

K The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.10

$ 16.17

$ 16.68

$ 12.83

$ 10.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  (.06)

  .01

  (.03) E

  (.03) F

  (.03) G

Net realized and unrealized gain (loss)

  1.72

  4.98

  (.16)

  3.91

  1.95

Total from investment operations

  1.66

  4.99

  (.19)

  3.88

  1.92

Distributions from net realized gain

  (3.27)

  (1.06)

  (.32)

  (.03) K

  -

Redemption fees added to paid in capital B, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.49

$ 20.10

$ 16.17

$ 16.68

$ 12.83

Total ReturnA

  8.89%

  32.65%

  (.88)%

  30.24%

  17.60%

Ratios to Average Net Assets C, H

 

 

 

 

 

Expenses before reductions

  .92%

  .92%

  1.06%

  .94%

  1.03%

Expenses net of fee waivers, if any

  .92%

  .92%

  1.06%

  .94%

  1.03%

Expenses net of all reductions

  .92%

  .91%

  1.05%

  .93%

  1.02%

Net investment income (loss)

  (.32)%

  .06%

  (.19)% E

  (.17)% F

  (.24)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 51,607

$ 51,158

$ 36,694

$ 41,440

$ 25,650

Portfolio turnover rateD

  148% J

  142%

  150%

  106%

  105%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.30)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

K The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity® Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund offered Class F shares during the period June 26, 2009 through November 15, 2013, and all outstanding shares were redeemed by November 15, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to in-kind transactions, futures transactions, foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 133,804,925

Gross unrealized depreciation

(55,161,096)

Net unrealized appreciation (depreciation) on securities

$ 78,643,829

 

 

Tax Cost

$ 1,242,690,076

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 81,536,530

Net unrealized appreciation (depreciation) on securities and other investments

$ 78,640,127

The Fund intends to elect to defer to its next fiscal year $4,082,221 of ordinary losses recognized during the period January 1, 2014 to July 31, 2014.

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 106,613,332

$ 5,191,398

Long-term Capital Gains

199,632,904

117,369,049

Total

$ 306,246,236

$ 122,560,447

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $(2,221,706) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $2,507,771,818 and $2,337,256,072, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .66% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 218,076

$ 4,628

Class T

.25%

.25%

210,598

-

Class B

.75%

.25%

32,670

24,728

Class C

.75%

.25%

412,947

83,407

 

 

 

$ 874,291

$ 112,763

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 58,222

Class T

14,217

Class B*

1,899

Class C*

4,695

 

$ 79,033

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 229,497

.26

Class T

120,469

.29

Class B

9,848

.30

Class C

121,452

.29

Small Cap Growth

2,290,179

.20

Institutional Class

111,427

.21

 

$ 2,882,872

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $89,841 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 8,287,364

.32%

$ 819

Redemptions In-Kind. During the period, 70,585,530 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,380,652,586. The net realized gain of $304,585,595 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of the in-kind redemption is included in share transactions in the accompanying Statement of Changes

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Redemptions In-Kind - continued

in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,899 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $68,452 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $56,370 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $86.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $24,445.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014 A

2013

From net realized gain

 

 

Class A

$ 13,043,180

$ 3,855,020

Class T

6,310,012

1,778,904

Class B

574,582

260,524

Class C

6,249,863

1,656,727

Small Cap Growth

191,545,684

74,940,038

Class F

80,609,253

37,680,389

Institutional Class

7,913,662

2,388,845

Total

$ 306,246,236

$ 122,560,447

A All Class F shares were redeemed on November 15, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Class A

 

 

 

 

Shares sold

1,706,264

969,311

$ 32,017,468

$ 16,711,827

Reinvestment of distributions

685,582

231,282

12,377,436

3,646,231

Shares redeemed

(1,267,150)

(1,149,326)

(23,663,751)

(19,219,034)

Net increase (decrease)

1,124,696

51,267

$ 20,731,153

$ 1,139,024

Class T

 

 

 

 

Shares sold

787,491

457,321

$ 14,539,628

$ 7,743,595

Reinvestment of distributions

341,036

106,640

6,061,090

1,660,117

Shares redeemed

(506,140)

(538,707)

(9,192,820)

(8,802,237)

Net increase (decrease)

622,387

25,254

$ 11,407,898

$ 601,475

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014 A

2013

2014 A

2013

Class B

 

 

 

 

Shares sold

11,205

6,696

$ 198,217

$ 106,485

Reinvestment of distributions

32,147

16,337

548,598

246,159

Shares redeemed

(66,282)

(107,598)

(1,168,208)

(1,730,845)

Net increase (decrease)

(22,930)

(84,565)

$ (421,393)

$ (1,378,201)

Class C

 

 

 

 

Shares sold

918,904

456,788

$ 16,220,240

$ 7,531,447

Reinvestment of distributions

347,970

103,215

5,911,022

1,550,542

Shares redeemed

(510,512)

(428,305)

(8,883,388)

(6,821,754)

Net increase (decrease)

756,362

131,698

$ 13,247,874

$ 2,260,235

Small Cap Growth

 

 

 

 

Shares sold

30,614,664

10,379,088

$ 589,831,022

$ 182,249,151

Reinvestment of distributions

10,184,956

4,595,875

187,557,177

73,721,316

Shares redeemed

(48,426,256) B

(21,652,202)

(934,113,968) B

(371,997,767)

Net increase (decrease)

(7,626,636)

(6,677,239)

$ (156,725,769)

$ (116,027,300)

Class F

 

 

 

 

Shares sold

768,083

7,670,010

$ 15,293,461

$ 131,231,307

Reinvestment of distributions

4,357,257

2,336,095

80,609,253

37,680,389

Shares redeemed

(41,060,113) B

(6,554,937)

(806,457,595) B

(118,928,973)

Net increase (decrease)

(35,934,773)

3,451,168

$ (710,554,881)

$ 49,982,723

Institutional Class

 

 

 

 

Shares sold

933,934

727,207

$ 18,129,031

$ 12,757,998

Reinvestment of distributions

381,830

128,780

7,062,159

2,069,290

Shares redeemed

(1,069,577)

(580,321)

(20,552,810)

(9,884,418)

Net increase (decrease)

246,187

275,666

$ 4,638,380

$ 4,942,870

A All Class F shares were redeemed on November 15, 2013.

B Amount includes in-kind redemptions (see Note 6: Redemptions In-Kind).

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 15, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).]

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Growth Fund voted to pay on September 15, 2014, to shareholders of record at the opening of business on September 12, 2014, a distribution of $1.188 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $155,260,658, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 7% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 10% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in November 2011.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

bfr2727426

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Small Cap Growth Fund

bfr2727428

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of Class T ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) bfr2727430
1-800-544-5555

bfr2727430
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SCP-UANN-0914
1.803694.109

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

Fund - Class A, Class T,
Class B and Class C

Annual Report

July 31, 2014

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® Small Cap Value Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

0.69%

15.38%

10.29%

  Class T (incl. 3.50% sales charge)

2.85%

15.64%

10.29%

  Class B (incl. contingent deferred sales charge) B

1.15%

15.63%

10.36%

  Class C (incl. contingent deferred sales charge) C

5.02%

15.85%

10.14%

A From November 3, 2004.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Class A on November 3, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

bfr2727444

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Charles Myers and Derek Janssen, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity Advisor® Small Cap Value Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 6.83%, 6.58%, 5.92% and 5.97%, respectively (excluding sales charges), trailing the 8.18% gain of the benchmark Russell 2000® Value Index. The fund was hampered the most by subpar security selection in industrials. Conversely, the fund enjoyed very good results from our picks in information technology. The biggest detractor by far was furniture and appliance rent-to-own business Rent-A-Center, which faced several business challenges during the period. Another notable detractor was Quad/Graphics, a very inexpensively valued commercial printing company. After Quad/Graphics issued a disappointing financial report in November, we reassessed our position in the stock and began to reduce the fund's stake. In contrast, the fund benefited from an out-of-benchmark position in Chemed, which runs two very different businesses - the Roto-Rooter® plumbing service and a network of professionals offering end-of-life hospice care. Chemed's shares rose about 44% during the period. Another boost came from owning energy companies LinnCo and Berry Petroleum, the latter of which was acquired by the former. Chemed and LinnCo were not in the index.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.38%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.20

$ 6.94

HypotheticalA

 

$ 1,000.00

$ 1,017.95

$ 6.90

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.90

$ 8.14

HypotheticalA

 

$ 1,000.00

$ 1,016.76

$ 8.10

Class B

2.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,023.10

$ 11.09

HypotheticalA

 

$ 1,000.00

$ 1,013.84

$ 11.04

Class C

2.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,023.10

$ 10.73

HypotheticalA

 

$ 1,000.00

$ 1,014.18

$ 10.69

Small Cap Value

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.40

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.34

$ 5.51

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.40

$ 5.58

HypotheticalA

 

$ 1,000.00

$ 1,019.29

$ 5.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Tech Data Corp.

2.9

2.6

PacWest Bancorp

2.9

1.8

Federated Investors, Inc. Class B (non-vtg.)

2.9

2.9

TCF Financial Corp.

2.8

2.8

World Fuel Services Corp.

2.8

3.0

Endurance Specialty Holdings Ltd.

2.5

2.7

First Citizen Bancshares, Inc.

2.3

1.9

Ingram Micro, Inc. Class A

2.3

1.9

DCT Industrial Trust, Inc.

2.3

2.0

Aspen Insurance Holdings Ltd.

2.3

2.1

 

26.0

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

40.8

38.9

Industrials

14.3

14.8

Information Technology

13.1

13.5

Consumer Discretionary

10.4

11.9

Health Care

6.6

5.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

bfr2727372

Stocks 99.5%

 

bfr2727372

Stocks 100.0%

 

bfr2727375

Short-Term
Investments and
Net Other Assets (Liabilities) 0.5%

 

bfr2727375

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%

 

* Foreign investments

8.9%

 

** Foreign investments

7.5%

 

bfr2727450

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CONSUMER DISCRETIONARY - 10.4%

Auto Components - 0.2%

Standard Motor Products, Inc.

143,301

$ 5,166,001

Diversified Consumer Services - 0.7%

Regis Corp.

1,515,900

21,116,487

Multiline Retail - 1.9%

Big Lots, Inc.

1,212,700

53,055,625

Specialty Retail - 7.5%

Aarons, Inc. Class A

2,295,100

60,544,738

Genesco, Inc. (a)

617,728

47,114,115

Murphy U.S.A., Inc. (a)

1,060,715

52,420,535

Rent-A-Center, Inc.

1,646,367

39,414,026

Tsutsumi Jewelry Co. Ltd.

520,900

13,304,726

 

212,798,140

Textiles, Apparel & Luxury Goods - 0.1%

Vera Bradley, Inc. (a)

231,000

4,580,730

TOTAL CONSUMER DISCRETIONARY

296,716,983

CONSUMER STAPLES - 2.7%

Food Products - 1.5%

Post Holdings, Inc. (a)

931,300

41,833,996

Tobacco - 1.2%

Universal Corp. (d)

660,000

34,273,800

TOTAL CONSUMER STAPLES

76,107,796

ENERGY - 4.8%

Energy Equipment & Services - 0.4%

ShawCor Ltd. Class A

246,000

12,451,727

Oil, Gas & Consumable Fuels - 4.4%

LinnCo LLC (d)

507,788

14,771,553

Northern Oil & Gas, Inc. (a)(d)

1,958,249

31,508,226

World Fuel Services Corp.

1,823,800

78,332,210

 

124,611,989

TOTAL ENERGY

137,063,716

FINANCIALS - 40.8%

Banks - 14.4%

Associated Banc-Corp.

2,945,300

52,779,776

City National Corp.

840,300

63,232,575

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

CVB Financial Corp.

2,361,688

$ 36,110,210

First Citizen Bancshares, Inc.

296,324

65,887,642

National Penn Bancshares, Inc.

2,759,400

28,421,820

PacWest Bancorp

2,004,105

83,511,055

TCF Financial Corp.

5,039,800

79,679,238

 

409,622,316

Capital Markets - 3.6%

Federated Investors, Inc. Class B (non-vtg.) (d)

2,949,963

83,247,956

Waddell & Reed Financial, Inc. Class A

339,100

17,901,089

 

101,149,045

Consumer Finance - 1.9%

Cash America International, Inc.

559,700

24,845,083

EZCORP, Inc. (non-vtg.) Class A (a)

1,412,488

13,828,258

World Acceptance Corp. (a)(d)

181,500

14,716,020

 

53,389,361

Insurance - 9.4%

Aspen Insurance Holdings Ltd.

1,599,400

63,991,994

Endurance Specialty Holdings Ltd.

1,352,400

71,528,436

Platinum Underwriters Holdings Ltd.

1,001,999

58,717,141

ProAssurance Corp.

793,200

34,607,316

StanCorp Financial Group, Inc.

631,300

38,092,642

 

266,937,529

Real Estate Investment Trusts - 7.0%

DCT Industrial Trust, Inc.

8,229,086

64,433,743

Franklin Street Properties Corp.

3,480,800

42,256,912

National Retail Properties, Inc. (d)

883,400

31,422,538

Rouse Properties, Inc. (d)(e)

3,600,000

61,020,000

 

199,133,193

Real Estate Management & Development - 1.1%

Kennedy Wilson Europe Real Estate PLC

1,684,900

30,209,829

Thrifts & Mortgage Finance - 3.4%

Astoria Financial Corp.

3,403,499

43,837,067

Washington Federal, Inc.

2,492,000

52,232,320

 

96,069,387

TOTAL FINANCIALS

1,156,510,660

Common Stocks - continued

Shares

Value

HEALTH CARE - 6.6%

Health Care Equipment & Supplies - 2.4%

Hill-Rom Holdings, Inc.

773,200

$ 30,464,080

Integra LifeSciences Holdings Corp. (a)

809,200

38,372,264

 

68,836,344

Health Care Providers & Services - 3.0%

AmSurg Corp. (a)

893,800

42,687,888

Chemed Corp. (d)

423,700

43,153,845

 

85,841,733

Pharmaceuticals - 1.2%

Theravance, Inc. (a)(d)

1,507,033

32,702,616

TOTAL HEALTH CARE

187,380,693

INDUSTRIALS - 14.3%

Air Freight & Logistics - 0.9%

Atlas Air Worldwide Holdings, Inc. (a)

780,133

26,696,151

Commercial Services & Supplies - 5.2%

ACCO Brands Corp. (a)(e)

7,611,200

50,386,144

Knoll, Inc.

1,269,800

21,345,338

Quad/Graphics, Inc.

1,250,849

26,417,931

United Stationers, Inc.

1,301,398

50,207,935

 

148,357,348

Electrical Equipment - 4.4%

AZZ, Inc.

770,000

33,602,800

EnerSys

743,700

47,172,891

GrafTech International Ltd. (a)(d)

5,212,200

43,782,480

 

124,558,171

Machinery - 1.6%

Blount International, Inc. (a)

1,850,200

24,163,612

Columbus McKinnon Corp. (NY Shares)

776,000

18,042,000

Mueller Industries, Inc.

80,000

2,226,400

 

44,432,012

Trading Companies & Distributors - 2.2%

WESCO International, Inc. (a)(d)

777,933

61,059,961

TOTAL INDUSTRIALS

405,103,643

INFORMATION TECHNOLOGY - 13.1%

Communications Equipment - 1.5%

Polycom, Inc. (a)

3,242,475

41,568,530

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 6.4%

Ingram Micro, Inc. Class A (a)

2,248,300

$ 64,526,210

SYNNEX Corp. (a)

527,200

34,004,400

Tech Data Corp. (a)

1,336,373

83,910,860

 

182,441,470

Internet Software & Services - 1.0%

j2 Global, Inc.

574,300

28,094,756

IT Services - 2.0%

CACI International, Inc. Class A (a)

828,334

57,146,763

Software - 2.2%

SS&C Technologies Holdings, Inc. (a)

1,418,900

61,452,559

TOTAL INFORMATION TECHNOLOGY

370,704,078

MATERIALS - 3.0%

Containers & Packaging - 1.3%

Silgan Holdings, Inc.

750,000

36,915,000

Metals & Mining - 1.7%

Haynes International, Inc.

376,903

18,769,769

RTI International Metals, Inc. (a)

1,230,500

30,590,230

 

49,359,999

TOTAL MATERIALS

86,274,999

UTILITIES - 3.8%

Electric Utilities - 2.8%

El Paso Electric Co.

974,121

35,896,359

IDACORP, Inc.

822,000

44,018,100

 

79,914,459

Gas Utilities - 1.0%

Southwest Gas Corp.

547,656

27,125,402

TOTAL UTILITIES

107,039,861

TOTAL COMMON STOCKS

(Cost $2,315,504,569)


2,822,902,429

Money Market Funds - 5.5%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

10,267,832

$ 10,267,832

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

145,531,995

145,531,995

TOTAL MONEY MARKET FUNDS

(Cost $155,799,827)


155,799,827

TOTAL INVESTMENT PORTFOLIO - 105.0%

(Cost $2,471,304,396)

2,978,702,256

NET OTHER ASSETS (LIABILITIES) - (5.0)%

(141,148,058)

NET ASSETS - 100%

$ 2,837,554,198

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 18,564

Fidelity Securities Lending Cash Central Fund

874,417

Total

$ 892,981

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds
*

Dividend
Income

Value,
end of
period

ACCO Brands Corp.

$ 70,270,150

$ 3,955,917

$ 21,579,480

$ -

$ 50,386,144

Astoria Financial Corp.

63,439,988

-

24,073,100

616,420

-

Blount International, Inc.

39,210,500

-

14,064,571

-

-

CACI International, Inc. Class A

84,031,458

-

31,369,100

-

-

Columbus McKinnon Corp. (NY Shares)

23,226,000

-

7,378,820

31,040

-

Franklin Street Properties Corp.

63,888,000

6,710,106

24,031,632

2,914,733

-

GrafTech International Ltd.

57,971,680

-

28,363,648

-

-

HNI Corp.

97,287,208

-

94,962,777

1,325,907

-

Monotype Imaging Holdings, Inc.

61,318,401

-

69,874,384

297,102

-

Platinum Underwriters Holdings Ltd.

85,165,691

-

29,187,426

360,872

-

Quad/Graphics, Inc.

75,007,000

-

34,701,403

2,238,965

-

Regis Corp.

57,598,920

-

27,623,343

337,920

-

Rouse Properties, Inc.

-

62,526,334

-

612,000

61,020,000

RTI International Metals, Inc.

57,622,000

-

22,511,670

-

-

Tech Data Corp.

98,763,117

6,654,871

38,603,914

-

-

Valassis Comm-unications, Inc.

60,210,064

211,335

68,200,733

1,121,822

-

Total

$ 995,010,177

$ 80,058,563

$ 536,526,001

$ 9,856,781

$ 111,406,144

* Includes the value of securities delivered through in-kind transactions.

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 296,716,983

$ 283,412,257

$ 13,304,726

$ -

Consumer Staples

76,107,796

76,107,796

-

-

Energy

137,063,716

137,063,716

-

-

Financials

1,156,510,660

1,156,510,660

-

-

Health Care

187,380,693

187,380,693

-

-

Industrials

405,103,643

405,103,643

-

-

Information Technology

370,704,078

370,704,078

-

-

Materials

86,274,999

86,274,999

-

-

Utilities

107,039,861

107,039,861

-

-

Money Market Funds

155,799,827

155,799,827

-

-

Total Investments in Securities:

$ 2,978,702,256

$ 2,965,397,530

$ 13,304,726

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $139,656,509) - See accompanying schedule:

Unaffiliated issuers (cost $2,195,838,822)

$ 2,711,496,285

 

Fidelity Central Funds (cost $155,799,827)

155,799,827

 

Other affiliated issuers (cost $119,665,747)

111,406,144

 

Total Investments (cost $2,471,304,396)

 

$ 2,978,702,256

Cash

 

237,291

Receivable for investments sold

12,220,217

Receivable for fund shares sold

1,958,797

Dividends receivable

1,752,464

Distributions receivable from Fidelity Central Funds

436,344

Receivable from investment adviser for expense reductions

2,252

Other receivables

19,623

Total assets

2,995,329,244

 

 

 

Liabilities

Payable for investments purchased

$ 3,264,421

Payable for fund shares redeemed

6,046,837

Accrued management fee

2,105,803

Distribution and service plan fees payable

166,855

Other affiliated payables

588,008

Other payables and accrued expenses

71,127

Collateral on securities loaned, at value

145,531,995

Total liabilities

157,775,046

 

 

 

Net Assets

$ 2,837,554,198

Net Assets consist of:

 

Paid in capital

$ 2,049,137,933

Undistributed net investment income

5,856,882

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

275,161,523

Net unrealized appreciation (depreciation) on investments

507,397,860

Net Assets

$ 2,837,554,198

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($258,183,354 ÷ 13,385,509 shares)

$ 19.29

 

 

 

Maximum offering price per share (100/94.25 of $19.29)

$ 20.47

Class T:
Net Asset Value
and redemption price per share ($100,975,244 ÷ 5,321,352 shares)

$ 18.98

 

 

 

Maximum offering price per share (100/96.50 of $18.98)

$ 19.67

Class B:
Net Asset Value
and offering price per share ($4,808,237 ÷ 264,509 shares)A

$ 18.18

 

 

 

Class C:
Net Asset Value
and offering price per share ($70,541,309 ÷ 3,877,443 shares)A

$ 18.19

 

 

 

Small Cap Value:
Net Asset Value
, offering price and redemption price per share ($2,060,546,290 ÷ 105,297,795 shares)

$ 19.57

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($342,499,764 ÷ 17,499,817 shares)

$ 19.57

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $9,856,781 earned from other affiliated issuers)

 

$ 48,393,147

Interest

 

45

Income from Fidelity Central Funds

 

892,981

Total income

 

49,286,173

 

 

 

Expenses

Management fee
Basic fee

$ 23,398,200

Performance adjustment

4,827,948

Transfer agent fees

6,404,064

Distribution and service plan fees

2,067,458

Accounting and security lending fees

952,058

Custodian fees and expenses

56,759

Independent trustees' compensation

14,296

Registration fees

132,108

Audit

64,853

Legal

12,312

Interest

652

Miscellaneous

33,881

Total expenses before reductions

37,964,589

Expense reductions

(631,182)

37,333,407

Net investment income (loss)

11,952,766

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

375,645,847

Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $109,056,467)

464,750,352

Other affiliated issuers

85,451,270

 

Foreign currency transactions

(5,181)

Total net realized gain (loss)

 

925,842,288

Change in net unrealized appreciation (depreciation) on:

Investment securities

(668,247,397)

Assets and liabilities in foreign currencies

(1,683)

Total change in net unrealized appreciation (depreciation)

 

(668,249,080)

Net gain (loss)

257,593,208

Net increase (decrease) in net assets resulting from operations

$ 269,545,974

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,952,766

$ 24,107,442

Net realized gain (loss)

925,842,288

300,684,864

Change in net unrealized appreciation (depreciation)

(668,249,080)

820,354,516

Net increase (decrease) in net assets resulting
from operations

269,545,974

1,145,146,822

Distributions to shareholders from net investment income

(10,662,065)

(21,412,021)

Distributions to shareholders from net realized gain

(362,625,477)

(85,195,362)

Total distributions

(373,287,542)

(106,607,383)

Share transactions - net increase (decrease)

(1,289,647,794)

507,448,391

Redemption fees

536,076

726,904

Total increase (decrease) in net assets

(1,392,853,286)

1,546,714,734

 

 

 

Net Assets

Beginning of period

4,230,407,484

2,683,692,750

End of period (including undistributed net investment income of $5,856,882 and undistributed net investment income of $6,475,378, respectively)

$ 2,837,554,198

$ 4,230,407,484

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.96

$ 14.86

$ 15.48

$ 13.45

$ 11.13

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .07

  .01

  .01F

  .02G

Net realized and unrealized gain (loss)

  1.24

  5.57

  .30

  2.22

  2.33

Total from investment operations

  1.27

  5.64

  .31

  2.23

  2.35

Distributions from net investment income

  (.01)

  (.07)

  (.01)

  (.08)

  (.03)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.94)

  (.54)

  (.93) J

  (.20)

  (.03)

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.29

$ 19.96

$ 14.86

$ 15.48

$ 13.45

Total ReturnA, B

  6.83%

  39.09%

  3.24%

  16.72%

  21.16%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  1.36%

  1.36%

  1.44%

  1.44%

  1.47%

Expenses net of fee waivers, if any

  1.35%

  1.36%

  1.44%

  1.43%

  1.40%

Expenses net of all reductions

  1.34%

  1.36%

  1.44%

  1.43%

  1.39%

Net investment income (loss)

  .13%

  .41%

  .09%

  .06% F

  .17% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 258,183

$ 275,265

$ 150,285

$ 140,707

$ 96,994

Portfolio turnover rateE

  26% K

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.70

$ 14.70

$ 15.34

$ 13.34

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .03

  (.02)

  (.03) F

  (.01) G

Net realized and unrealized gain (loss)

  1.23

  5.50

  .31

  2.20

  2.31

Total from investment operations

  1.21

  5.53

  .29

  2.17

  2.30

Distributions from net investment income

  -

  (.06)

  -

  (.05)

  (.01)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.53)

  (.93)

  (.17)

  (.01)

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.98

$ 19.70

$ 14.70

$ 15.34

$ 13.34

Total ReturnA, B

  6.58%

  38.70%

  3.08%

  16.36%

  20.87%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  1.61%

  1.60%

  1.67%

  1.70%

  1.72%

Expenses net of fee waivers, if any

  1.59%

  1.60%

  1.67%

  1.69%

  1.65%

Expenses net of all reductions

  1.59%

  1.59%

  1.67%

  1.69%

  1.64%

Net investment income (loss)

  (.11)%

  .18%

  (.14)%

  (.19)% F

  (.08)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 100,975

$ 107,444

$ 57,514

$ 55,845

$ 44,091

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.35)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.06

$ 14.27

$ 15.00

$ 13.08

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.13)

  (.06)

  (.09)

  (.10) F

  (.07) G

Net realized and unrealized gain (loss)

  1.18

  5.34

  .29

  2.15

  2.27

Total from investment operations

  1.05

  5.28

  .20

  2.05

  2.20

Distributions from net investment income

  -

  (.02)

  -

  (.01)

  -

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.49)

  (.93)

  (.13)

  -

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.18

$ 19.06

$ 14.27

$ 15.00

$ 13.08

Total ReturnA, B

  5.92%

  38.07%

  2.51%

  15.80%

  20.22%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  2.18%

  2.15%

  2.19%

  2.20%

  2.22%

Expenses net of fee waivers, if any

  2.17%

  2.15%

  2.19%

  2.19%

  2.15%

Expenses net of all reductions

  2.16%

  2.14%

  2.19%

  2.19%

  2.14%

Net investment income (loss)

  (.69)%

  (.37)%

  (.66)%

  (.69)% F

  (.58)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,808

$ 7,052

$ 6,675

$ 8,549

$ 9,747

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.06

$ 14.28

$ 15.01

$ 13.08

$ 10.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.12)

  (.06)

  (.09)

  (.10) F

  (.07) G

Net realized and unrealized gain (loss)

  1.18

  5.34

  .29

  2.17

  2.26

Total from investment operations

  1.06

  5.28

  .20

  2.07

  2.19

Distributions from net investment income

  -

  (.03)

  -

  (.02)

  -

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.50)

  (.93)

  (.14)

  -

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.19

$ 19.06

$ 14.28

$ 15.01

$ 13.08

Total ReturnA, B

  5.97%

  38.00%

  2.52%

  15.91%

  20.11%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  2.12%

  2.13%

  2.19%

  2.18%

  2.22%

Expenses net of fee waivers, if any

  2.11%

  2.13%

  2.19%

  2.18%

  2.15%

Expenses net of all reductions

  2.10%

  2.12%

  2.19%

  2.18%

  2.14%

Net investment income (loss)

  (.63)%

  (.35)%

  (.66)%

  (.68)% F

  (.58)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 70,541

$ 76,018

$ 47,265

$ 47,457

$ 37,346

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.22

$ 15.05

$ 15.62

$ 13.56

$ 11.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .08

  .12

  .06

  .06E

  .05F

Net realized and unrealized gain (loss)

  1.26

  5.63

  .32

  2.23

  2.34

Total from investment operations

  1.34

  5.75

  .38

  2.29

  2.39

Distributions from net investment income

  (.06)

  (.11)

  (.02)

  (.10)

  (.05)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.13)

  -

Total distributions

  (1.99)

  (.58)

  (.95)

  (.23)

  (.05)

Redemption fees added to paid in capitalB, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.57

$ 20.22

$ 15.05

$ 15.62

$ 13.56

Total ReturnA

  7.12%

  39.45%

  3.67%

  17.03%

  21.32%

Ratios to Average Net AssetsC, G

 

 

 

 

Expenses before reductions

  1.08%

  1.07%

  1.13%

  1.13%

  1.18%

Expenses net of fee waivers, if any

  1.06%

  1.07%

  1.13%

  1.13%

  1.18%

Expenses net of all reductions

  1.06%

  1.06%

  1.13%

  1.13%

  1.17%

Net investment income (loss)

  .41%

  .71%

  .41%

  .37%E

  .39%F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,060,546

$ 2,672,854

$ 1,756,962

$ 1,899,805

$ 1,770,675

Portfolio turnover rateD

  .26% I

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.23

$ 15.05

$ 15.63

$ 13.58

$ 11.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .08

  .12

  .06

  .06E

  .06F

Net realized and unrealized gain (loss)

  1.25

  5.65

  .31

  2.23

  2.34

Total from investment operations

  1.33

  5.77

  .37

  2.29

  2.40

Distributions from net investment income

  (.06)

  (.12)

  (.02)

  (.11)

  (.06)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.13)

  -

Total distributions

  (1.99)

  (.59)

  (.95)

  (.24)

  (.06)

Redemption fees added to paid in capitalB, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.57

$ 20.23

$ 15.05

$ 15.63

$ 13.58

Total ReturnA

  7.08%

  39.54%

  3.59%

  17.02%

  21.42%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  1.09%

  1.07%

  1.14%

  1.10%

  1.12%

Expenses net of fee waivers, if any

  1.07%

  1.07%

  1.14%

  1.10%

  1.12%

Expenses net of all reductions

  1.07%

  1.06%

  1.14%

  1.10%

  1.12%

Net investment income (loss)

  .40%

  .70%

  .39%

  .39%E

  .45%F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 342,500

$ 359,582

$ 138,981

$ 101,565

$ 78,440

Portfolio turnover rateD

  26% I

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity® Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on March 1, 2013, the Fund's other share classes were closed to new accounts with certain exceptions. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013 and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to in-kind transactions, foreign currency transactions, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 594,149,641

Gross unrealized depreciation

(90,079,013)

Net unrealized appreciation (depreciation) on securities

$ 504,070,628

 

 

Tax Cost

$ 2,474,631,628

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,856,882

Undistributed long-term capital gain

$ 278,488,755

Net unrealized appreciation (depreciation) on securities and other investments

$ 504,070,628

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 10,662,065

$ 21,412,021

Long-term Capital Gains

362,625,476

85,195,362

Total

$ 373,287,541

$ 106,607,383

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $854,969,915 and $1,179,251,195, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .84% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 698,016

$ 8,584

Class T

.25%

.25%

546,090

860

Class B

.75%

.25%

62,287

46,778

Class C

.75%

.25%

761,065

76,077

 

 

 

$ 2,067,458

$ 132,299

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 12,340

Class T

4,891

Class B*

5,101

Class C*

3,506

 

$ 25,838

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 647,648

.23

Class T

244,503

.22

Class B

18,830

.30

Class C

184,822

.24

Small Cap Value

4,528,423

.20

Institutional Class

779,838

.21

 

$ 6,404,064

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $34,447 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 11,791,333

.33%

$ 652

Redemptions In-Kind. During the period, 67,200,853 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,338,424,445. The net realized gain of $464,750,352 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,913 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund

Annual Report

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $874,417, including $3,386 from securities loaned to FCM.

8. Expense Reductions.

The investment adviser has contractually agreed to waive a portion of the Fund's management fee until May 31, 2015. During the period, this waiver reduced the Fund's management fee by $538,400.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $44,531.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $48,251 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014A

2013

From net investment income

 

 

Class A

$ 171,608

$ 785,355

Class T

-

231,402

Class B

-

9,411

Class C

-

90,526

Small Cap Value

7,284,772

13,318,853

Class F

2,011,606

5,669,081

Institutional Class

1,194,079

1,307,393

Total

$ 10,662,065

$ 21,412,021

From net realized gain

 

 

Class A

$ 26,941,211

$ 5,001,914

Class T

10,672,388

1,871,336

Class B

695,128

211,601

Class C

7,761,033

1,589,582

Small Cap Value

236,012,007

54,759,308

Class F

44,973,770

17,097,966

Institutional Class

35,569,940

4,663,655

Total

$ 362,625,477

$ 85,195,362

A All Class F Shares were redeemed on November 19, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014A

2013

2014A

2013

Class A

 

 

 

 

Shares sold

2,364,232

6,665,265

$ 46,165,166

$ 113,825,347

Reinvestment of distributions

1,371,738

357,182

25,837,208

5,478,656

Shares redeemed

(4,138,116)

(3,345,663)

(80,966,690)

(56,976,312)

Net increase (decrease)

(402,146)

3,676,784

$ (8,964,316)

$ 62,327,691

Class T

 

 

 

 

Shares sold

987,146

2,420,486

$ 19,000,773

$ 41,524,163

Reinvestment of distributions

566,918

135,952

10,525,159

2,060,454

Shares redeemed

(1,685,516)

(1,017,057)

(32,399,109)

(17,196,752)

Net increase (decrease)

(131,452)

1,539,381

$ (2,873,177)

$ 26,387,865

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014A

2013

2014A

2013

Class B

 

 

 

 

Shares sold

9,527

63,699

$ 174,532

$ 1,033,590

Reinvestment of distributions

33,965

12,922

607,035

189,673

Shares redeemed

(149,029)

(174,192)

(2,755,578)

(2,861,489)

Net increase (decrease)

(105,537)

(97,571)

$ (1,974,011)

$ (1,638,226)

Class C

 

 

 

 

Shares sold

268,818

1,262,288

$ 4,960,750

$ 20,129,471

Reinvestment of distributions

378,946

98,556

6,778,684

1,448,319

Shares redeemed

(758,615)

(683,043)

(14,057,302)

(11,003,236)

Net increase (decrease)

(110,851)

677,801

$ (2,317,868)

$ 10,574,554

Small Cap Value

 

 

 

 

Shares sold

19,542,379

46,643,321

$ 386,966,432

$ 815,184,196

Reinvestment of distributions

11,711,859

4,065,017

222,752,806

63,037,497

Shares redeemed

(58,131,122)B

(35,306,999)

(1,153,341,425)B

(618,245,939)

Net increase (decrease)

(26,876,884)

15,401,339

$ (543,622,187)

$ 259,975,754

Class F

 

 

 

 

Shares sold

879,716

7,943,352

$ 17,395,091

$ 133,806,197

Reinvestment of distributions

2,497,893

1,465,154

46,985,376

22,767,047

Shares redeemed

(39,476,567)B

(8,168,596)

(787,183,278)B

(151,555,822)

Net increase (decrease)

(36,098,958)

1,239,910

$ (722,802,811)

$ 5,017,422

Institutional Class

 

 

 

 

Shares sold

4,292,555

11,988,758

$ 84,987,281

$ 206,274,907

Reinvestment of distributions

1,739,424

337,968

33,193,654

5,246,517

Shares redeemed

(6,306,791)

(3,783,835)

(125,274,359)

(66,718,093)

Net increase (decrease)

(274,812)

8,542,891

$ (7,093,424)

$ 144,803,331

A All Class F Shares were redeemed on November 19, 2013.

B Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

09/15/14

09/12/14

$0.013

$1.955

Class T

09/15/14

09/12/14

$0.000

$1.955

Class B

09/15/14

09/12/14

$0.000

$1.955

Class C

09/15/14

09/12/14

$0.000

$1.955

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $441,012,533, or, if subsequently determined to be different, the net capital gain of such year.

Class A designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 100% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2013 and for a sleeve of the fund in August 2013.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Small Cap Value Fund

bfr2727452

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

bfr2727454

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board also considered that it had approved a transitional management fee adjustment for the fund that will decrease the fund's management fee paid each month through May 31, 2015.

The Board noted that the total expense ratio of each of Class A, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of each of Class T, Class B, and Class C ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCV-UANN-0914
1.803731.109

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

Fund - Institutional Class

Annual Report

July 31, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Small Cap Value Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

7.08%

17.07%

11.30%

A From November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Institutional Class on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period. bfr2727467

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Charles Myers and Derek Janssen, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity Advisor® Small Cap Value Fund: For the year, the fund's Institutional Class shares gained 7.08%, trailing the 8.18% gain of the benchmark Russell 2000® Value Index. The fund was hampered the most by subpar security selection in industrials. Conversely, the fund enjoyed very good results from our picks in information technology. The biggest detractor by far was furniture and appliance rent-to-own business Rent-A-Center, which faced several business challenges during the period. Another notable detractor was Quad/Graphics, a very inexpensively valued commercial printing company. After Quad/Graphics issued a disappointing financial report in November, we reassessed our position in the stock and began to reduce the fund's stake. In contrast, the fund benefited from an out-of-benchmark position in Chemed, which runs two very different businesses - the Roto-Rooter® plumbing service and a network of professionals offering end-of-life hospice care. Chemed's shares rose about 44% during the period. Another boost came from owning energy companies LinnCo and Berry Petroleum, the latter of which was acquired by the former. Chemed and LinnCo were not in the index.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.38%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.20

$ 6.94

HypotheticalA

 

$ 1,000.00

$ 1,017.95

$ 6.90

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.90

$ 8.14

HypotheticalA

 

$ 1,000.00

$ 1,016.76

$ 8.10

Class B

2.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,023.10

$ 11.09

HypotheticalA

 

$ 1,000.00

$ 1,013.84

$ 11.04

Class C

2.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,023.10

$ 10.73

HypotheticalA

 

$ 1,000.00

$ 1,014.18

$ 10.69

Small Cap Value

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.40

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.34

$ 5.51

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.40

$ 5.58

HypotheticalA

 

$ 1,000.00

$ 1,019.29

$ 5.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Tech Data Corp.

2.9

2.6

PacWest Bancorp

2.9

1.8

Federated Investors, Inc. Class B (non-vtg.)

2.9

2.9

TCF Financial Corp.

2.8

2.8

World Fuel Services Corp.

2.8

3.0

Endurance Specialty Holdings Ltd.

2.5

2.7

First Citizen Bancshares, Inc.

2.3

1.9

Ingram Micro, Inc. Class A

2.3

1.9

DCT Industrial Trust, Inc.

2.3

2.0

Aspen Insurance Holdings Ltd.

2.3

2.1

 

26.0

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

40.8

38.9

Industrials

14.3

14.8

Information Technology

13.1

13.5

Consumer Discretionary

10.4

11.9

Health Care

6.6

5.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

bfr2727372

Stocks 99.5%

 

bfr2727372

Stocks 100.0%

 

bfr2727375

Short-Term
Investments and
Net Other Assets (Liabilities) 0.5%

 

bfr2727375

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%

 

* Foreign investments

8.9%

 

** Foreign investments

7.5%

 

bfr2727473

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CONSUMER DISCRETIONARY - 10.4%

Auto Components - 0.2%

Standard Motor Products, Inc.

143,301

$ 5,166,001

Diversified Consumer Services - 0.7%

Regis Corp.

1,515,900

21,116,487

Multiline Retail - 1.9%

Big Lots, Inc.

1,212,700

53,055,625

Specialty Retail - 7.5%

Aarons, Inc. Class A

2,295,100

60,544,738

Genesco, Inc. (a)

617,728

47,114,115

Murphy U.S.A., Inc. (a)

1,060,715

52,420,535

Rent-A-Center, Inc.

1,646,367

39,414,026

Tsutsumi Jewelry Co. Ltd.

520,900

13,304,726

 

212,798,140

Textiles, Apparel & Luxury Goods - 0.1%

Vera Bradley, Inc. (a)

231,000

4,580,730

TOTAL CONSUMER DISCRETIONARY

296,716,983

CONSUMER STAPLES - 2.7%

Food Products - 1.5%

Post Holdings, Inc. (a)

931,300

41,833,996

Tobacco - 1.2%

Universal Corp. (d)

660,000

34,273,800

TOTAL CONSUMER STAPLES

76,107,796

ENERGY - 4.8%

Energy Equipment & Services - 0.4%

ShawCor Ltd. Class A

246,000

12,451,727

Oil, Gas & Consumable Fuels - 4.4%

LinnCo LLC (d)

507,788

14,771,553

Northern Oil & Gas, Inc. (a)(d)

1,958,249

31,508,226

World Fuel Services Corp.

1,823,800

78,332,210

 

124,611,989

TOTAL ENERGY

137,063,716

FINANCIALS - 40.8%

Banks - 14.4%

Associated Banc-Corp.

2,945,300

52,779,776

City National Corp.

840,300

63,232,575

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

CVB Financial Corp.

2,361,688

$ 36,110,210

First Citizen Bancshares, Inc.

296,324

65,887,642

National Penn Bancshares, Inc.

2,759,400

28,421,820

PacWest Bancorp

2,004,105

83,511,055

TCF Financial Corp.

5,039,800

79,679,238

 

409,622,316

Capital Markets - 3.6%

Federated Investors, Inc. Class B (non-vtg.) (d)

2,949,963

83,247,956

Waddell & Reed Financial, Inc. Class A

339,100

17,901,089

 

101,149,045

Consumer Finance - 1.9%

Cash America International, Inc.

559,700

24,845,083

EZCORP, Inc. (non-vtg.) Class A (a)

1,412,488

13,828,258

World Acceptance Corp. (a)(d)

181,500

14,716,020

 

53,389,361

Insurance - 9.4%

Aspen Insurance Holdings Ltd.

1,599,400

63,991,994

Endurance Specialty Holdings Ltd.

1,352,400

71,528,436

Platinum Underwriters Holdings Ltd.

1,001,999

58,717,141

ProAssurance Corp.

793,200

34,607,316

StanCorp Financial Group, Inc.

631,300

38,092,642

 

266,937,529

Real Estate Investment Trusts - 7.0%

DCT Industrial Trust, Inc.

8,229,086

64,433,743

Franklin Street Properties Corp.

3,480,800

42,256,912

National Retail Properties, Inc. (d)

883,400

31,422,538

Rouse Properties, Inc. (d)(e)

3,600,000

61,020,000

 

199,133,193

Real Estate Management & Development - 1.1%

Kennedy Wilson Europe Real Estate PLC

1,684,900

30,209,829

Thrifts & Mortgage Finance - 3.4%

Astoria Financial Corp.

3,403,499

43,837,067

Washington Federal, Inc.

2,492,000

52,232,320

 

96,069,387

TOTAL FINANCIALS

1,156,510,660

Common Stocks - continued

Shares

Value

HEALTH CARE - 6.6%

Health Care Equipment & Supplies - 2.4%

Hill-Rom Holdings, Inc.

773,200

$ 30,464,080

Integra LifeSciences Holdings Corp. (a)

809,200

38,372,264

 

68,836,344

Health Care Providers & Services - 3.0%

AmSurg Corp. (a)

893,800

42,687,888

Chemed Corp. (d)

423,700

43,153,845

 

85,841,733

Pharmaceuticals - 1.2%

Theravance, Inc. (a)(d)

1,507,033

32,702,616

TOTAL HEALTH CARE

187,380,693

INDUSTRIALS - 14.3%

Air Freight & Logistics - 0.9%

Atlas Air Worldwide Holdings, Inc. (a)

780,133

26,696,151

Commercial Services & Supplies - 5.2%

ACCO Brands Corp. (a)(e)

7,611,200

50,386,144

Knoll, Inc.

1,269,800

21,345,338

Quad/Graphics, Inc.

1,250,849

26,417,931

United Stationers, Inc.

1,301,398

50,207,935

 

148,357,348

Electrical Equipment - 4.4%

AZZ, Inc.

770,000

33,602,800

EnerSys

743,700

47,172,891

GrafTech International Ltd. (a)(d)

5,212,200

43,782,480

 

124,558,171

Machinery - 1.6%

Blount International, Inc. (a)

1,850,200

24,163,612

Columbus McKinnon Corp. (NY Shares)

776,000

18,042,000

Mueller Industries, Inc.

80,000

2,226,400

 

44,432,012

Trading Companies & Distributors - 2.2%

WESCO International, Inc. (a)(d)

777,933

61,059,961

TOTAL INDUSTRIALS

405,103,643

INFORMATION TECHNOLOGY - 13.1%

Communications Equipment - 1.5%

Polycom, Inc. (a)

3,242,475

41,568,530

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 6.4%

Ingram Micro, Inc. Class A (a)

2,248,300

$ 64,526,210

SYNNEX Corp. (a)

527,200

34,004,400

Tech Data Corp. (a)

1,336,373

83,910,860

 

182,441,470

Internet Software & Services - 1.0%

j2 Global, Inc.

574,300

28,094,756

IT Services - 2.0%

CACI International, Inc. Class A (a)

828,334

57,146,763

Software - 2.2%

SS&C Technologies Holdings, Inc. (a)

1,418,900

61,452,559

TOTAL INFORMATION TECHNOLOGY

370,704,078

MATERIALS - 3.0%

Containers & Packaging - 1.3%

Silgan Holdings, Inc.

750,000

36,915,000

Metals & Mining - 1.7%

Haynes International, Inc.

376,903

18,769,769

RTI International Metals, Inc. (a)

1,230,500

30,590,230

 

49,359,999

TOTAL MATERIALS

86,274,999

UTILITIES - 3.8%

Electric Utilities - 2.8%

El Paso Electric Co.

974,121

35,896,359

IDACORP, Inc.

822,000

44,018,100

 

79,914,459

Gas Utilities - 1.0%

Southwest Gas Corp.

547,656

27,125,402

TOTAL UTILITIES

107,039,861

TOTAL COMMON STOCKS

(Cost $2,315,504,569)


2,822,902,429

Money Market Funds - 5.5%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

10,267,832

$ 10,267,832

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

145,531,995

145,531,995

TOTAL MONEY MARKET FUNDS

(Cost $155,799,827)


155,799,827

TOTAL INVESTMENT PORTFOLIO - 105.0%

(Cost $2,471,304,396)

2,978,702,256

NET OTHER ASSETS (LIABILITIES) - (5.0)%

(141,148,058)

NET ASSETS - 100%

$ 2,837,554,198

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 18,564

Fidelity Securities Lending Cash Central Fund

874,417

Total

$ 892,981

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds
*

Dividend
Income

Value,
end of
period

ACCO Brands Corp.

$ 70,270,150

$ 3,955,917

$ 21,579,480

$ -

$ 50,386,144

Astoria Financial Corp.

63,439,988

-

24,073,100

616,420

-

Blount International, Inc.

39,210,500

-

14,064,571

-

-

CACI International, Inc. Class A

84,031,458

-

31,369,100

-

-

Columbus McKinnon Corp. (NY Shares)

23,226,000

-

7,378,820

31,040

-

Franklin Street Properties Corp.

63,888,000

6,710,106

24,031,632

2,914,733

-

GrafTech International Ltd.

57,971,680

-

28,363,648

-

-

HNI Corp.

97,287,208

-

94,962,777

1,325,907

-

Monotype Imaging Holdings, Inc.

61,318,401

-

69,874,384

297,102

-

Platinum Underwriters Holdings Ltd.

85,165,691

-

29,187,426

360,872

-

Quad/Graphics, Inc.

75,007,000

-

34,701,403

2,238,965

-

Regis Corp.

57,598,920

-

27,623,343

337,920

-

Rouse Properties, Inc.

-

62,526,334

-

612,000

61,020,000

RTI International Metals, Inc.

57,622,000

-

22,511,670

-

-

Tech Data Corp.

98,763,117

6,654,871

38,603,914

-

-

Valassis Comm-unications, Inc.

60,210,064

211,335

68,200,733

1,121,822

-

Total

$ 995,010,177

$ 80,058,563

$ 536,526,001

$ 9,856,781

$ 111,406,144

* Includes the value of securities delivered through in-kind transactions.

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 296,716,983

$ 283,412,257

$ 13,304,726

$ -

Consumer Staples

76,107,796

76,107,796

-

-

Energy

137,063,716

137,063,716

-

-

Financials

1,156,510,660

1,156,510,660

-

-

Health Care

187,380,693

187,380,693

-

-

Industrials

405,103,643

405,103,643

-

-

Information Technology

370,704,078

370,704,078

-

-

Materials

86,274,999

86,274,999

-

-

Utilities

107,039,861

107,039,861

-

-

Money Market Funds

155,799,827

155,799,827

-

-

Total Investments in Securities:

$ 2,978,702,256

$ 2,965,397,530

$ 13,304,726

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $139,656,509) - See accompanying schedule:

Unaffiliated issuers (cost $2,195,838,822)

$ 2,711,496,285

 

Fidelity Central Funds (cost $155,799,827)

155,799,827

 

Other affiliated issuers (cost $119,665,747)

111,406,144

 

Total Investments (cost $2,471,304,396)

 

$ 2,978,702,256

Cash

 

237,291

Receivable for investments sold

12,220,217

Receivable for fund shares sold

1,958,797

Dividends receivable

1,752,464

Distributions receivable from Fidelity Central Funds

436,344

Receivable from investment adviser for expense reductions

2,252

Other receivables

19,623

Total assets

2,995,329,244

 

 

 

Liabilities

Payable for investments purchased

$ 3,264,421

Payable for fund shares redeemed

6,046,837

Accrued management fee

2,105,803

Distribution and service plan fees payable

166,855

Other affiliated payables

588,008

Other payables and accrued expenses

71,127

Collateral on securities loaned, at value

145,531,995

Total liabilities

157,775,046

 

 

 

Net Assets

$ 2,837,554,198

Net Assets consist of:

 

Paid in capital

$ 2,049,137,933

Undistributed net investment income

5,856,882

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

275,161,523

Net unrealized appreciation (depreciation) on investments

507,397,860

Net Assets

$ 2,837,554,198

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($258,183,354 ÷ 13,385,509 shares)

$ 19.29

 

 

 

Maximum offering price per share (100/94.25 of $19.29)

$ 20.47

Class T:
Net Asset Value
and redemption price per share ($100,975,244 ÷ 5,321,352 shares)

$ 18.98

 

 

 

Maximum offering price per share (100/96.50 of $18.98)

$ 19.67

Class B:
Net Asset Value
and offering price per share ($4,808,237 ÷ 264,509 shares)A

$ 18.18

 

 

 

Class C:
Net Asset Value
and offering price per share ($70,541,309 ÷ 3,877,443 shares)A

$ 18.19

 

 

 

Small Cap Value:
Net Asset Value
, offering price and redemption price per share ($2,060,546,290 ÷ 105,297,795 shares)

$ 19.57

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($342,499,764 ÷ 17,499,817 shares)

$ 19.57

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $9,856,781 earned from other affiliated issuers)

 

$ 48,393,147

Interest

 

45

Income from Fidelity Central Funds

 

892,981

Total income

 

49,286,173

 

 

 

Expenses

Management fee
Basic fee

$ 23,398,200

Performance adjustment

4,827,948

Transfer agent fees

6,404,064

Distribution and service plan fees

2,067,458

Accounting and security lending fees

952,058

Custodian fees and expenses

56,759

Independent trustees' compensation

14,296

Registration fees

132,108

Audit

64,853

Legal

12,312

Interest

652

Miscellaneous

33,881

Total expenses before reductions

37,964,589

Expense reductions

(631,182)

37,333,407

Net investment income (loss)

11,952,766

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

375,645,847

Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $109,056,467)

464,750,352

Other affiliated issuers

85,451,270

 

Foreign currency transactions

(5,181)

Total net realized gain (loss)

 

925,842,288

Change in net unrealized appreciation (depreciation) on:

Investment securities

(668,247,397)

Assets and liabilities in foreign currencies

(1,683)

Total change in net unrealized appreciation (depreciation)

 

(668,249,080)

Net gain (loss)

257,593,208

Net increase (decrease) in net assets resulting from operations

$ 269,545,974

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,952,766

$ 24,107,442

Net realized gain (loss)

925,842,288

300,684,864

Change in net unrealized appreciation (depreciation)

(668,249,080)

820,354,516

Net increase (decrease) in net assets resulting
from operations

269,545,974

1,145,146,822

Distributions to shareholders from net investment income

(10,662,065)

(21,412,021)

Distributions to shareholders from net realized gain

(362,625,477)

(85,195,362)

Total distributions

(373,287,542)

(106,607,383)

Share transactions - net increase (decrease)

(1,289,647,794)

507,448,391

Redemption fees

536,076

726,904

Total increase (decrease) in net assets

(1,392,853,286)

1,546,714,734

 

 

 

Net Assets

Beginning of period

4,230,407,484

2,683,692,750

End of period (including undistributed net investment income of $5,856,882 and undistributed net investment income of $6,475,378, respectively)

$ 2,837,554,198

$ 4,230,407,484

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.96

$ 14.86

$ 15.48

$ 13.45

$ 11.13

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .07

  .01

  .01F

  .02G

Net realized and unrealized gain (loss)

  1.24

  5.57

  .30

  2.22

  2.33

Total from investment operations

  1.27

  5.64

  .31

  2.23

  2.35

Distributions from net investment income

  (.01)

  (.07)

  (.01)

  (.08)

  (.03)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.94)

  (.54)

  (.93) J

  (.20)

  (.03)

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.29

$ 19.96

$ 14.86

$ 15.48

$ 13.45

Total ReturnA, B

  6.83%

  39.09%

  3.24%

  16.72%

  21.16%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  1.36%

  1.36%

  1.44%

  1.44%

  1.47%

Expenses net of fee waivers, if any

  1.35%

  1.36%

  1.44%

  1.43%

  1.40%

Expenses net of all reductions

  1.34%

  1.36%

  1.44%

  1.43%

  1.39%

Net investment income (loss)

  .13%

  .41%

  .09%

  .06% F

  .17% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 258,183

$ 275,265

$ 150,285

$ 140,707

$ 96,994

Portfolio turnover rateE

  26% K

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.70

$ 14.70

$ 15.34

$ 13.34

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .03

  (.02)

  (.03) F

  (.01) G

Net realized and unrealized gain (loss)

  1.23

  5.50

  .31

  2.20

  2.31

Total from investment operations

  1.21

  5.53

  .29

  2.17

  2.30

Distributions from net investment income

  -

  (.06)

  -

  (.05)

  (.01)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.53)

  (.93)

  (.17)

  (.01)

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.98

$ 19.70

$ 14.70

$ 15.34

$ 13.34

Total ReturnA, B

  6.58%

  38.70%

  3.08%

  16.36%

  20.87%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  1.61%

  1.60%

  1.67%

  1.70%

  1.72%

Expenses net of fee waivers, if any

  1.59%

  1.60%

  1.67%

  1.69%

  1.65%

Expenses net of all reductions

  1.59%

  1.59%

  1.67%

  1.69%

  1.64%

Net investment income (loss)

  (.11)%

  .18%

  (.14)%

  (.19)% F

  (.08)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 100,975

$ 107,444

$ 57,514

$ 55,845

$ 44,091

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.35)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.06

$ 14.27

$ 15.00

$ 13.08

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.13)

  (.06)

  (.09)

  (.10) F

  (.07) G

Net realized and unrealized gain (loss)

  1.18

  5.34

  .29

  2.15

  2.27

Total from investment operations

  1.05

  5.28

  .20

  2.05

  2.20

Distributions from net investment income

  -

  (.02)

  -

  (.01)

  -

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.49)

  (.93)

  (.13)

  -

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.18

$ 19.06

$ 14.27

$ 15.00

$ 13.08

Total ReturnA, B

  5.92%

  38.07%

  2.51%

  15.80%

  20.22%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  2.18%

  2.15%

  2.19%

  2.20%

  2.22%

Expenses net of fee waivers, if any

  2.17%

  2.15%

  2.19%

  2.19%

  2.15%

Expenses net of all reductions

  2.16%

  2.14%

  2.19%

  2.19%

  2.14%

Net investment income (loss)

  (.69)%

  (.37)%

  (.66)%

  (.69)% F

  (.58)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,808

$ 7,052

$ 6,675

$ 8,549

$ 9,747

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.06

$ 14.28

$ 15.01

$ 13.08

$ 10.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.12)

  (.06)

  (.09)

  (.10) F

  (.07) G

Net realized and unrealized gain (loss)

  1.18

  5.34

  .29

  2.17

  2.26

Total from investment operations

  1.06

  5.28

  .20

  2.07

  2.19

Distributions from net investment income

  -

  (.03)

  -

  (.02)

  -

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.50)

  (.93)

  (.14)

  -

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.19

$ 19.06

$ 14.28

$ 15.01

$ 13.08

Total ReturnA, B

  5.97%

  38.00%

  2.52%

  15.91%

  20.11%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  2.12%

  2.13%

  2.19%

  2.18%

  2.22%

Expenses net of fee waivers, if any

  2.11%

  2.13%

  2.19%

  2.18%

  2.15%

Expenses net of all reductions

  2.10%

  2.12%

  2.19%

  2.18%

  2.14%

Net investment income (loss)

  (.63)%

  (.35)%

  (.66)%

  (.68)% F

  (.58)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 70,541

$ 76,018

$ 47,265

$ 47,457

$ 37,346

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.22

$ 15.05

$ 15.62

$ 13.56

$ 11.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .08

  .12

  .06

  .06E

  .05F

Net realized and unrealized gain (loss)

  1.26

  5.63

  .32

  2.23

  2.34

Total from investment operations

  1.34

  5.75

  .38

  2.29

  2.39

Distributions from net investment income

  (.06)

  (.11)

  (.02)

  (.10)

  (.05)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.13)

  -

Total distributions

  (1.99)

  (.58)

  (.95)

  (.23)

  (.05)

Redemption fees added to paid in capitalB, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.57

$ 20.22

$ 15.05

$ 15.62

$ 13.56

Total ReturnA

  7.12%

  39.45%

  3.67%

  17.03%

  21.32%

Ratios to Average Net AssetsC, G

 

 

 

 

Expenses before reductions

  1.08%

  1.07%

  1.13%

  1.13%

  1.18%

Expenses net of fee waivers, if any

  1.06%

  1.07%

  1.13%

  1.13%

  1.18%

Expenses net of all reductions

  1.06%

  1.06%

  1.13%

  1.13%

  1.17%

Net investment income (loss)

  .41%

  .71%

  .41%

  .37%E

  .39%F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,060,546

$ 2,672,854

$ 1,756,962

$ 1,899,805

$ 1,770,675

Portfolio turnover rateD

  .26% I

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.23

$ 15.05

$ 15.63

$ 13.58

$ 11.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .08

  .12

  .06

  .06E

  .06F

Net realized and unrealized gain (loss)

  1.25

  5.65

  .31

  2.23

  2.34

Total from investment operations

  1.33

  5.77

  .37

  2.29

  2.40

Distributions from net investment income

  (.06)

  (.12)

  (.02)

  (.11)

  (.06)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.13)

  -

Total distributions

  (1.99)

  (.59)

  (.95)

  (.24)

  (.06)

Redemption fees added to paid in capitalB, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.57

$ 20.23

$ 15.05

$ 15.63

$ 13.58

Total ReturnA

  7.08%

  39.54%

  3.59%

  17.02%

  21.42%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  1.09%

  1.07%

  1.14%

  1.10%

  1.12%

Expenses net of fee waivers, if any

  1.07%

  1.07%

  1.14%

  1.10%

  1.12%

Expenses net of all reductions

  1.07%

  1.06%

  1.14%

  1.10%

  1.12%

Net investment income (loss)

  .40%

  .70%

  .39%

  .39%E

  .45%F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 342,500

$ 359,582

$ 138,981

$ 101,565

$ 78,440

Portfolio turnover rateD

  26% I

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity® Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on March 1, 2013, the Fund's other share classes were closed to new accounts with certain exceptions. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013 and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to in-kind transactions, foreign currency transactions, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 594,149,641

Gross unrealized depreciation

(90,079,013)

Net unrealized appreciation (depreciation) on securities

$ 504,070,628

 

 

Tax Cost

$ 2,474,631,628

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,856,882

Undistributed long-term capital gain

$ 278,488,755

Net unrealized appreciation (depreciation) on securities and other investments

$ 504,070,628

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 10,662,065

$ 21,412,021

Long-term Capital Gains

362,625,476

85,195,362

Total

$ 373,287,541

$ 106,607,383

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $854,969,915 and $1,179,251,195, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .84% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 698,016

$ 8,584

Class T

.25%

.25%

546,090

860

Class B

.75%

.25%

62,287

46,778

Class C

.75%

.25%

761,065

76,077

 

 

 

$ 2,067,458

$ 132,299

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5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 12,340

Class T

4,891

Class B*

5,101

Class C*

3,506

 

$ 25,838

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 647,648

.23

Class T

244,503

.22

Class B

18,830

.30

Class C

184,822

.24

Small Cap Value

4,528,423

.20

Institutional Class

779,838

.21

 

$ 6,404,064

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $34,447 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 11,791,333

.33%

$ 652

Redemptions In-Kind. During the period, 67,200,853 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,338,424,445. The net realized gain of $464,750,352 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,913 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund

Annual Report

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $874,417, including $3,386 from securities loaned to FCM.

8. Expense Reductions.

The investment adviser has contractually agreed to waive a portion of the Fund's management fee until May 31, 2015. During the period, this waiver reduced the Fund's management fee by $538,400.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $44,531.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $48,251 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014A

2013

From net investment income

 

 

Class A

$ 171,608

$ 785,355

Class T

-

231,402

Class B

-

9,411

Class C

-

90,526

Small Cap Value

7,284,772

13,318,853

Class F

2,011,606

5,669,081

Institutional Class

1,194,079

1,307,393

Total

$ 10,662,065

$ 21,412,021

From net realized gain

 

 

Class A

$ 26,941,211

$ 5,001,914

Class T

10,672,388

1,871,336

Class B

695,128

211,601

Class C

7,761,033

1,589,582

Small Cap Value

236,012,007

54,759,308

Class F

44,973,770

17,097,966

Institutional Class

35,569,940

4,663,655

Total

$ 362,625,477

$ 85,195,362

A All Class F Shares were redeemed on November 19, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014A

2013

2014A

2013

Class A

 

 

 

 

Shares sold

2,364,232

6,665,265

$ 46,165,166

$ 113,825,347

Reinvestment of distributions

1,371,738

357,182

25,837,208

5,478,656

Shares redeemed

(4,138,116)

(3,345,663)

(80,966,690)

(56,976,312)

Net increase (decrease)

(402,146)

3,676,784

$ (8,964,316)

$ 62,327,691

Class T

 

 

 

 

Shares sold

987,146

2,420,486

$ 19,000,773

$ 41,524,163

Reinvestment of distributions

566,918

135,952

10,525,159

2,060,454

Shares redeemed

(1,685,516)

(1,017,057)

(32,399,109)

(17,196,752)

Net increase (decrease)

(131,452)

1,539,381

$ (2,873,177)

$ 26,387,865

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014A

2013

2014A

2013

Class B

 

 

 

 

Shares sold

9,527

63,699

$ 174,532

$ 1,033,590

Reinvestment of distributions

33,965

12,922

607,035

189,673

Shares redeemed

(149,029)

(174,192)

(2,755,578)

(2,861,489)

Net increase (decrease)

(105,537)

(97,571)

$ (1,974,011)

$ (1,638,226)

Class C

 

 

 

 

Shares sold

268,818

1,262,288

$ 4,960,750

$ 20,129,471

Reinvestment of distributions

378,946

98,556

6,778,684

1,448,319

Shares redeemed

(758,615)

(683,043)

(14,057,302)

(11,003,236)

Net increase (decrease)

(110,851)

677,801

$ (2,317,868)

$ 10,574,554

Small Cap Value

 

 

 

 

Shares sold

19,542,379

46,643,321

$ 386,966,432

$ 815,184,196

Reinvestment of distributions

11,711,859

4,065,017

222,752,806

63,037,497

Shares redeemed

(58,131,122)B

(35,306,999)

(1,153,341,425)B

(618,245,939)

Net increase (decrease)

(26,876,884)

15,401,339

$ (543,622,187)

$ 259,975,754

Class F

 

 

 

 

Shares sold

879,716

7,943,352

$ 17,395,091

$ 133,806,197

Reinvestment of distributions

2,497,893

1,465,154

46,985,376

22,767,047

Shares redeemed

(39,476,567)B

(8,168,596)

(787,183,278)B

(151,555,822)

Net increase (decrease)

(36,098,958)

1,239,910

$ (722,802,811)

$ 5,017,422

Institutional Class

 

 

 

 

Shares sold

4,292,555

11,988,758

$ 84,987,281

$ 206,274,907

Reinvestment of distributions

1,739,424

337,968

33,193,654

5,246,517

Shares redeemed

(6,306,791)

(3,783,835)

(125,274,359)

(66,718,093)

Net increase (decrease)

(274,812)

8,542,891

$ (7,093,424)

$ 144,803,331

A All Class F Shares were redeemed on November 19, 2013.

B Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

09/15/14

09/12/14

$0.048

$1.955

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $441,012,533, or, if subsequently determined to be different, the net capital gain of such year.

Institutional Class designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2013 and for a sleeve of the fund in August 2013.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Small Cap Value Fund

bfr2727475

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

bfr2727477

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board also considered that it had approved a transitional management fee adjustment for the fund that will decrease the fund's management fee paid each month through May 31, 2015.

The Board noted that the total expense ratio of each of Class A, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of each of Class T, Class B, and Class C ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCVI-UANN-0914
1.803743.109

Fidelity®

Small Cap Value

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® Small Cap Value Fund

7.12%

17.07%

11.28%

A From November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Value Fund, a class of the fund, on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

bfr2727490

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Charles Myers and Derek Janssen, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity® Small Cap Value Fund: For the year, the fund's Retail Class shares gained 7.12%, trailing the 8.18% gain of the benchmark Russell 2000® Value Index. The fund was hampered the most by subpar security selection in industrials. Conversely, the fund enjoyed very good results from our picks in information technology. The biggest detractor by far was furniture and appliance rent-to-own business Rent-A-Center, which faced several business challenges during the period. Another notable detractor was Quad/Graphics, a very inexpensively valued commercial printing company. After Quad/Graphics issued a disappointing financial report in November, we reassessed our position in the stock and began to reduce the fund's stake. In contrast, the fund benefited from an out-of-benchmark position in Chemed, which runs two very different businesses - the Roto-Rooter® plumbing service and a network of professionals offering end-of-life hospice care. Chemed's shares rose about 44% during the period. Another boost came from owning energy companies LinnCo and Berry Petroleum, the latter of which was acquired by the former. Chemed and LinnCo were not in the index.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.38%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.20

$ 6.94

HypotheticalA

 

$ 1,000.00

$ 1,017.95

$ 6.90

Class T

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.90

$ 8.14

HypotheticalA

 

$ 1,000.00

$ 1,016.76

$ 8.10

Class B

2.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,023.10

$ 11.09

HypotheticalA

 

$ 1,000.00

$ 1,013.84

$ 11.04

Class C

2.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,023.10

$ 10.73

HypotheticalA

 

$ 1,000.00

$ 1,014.18

$ 10.69

Small Cap Value

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.40

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.34

$ 5.51

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.40

$ 5.58

HypotheticalA

 

$ 1,000.00

$ 1,019.29

$ 5.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Tech Data Corp.

2.9

2.6

PacWest Bancorp

2.9

1.8

Federated Investors, Inc. Class B (non-vtg.)

2.9

2.9

TCF Financial Corp.

2.8

2.8

World Fuel Services Corp.

2.8

3.0

Endurance Specialty Holdings Ltd.

2.5

2.7

First Citizen Bancshares, Inc.

2.3

1.9

Ingram Micro, Inc. Class A

2.3

1.9

DCT Industrial Trust, Inc.

2.3

2.0

Aspen Insurance Holdings Ltd.

2.3

2.1

 

26.0

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

40.8

38.9

Industrials

14.3

14.8

Information Technology

13.1

13.5

Consumer Discretionary

10.4

11.9

Health Care

6.6

5.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

bfr2727372

Stocks 99.5%

 

bfr2727372

Stocks 100.0%

 

bfr2727375

Short-Term
Investments and
Net Other Assets (Liabilities) 0.5%

 

bfr2727375

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%

 

* Foreign investments

8.9%

 

** Foreign investments

7.5%

 

bfr2727496

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CONSUMER DISCRETIONARY - 10.4%

Auto Components - 0.2%

Standard Motor Products, Inc.

143,301

$ 5,166,001

Diversified Consumer Services - 0.7%

Regis Corp.

1,515,900

21,116,487

Multiline Retail - 1.9%

Big Lots, Inc.

1,212,700

53,055,625

Specialty Retail - 7.5%

Aarons, Inc. Class A

2,295,100

60,544,738

Genesco, Inc. (a)

617,728

47,114,115

Murphy U.S.A., Inc. (a)

1,060,715

52,420,535

Rent-A-Center, Inc.

1,646,367

39,414,026

Tsutsumi Jewelry Co. Ltd.

520,900

13,304,726

 

212,798,140

Textiles, Apparel & Luxury Goods - 0.1%

Vera Bradley, Inc. (a)

231,000

4,580,730

TOTAL CONSUMER DISCRETIONARY

296,716,983

CONSUMER STAPLES - 2.7%

Food Products - 1.5%

Post Holdings, Inc. (a)

931,300

41,833,996

Tobacco - 1.2%

Universal Corp. (d)

660,000

34,273,800

TOTAL CONSUMER STAPLES

76,107,796

ENERGY - 4.8%

Energy Equipment & Services - 0.4%

ShawCor Ltd. Class A

246,000

12,451,727

Oil, Gas & Consumable Fuels - 4.4%

LinnCo LLC (d)

507,788

14,771,553

Northern Oil & Gas, Inc. (a)(d)

1,958,249

31,508,226

World Fuel Services Corp.

1,823,800

78,332,210

 

124,611,989

TOTAL ENERGY

137,063,716

FINANCIALS - 40.8%

Banks - 14.4%

Associated Banc-Corp.

2,945,300

52,779,776

City National Corp.

840,300

63,232,575

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

CVB Financial Corp.

2,361,688

$ 36,110,210

First Citizen Bancshares, Inc.

296,324

65,887,642

National Penn Bancshares, Inc.

2,759,400

28,421,820

PacWest Bancorp

2,004,105

83,511,055

TCF Financial Corp.

5,039,800

79,679,238

 

409,622,316

Capital Markets - 3.6%

Federated Investors, Inc. Class B (non-vtg.) (d)

2,949,963

83,247,956

Waddell & Reed Financial, Inc. Class A

339,100

17,901,089

 

101,149,045

Consumer Finance - 1.9%

Cash America International, Inc.

559,700

24,845,083

EZCORP, Inc. (non-vtg.) Class A (a)

1,412,488

13,828,258

World Acceptance Corp. (a)(d)

181,500

14,716,020

 

53,389,361

Insurance - 9.4%

Aspen Insurance Holdings Ltd.

1,599,400

63,991,994

Endurance Specialty Holdings Ltd.

1,352,400

71,528,436

Platinum Underwriters Holdings Ltd.

1,001,999

58,717,141

ProAssurance Corp.

793,200

34,607,316

StanCorp Financial Group, Inc.

631,300

38,092,642

 

266,937,529

Real Estate Investment Trusts - 7.0%

DCT Industrial Trust, Inc.

8,229,086

64,433,743

Franklin Street Properties Corp.

3,480,800

42,256,912

National Retail Properties, Inc. (d)

883,400

31,422,538

Rouse Properties, Inc. (d)(e)

3,600,000

61,020,000

 

199,133,193

Real Estate Management & Development - 1.1%

Kennedy Wilson Europe Real Estate PLC

1,684,900

30,209,829

Thrifts & Mortgage Finance - 3.4%

Astoria Financial Corp.

3,403,499

43,837,067

Washington Federal, Inc.

2,492,000

52,232,320

 

96,069,387

TOTAL FINANCIALS

1,156,510,660

Common Stocks - continued

Shares

Value

HEALTH CARE - 6.6%

Health Care Equipment & Supplies - 2.4%

Hill-Rom Holdings, Inc.

773,200

$ 30,464,080

Integra LifeSciences Holdings Corp. (a)

809,200

38,372,264

 

68,836,344

Health Care Providers & Services - 3.0%

AmSurg Corp. (a)

893,800

42,687,888

Chemed Corp. (d)

423,700

43,153,845

 

85,841,733

Pharmaceuticals - 1.2%

Theravance, Inc. (a)(d)

1,507,033

32,702,616

TOTAL HEALTH CARE

187,380,693

INDUSTRIALS - 14.3%

Air Freight & Logistics - 0.9%

Atlas Air Worldwide Holdings, Inc. (a)

780,133

26,696,151

Commercial Services & Supplies - 5.2%

ACCO Brands Corp. (a)(e)

7,611,200

50,386,144

Knoll, Inc.

1,269,800

21,345,338

Quad/Graphics, Inc.

1,250,849

26,417,931

United Stationers, Inc.

1,301,398

50,207,935

 

148,357,348

Electrical Equipment - 4.4%

AZZ, Inc.

770,000

33,602,800

EnerSys

743,700

47,172,891

GrafTech International Ltd. (a)(d)

5,212,200

43,782,480

 

124,558,171

Machinery - 1.6%

Blount International, Inc. (a)

1,850,200

24,163,612

Columbus McKinnon Corp. (NY Shares)

776,000

18,042,000

Mueller Industries, Inc.

80,000

2,226,400

 

44,432,012

Trading Companies & Distributors - 2.2%

WESCO International, Inc. (a)(d)

777,933

61,059,961

TOTAL INDUSTRIALS

405,103,643

INFORMATION TECHNOLOGY - 13.1%

Communications Equipment - 1.5%

Polycom, Inc. (a)

3,242,475

41,568,530

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 6.4%

Ingram Micro, Inc. Class A (a)

2,248,300

$ 64,526,210

SYNNEX Corp. (a)

527,200

34,004,400

Tech Data Corp. (a)

1,336,373

83,910,860

 

182,441,470

Internet Software & Services - 1.0%

j2 Global, Inc.

574,300

28,094,756

IT Services - 2.0%

CACI International, Inc. Class A (a)

828,334

57,146,763

Software - 2.2%

SS&C Technologies Holdings, Inc. (a)

1,418,900

61,452,559

TOTAL INFORMATION TECHNOLOGY

370,704,078

MATERIALS - 3.0%

Containers & Packaging - 1.3%

Silgan Holdings, Inc.

750,000

36,915,000

Metals & Mining - 1.7%

Haynes International, Inc.

376,903

18,769,769

RTI International Metals, Inc. (a)

1,230,500

30,590,230

 

49,359,999

TOTAL MATERIALS

86,274,999

UTILITIES - 3.8%

Electric Utilities - 2.8%

El Paso Electric Co.

974,121

35,896,359

IDACORP, Inc.

822,000

44,018,100

 

79,914,459

Gas Utilities - 1.0%

Southwest Gas Corp.

547,656

27,125,402

TOTAL UTILITIES

107,039,861

TOTAL COMMON STOCKS

(Cost $2,315,504,569)


2,822,902,429

Money Market Funds - 5.5%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

10,267,832

$ 10,267,832

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

145,531,995

145,531,995

TOTAL MONEY MARKET FUNDS

(Cost $155,799,827)


155,799,827

TOTAL INVESTMENT PORTFOLIO - 105.0%

(Cost $2,471,304,396)

2,978,702,256

NET OTHER ASSETS (LIABILITIES) - (5.0)%

(141,148,058)

NET ASSETS - 100%

$ 2,837,554,198

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 18,564

Fidelity Securities Lending Cash Central Fund

874,417

Total

$ 892,981

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds
*

Dividend
Income

Value,
end of
period

ACCO Brands Corp.

$ 70,270,150

$ 3,955,917

$ 21,579,480

$ -

$ 50,386,144

Astoria Financial Corp.

63,439,988

-

24,073,100

616,420

-

Blount International, Inc.

39,210,500

-

14,064,571

-

-

CACI International, Inc. Class A

84,031,458

-

31,369,100

-

-

Columbus McKinnon Corp. (NY Shares)

23,226,000

-

7,378,820

31,040

-

Franklin Street Properties Corp.

63,888,000

6,710,106

24,031,632

2,914,733

-

GrafTech International Ltd.

57,971,680

-

28,363,648

-

-

HNI Corp.

97,287,208

-

94,962,777

1,325,907

-

Monotype Imaging Holdings, Inc.

61,318,401

-

69,874,384

297,102

-

Platinum Underwriters Holdings Ltd.

85,165,691

-

29,187,426

360,872

-

Quad/Graphics, Inc.

75,007,000

-

34,701,403

2,238,965

-

Regis Corp.

57,598,920

-

27,623,343

337,920

-

Rouse Properties, Inc.

-

62,526,334

-

612,000

61,020,000

RTI International Metals, Inc.

57,622,000

-

22,511,670

-

-

Tech Data Corp.

98,763,117

6,654,871

38,603,914

-

-

Valassis Comm-unications, Inc.

60,210,064

211,335

68,200,733

1,121,822

-

Total

$ 995,010,177

$ 80,058,563

$ 536,526,001

$ 9,856,781

$ 111,406,144

* Includes the value of securities delivered through in-kind transactions.

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 296,716,983

$ 283,412,257

$ 13,304,726

$ -

Consumer Staples

76,107,796

76,107,796

-

-

Energy

137,063,716

137,063,716

-

-

Financials

1,156,510,660

1,156,510,660

-

-

Health Care

187,380,693

187,380,693

-

-

Industrials

405,103,643

405,103,643

-

-

Information Technology

370,704,078

370,704,078

-

-

Materials

86,274,999

86,274,999

-

-

Utilities

107,039,861

107,039,861

-

-

Money Market Funds

155,799,827

155,799,827

-

-

Total Investments in Securities:

$ 2,978,702,256

$ 2,965,397,530

$ 13,304,726

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $139,656,509) - See accompanying schedule:

Unaffiliated issuers (cost $2,195,838,822)

$ 2,711,496,285

 

Fidelity Central Funds (cost $155,799,827)

155,799,827

 

Other affiliated issuers (cost $119,665,747)

111,406,144

 

Total Investments (cost $2,471,304,396)

 

$ 2,978,702,256

Cash

 

237,291

Receivable for investments sold

12,220,217

Receivable for fund shares sold

1,958,797

Dividends receivable

1,752,464

Distributions receivable from Fidelity Central Funds

436,344

Receivable from investment adviser for expense reductions

2,252

Other receivables

19,623

Total assets

2,995,329,244

 

 

 

Liabilities

Payable for investments purchased

$ 3,264,421

Payable for fund shares redeemed

6,046,837

Accrued management fee

2,105,803

Distribution and service plan fees payable

166,855

Other affiliated payables

588,008

Other payables and accrued expenses

71,127

Collateral on securities loaned, at value

145,531,995

Total liabilities

157,775,046

 

 

 

Net Assets

$ 2,837,554,198

Net Assets consist of:

 

Paid in capital

$ 2,049,137,933

Undistributed net investment income

5,856,882

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

275,161,523

Net unrealized appreciation (depreciation) on investments

507,397,860

Net Assets

$ 2,837,554,198

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($258,183,354 ÷ 13,385,509 shares)

$ 19.29

 

 

 

Maximum offering price per share (100/94.25 of $19.29)

$ 20.47

Class T:
Net Asset Value
and redemption price per share ($100,975,244 ÷ 5,321,352 shares)

$ 18.98

 

 

 

Maximum offering price per share (100/96.50 of $18.98)

$ 19.67

Class B:
Net Asset Value
and offering price per share ($4,808,237 ÷ 264,509 shares)A

$ 18.18

 

 

 

Class C:
Net Asset Value
and offering price per share ($70,541,309 ÷ 3,877,443 shares)A

$ 18.19

 

 

 

Small Cap Value:
Net Asset Value
, offering price and redemption price per share ($2,060,546,290 ÷ 105,297,795 shares)

$ 19.57

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($342,499,764 ÷ 17,499,817 shares)

$ 19.57

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $9,856,781 earned from other affiliated issuers)

 

$ 48,393,147

Interest

 

45

Income from Fidelity Central Funds

 

892,981

Total income

 

49,286,173

 

 

 

Expenses

Management fee
Basic fee

$ 23,398,200

Performance adjustment

4,827,948

Transfer agent fees

6,404,064

Distribution and service plan fees

2,067,458

Accounting and security lending fees

952,058

Custodian fees and expenses

56,759

Independent trustees' compensation

14,296

Registration fees

132,108

Audit

64,853

Legal

12,312

Interest

652

Miscellaneous

33,881

Total expenses before reductions

37,964,589

Expense reductions

(631,182)

37,333,407

Net investment income (loss)

11,952,766

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

375,645,847

Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $109,056,467)

464,750,352

Other affiliated issuers

85,451,270

 

Foreign currency transactions

(5,181)

Total net realized gain (loss)

 

925,842,288

Change in net unrealized appreciation (depreciation) on:

Investment securities

(668,247,397)

Assets and liabilities in foreign currencies

(1,683)

Total change in net unrealized appreciation (depreciation)

 

(668,249,080)

Net gain (loss)

257,593,208

Net increase (decrease) in net assets resulting from operations

$ 269,545,974

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,952,766

$ 24,107,442

Net realized gain (loss)

925,842,288

300,684,864

Change in net unrealized appreciation (depreciation)

(668,249,080)

820,354,516

Net increase (decrease) in net assets resulting
from operations

269,545,974

1,145,146,822

Distributions to shareholders from net investment income

(10,662,065)

(21,412,021)

Distributions to shareholders from net realized gain

(362,625,477)

(85,195,362)

Total distributions

(373,287,542)

(106,607,383)

Share transactions - net increase (decrease)

(1,289,647,794)

507,448,391

Redemption fees

536,076

726,904

Total increase (decrease) in net assets

(1,392,853,286)

1,546,714,734

 

 

 

Net Assets

Beginning of period

4,230,407,484

2,683,692,750

End of period (including undistributed net investment income of $5,856,882 and undistributed net investment income of $6,475,378, respectively)

$ 2,837,554,198

$ 4,230,407,484

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.96

$ 14.86

$ 15.48

$ 13.45

$ 11.13

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .03

  .07

  .01

  .01F

  .02G

Net realized and unrealized gain (loss)

  1.24

  5.57

  .30

  2.22

  2.33

Total from investment operations

  1.27

  5.64

  .31

  2.23

  2.35

Distributions from net investment income

  (.01)

  (.07)

  (.01)

  (.08)

  (.03)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.94)

  (.54)

  (.93) J

  (.20)

  (.03)

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.29

$ 19.96

$ 14.86

$ 15.48

$ 13.45

Total ReturnA, B

  6.83%

  39.09%

  3.24%

  16.72%

  21.16%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  1.36%

  1.36%

  1.44%

  1.44%

  1.47%

Expenses net of fee waivers, if any

  1.35%

  1.36%

  1.44%

  1.43%

  1.40%

Expenses net of all reductions

  1.34%

  1.36%

  1.44%

  1.43%

  1.39%

Net investment income (loss)

  .13%

  .41%

  .09%

  .06% F

  .17% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 258,183

$ 275,265

$ 150,285

$ 140,707

$ 96,994

Portfolio turnover rateE

  26% K

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

K Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.70

$ 14.70

$ 15.34

$ 13.34

$ 11.05

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .03

  (.02)

  (.03) F

  (.01) G

Net realized and unrealized gain (loss)

  1.23

  5.50

  .31

  2.20

  2.31

Total from investment operations

  1.21

  5.53

  .29

  2.17

  2.30

Distributions from net investment income

  -

  (.06)

  -

  (.05)

  (.01)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.53)

  (.93)

  (.17)

  (.01)

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.98

$ 19.70

$ 14.70

$ 15.34

$ 13.34

Total ReturnA, B

  6.58%

  38.70%

  3.08%

  16.36%

  20.87%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  1.61%

  1.60%

  1.67%

  1.70%

  1.72%

Expenses net of fee waivers, if any

  1.59%

  1.60%

  1.67%

  1.69%

  1.65%

Expenses net of all reductions

  1.59%

  1.59%

  1.67%

  1.69%

  1.64%

Net investment income (loss)

  (.11)%

  .18%

  (.14)%

  (.19)% F

  (.08)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 100,975

$ 107,444

$ 57,514

$ 55,845

$ 44,091

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.35)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.06

$ 14.27

$ 15.00

$ 13.08

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.13)

  (.06)

  (.09)

  (.10) F

  (.07) G

Net realized and unrealized gain (loss)

  1.18

  5.34

  .29

  2.15

  2.27

Total from investment operations

  1.05

  5.28

  .20

  2.05

  2.20

Distributions from net investment income

  -

  (.02)

  -

  (.01)

  -

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.49)

  (.93)

  (.13)

  -

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.18

$ 19.06

$ 14.27

$ 15.00

$ 13.08

Total ReturnA, B

  5.92%

  38.07%

  2.51%

  15.80%

  20.22%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  2.18%

  2.15%

  2.19%

  2.20%

  2.22%

Expenses net of fee waivers, if any

  2.17%

  2.15%

  2.19%

  2.19%

  2.15%

Expenses net of all reductions

  2.16%

  2.14%

  2.19%

  2.19%

  2.14%

Net investment income (loss)

  (.69)%

  (.37)%

  (.66)%

  (.69)% F

  (.58)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,808

$ 7,052

$ 6,675

$ 8,549

$ 9,747

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.06

$ 14.28

$ 15.01

$ 13.08

$ 10.89

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.12)

  (.06)

  (.09)

  (.10) F

  (.07) G

Net realized and unrealized gain (loss)

  1.18

  5.34

  .29

  2.17

  2.26

Total from investment operations

  1.06

  5.28

  .20

  2.07

  2.19

Distributions from net investment income

  -

  (.03)

  -

  (.02)

  -

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.12)

  -

Total distributions

  (1.93)

  (.50)

  (.93)

  (.14)

  -

Redemption fees added to paid in capitalC, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 18.19

$ 19.06

$ 14.28

$ 15.01

$ 13.08

Total ReturnA, B

  5.97%

  38.00%

  2.52%

  15.91%

  20.11%

Ratios to Average Net Assets D, H

 

 

 

 

 

Expenses before reductions

  2.12%

  2.13%

  2.19%

  2.18%

  2.22%

Expenses net of fee waivers, if any

  2.11%

  2.13%

  2.19%

  2.18%

  2.15%

Expenses net of all reductions

  2.10%

  2.12%

  2.19%

  2.18%

  2.14%

Net investment income (loss)

  (.63)%

  (.35)%

  (.66)%

  (.68)% F

  (.58)% G

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 70,541

$ 76,018

$ 47,265

$ 47,457

$ 37,346

Portfolio turnover rateE

  26% J

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06)%.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.22

$ 15.05

$ 15.62

$ 13.56

$ 11.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .08

  .12

  .06

  .06E

  .05F

Net realized and unrealized gain (loss)

  1.26

  5.63

  .32

  2.23

  2.34

Total from investment operations

  1.34

  5.75

  .38

  2.29

  2.39

Distributions from net investment income

  (.06)

  (.11)

  (.02)

  (.10)

  (.05)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.13)

  -

Total distributions

  (1.99)

  (.58)

  (.95)

  (.23)

  (.05)

Redemption fees added to paid in capitalB, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.57

$ 20.22

$ 15.05

$ 15.62

$ 13.56

Total ReturnA

  7.12%

  39.45%

  3.67%

  17.03%

  21.32%

Ratios to Average Net AssetsC, G

 

 

 

 

Expenses before reductions

  1.08%

  1.07%

  1.13%

  1.13%

  1.18%

Expenses net of fee waivers, if any

  1.06%

  1.07%

  1.13%

  1.13%

  1.18%

Expenses net of all reductions

  1.06%

  1.06%

  1.13%

  1.13%

  1.17%

Net investment income (loss)

  .41%

  .71%

  .41%

  .37%E

  .39%F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,060,546

$ 2,672,854

$ 1,756,962

$ 1,899,805

$ 1,770,675

Portfolio turnover rateD

  .26% I

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.23

$ 15.05

$ 15.63

$ 13.58

$ 11.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .08

  .12

  .06

  .06E

  .06F

Net realized and unrealized gain (loss)

  1.25

  5.65

  .31

  2.23

  2.34

Total from investment operations

  1.33

  5.77

  .37

  2.29

  2.40

Distributions from net investment income

  (.06)

  (.12)

  (.02)

  (.11)

  (.06)

Distributions from net realized gain

  (1.93)

  (.47)

  (.93)

  (.13)

  -

Total distributions

  (1.99)

  (.59)

  (.95)

  (.24)

  (.06)

Redemption fees added to paid in capitalB, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.57

$ 20.23

$ 15.05

$ 15.63

$ 13.58

Total ReturnA

  7.08%

  39.54%

  3.59%

  17.02%

  21.42%

Ratios to Average Net Assets C, G

 

 

 

 

 

Expenses before reductions

  1.09%

  1.07%

  1.14%

  1.10%

  1.12%

Expenses net of fee waivers, if any

  1.07%

  1.07%

  1.14%

  1.10%

  1.12%

Expenses net of all reductions

  1.07%

  1.06%

  1.14%

  1.10%

  1.12%

Net investment income (loss)

  .40%

  .70%

  .39%

  .39%E

  .45%F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 342,500

$ 359,582

$ 138,981

$ 101,565

$ 78,440

Portfolio turnover rateD

  26% I

  29%

  27%

  22%

  49%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity® Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on March 1, 2013, the Fund's other share classes were closed to new accounts with certain exceptions. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013 and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to in-kind transactions, foreign currency transactions, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 594,149,641

Gross unrealized depreciation

(90,079,013)

Net unrealized appreciation (depreciation) on securities

$ 504,070,628

 

 

Tax Cost

$ 2,474,631,628

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,856,882

Undistributed long-term capital gain

$ 278,488,755

Net unrealized appreciation (depreciation) on securities and other investments

$ 504,070,628

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 10,662,065

$ 21,412,021

Long-term Capital Gains

362,625,476

85,195,362

Total

$ 373,287,541

$ 106,607,383

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $854,969,915 and $1,179,251,195, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .84% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 698,016

$ 8,584

Class T

.25%

.25%

546,090

860

Class B

.75%

.25%

62,287

46,778

Class C

.75%

.25%

761,065

76,077

 

 

 

$ 2,067,458

$ 132,299

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 12,340

Class T

4,891

Class B*

5,101

Class C*

3,506

 

$ 25,838

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 647,648

.23

Class T

244,503

.22

Class B

18,830

.30

Class C

184,822

.24

Small Cap Value

4,528,423

.20

Institutional Class

779,838

.21

 

$ 6,404,064

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $34,447 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 11,791,333

.33%

$ 652

Redemptions In-Kind. During the period, 67,200,853 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,338,424,445. The net realized gain of $464,750,352 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,913 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund

Annual Report

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $874,417, including $3,386 from securities loaned to FCM.

8. Expense Reductions.

The investment adviser has contractually agreed to waive a portion of the Fund's management fee until May 31, 2015. During the period, this waiver reduced the Fund's management fee by $538,400.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $44,531.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $48,251 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014A

2013

From net investment income

 

 

Class A

$ 171,608

$ 785,355

Class T

-

231,402

Class B

-

9,411

Class C

-

90,526

Small Cap Value

7,284,772

13,318,853

Class F

2,011,606

5,669,081

Institutional Class

1,194,079

1,307,393

Total

$ 10,662,065

$ 21,412,021

From net realized gain

 

 

Class A

$ 26,941,211

$ 5,001,914

Class T

10,672,388

1,871,336

Class B

695,128

211,601

Class C

7,761,033

1,589,582

Small Cap Value

236,012,007

54,759,308

Class F

44,973,770

17,097,966

Institutional Class

35,569,940

4,663,655

Total

$ 362,625,477

$ 85,195,362

A All Class F Shares were redeemed on November 19, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014A

2013

2014A

2013

Class A

 

 

 

 

Shares sold

2,364,232

6,665,265

$ 46,165,166

$ 113,825,347

Reinvestment of distributions

1,371,738

357,182

25,837,208

5,478,656

Shares redeemed

(4,138,116)

(3,345,663)

(80,966,690)

(56,976,312)

Net increase (decrease)

(402,146)

3,676,784

$ (8,964,316)

$ 62,327,691

Class T

 

 

 

 

Shares sold

987,146

2,420,486

$ 19,000,773

$ 41,524,163

Reinvestment of distributions

566,918

135,952

10,525,159

2,060,454

Shares redeemed

(1,685,516)

(1,017,057)

(32,399,109)

(17,196,752)

Net increase (decrease)

(131,452)

1,539,381

$ (2,873,177)

$ 26,387,865

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended July 31,

2014A

2013

2014A

2013

Class B

 

 

 

 

Shares sold

9,527

63,699

$ 174,532

$ 1,033,590

Reinvestment of distributions

33,965

12,922

607,035

189,673

Shares redeemed

(149,029)

(174,192)

(2,755,578)

(2,861,489)

Net increase (decrease)

(105,537)

(97,571)

$ (1,974,011)

$ (1,638,226)

Class C

 

 

 

 

Shares sold

268,818

1,262,288

$ 4,960,750

$ 20,129,471

Reinvestment of distributions

378,946

98,556

6,778,684

1,448,319

Shares redeemed

(758,615)

(683,043)

(14,057,302)

(11,003,236)

Net increase (decrease)

(110,851)

677,801

$ (2,317,868)

$ 10,574,554

Small Cap Value

 

 

 

 

Shares sold

19,542,379

46,643,321

$ 386,966,432

$ 815,184,196

Reinvestment of distributions

11,711,859

4,065,017

222,752,806

63,037,497

Shares redeemed

(58,131,122)B

(35,306,999)

(1,153,341,425)B

(618,245,939)

Net increase (decrease)

(26,876,884)

15,401,339

$ (543,622,187)

$ 259,975,754

Class F

 

 

 

 

Shares sold

879,716

7,943,352

$ 17,395,091

$ 133,806,197

Reinvestment of distributions

2,497,893

1,465,154

46,985,376

22,767,047

Shares redeemed

(39,476,567)B

(8,168,596)

(787,183,278)B

(151,555,822)

Net increase (decrease)

(36,098,958)

1,239,910

$ (722,802,811)

$ 5,017,422

Institutional Class

 

 

 

 

Shares sold

4,292,555

11,988,758

$ 84,987,281

$ 206,274,907

Reinvestment of distributions

1,739,424

337,968

33,193,654

5,246,517

Shares redeemed

(6,306,791)

(3,783,835)

(125,274,359)

(66,718,093)

Net increase (decrease)

(274,812)

8,542,891

$ (7,093,424)

$ 144,803,331

A All Class F Shares were redeemed on November 19, 2013.

B Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay on September 15, 2014 to shareholders of record at the opening of business on September 12, 2014, a distribution of $1.955 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.049 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $441,012,533, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which can be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2013 and for a sleeve of the fund in August 2013.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Small Cap Value Fund

bfr2727498

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

bfr2727500

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board also considered that it had approved a transitional management fee adjustment for the fund that will decrease the fund's management fee paid each month through May 31, 2015.

The Board noted that the total expense ratio of each of Class A, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of each of Class T, Class B, and Class C ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) bfr2727430
1-800-544-5555

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Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SCV-UANN-0914
1.803705.109

Fidelity®

Real Estate Income

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10 years

Fidelity® Real Estate Income Fund

8.78%

14.33%

7.23%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Real Estate Income Fund, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.vfr923537

Annual Report


Management's Discussion of Fund Performance

Market Recap: The fundamental backdrop for commercial real estate remained solid throughout the 12 months ending July 31, 2014. Continued favorable demand across most sectors and geographic markets, along with limited new construction, led to rising occupancies. In turn, this led to gently rising rents and cash flow for real estate owners, including real estate investment trusts (REITs). Investors' continued search for yield in a low-interest-rate environment - rates ended the 12-month period roughly at their starting point - helped further boost the performance of multiple types of real estate securities. For the full 12 months, REIT stocks, as measured by the FTSE® NAREIT® All REITs Index, gained 12.90%, with the vast majority of that increase coming in the second half of the period. The MSCI REIT Preferred Index, which reflects the performance of real estate preferred stocks, added 9.62%. On the fixed-income side, The BofA Merrill LynchSM US Real Estate Index - a market-capitalization-weighted measure of investment-grade corporate debt in the domestic real estate sector - advanced 6.67%, benefiting partly from narrowing credit spreads that helped compensate for rising interest rates in the first half of the 12-month period. In comparison, the S&P 500® Index, a proxy for the broad U.S. stock market, was up 16.94%.

Comments from Mark Snyderman, Portfolio Manager of Fidelity® Real Estate Income Fund: For the year, the fund's Retail Class shares gained 8.78%, which I consider a good absolute return for a 12-month period. In comparison, however, the Fidelity Real Estate Income Composite IndexSM - a 40/40/20 blend of the MSCI REIT Preferred Index, The BofA Merrill LynchSM US Real Estate Index and the FTSE® NAREIT® All REITs Index, respectively - added 9.17%. Most of the categories in which the fund invests did well. The fund's REIT common stock holdings essentially matched the 13% gain in the FTSE® NAREIT® index. Its preferred stocks added about 11%, outpacing the MSCI preferred stock index. On the portfolio's fixed-income side, the fund did particularly well with its commercial mortgage backed securities investments, which rose roughly 11%, compared with approximately 7% for the BofA Merrill Lynch real estate bond index. The fund's high-yield real estate bond picks modestly outpaced this measure, while its investment-grade bonds lagged. Meanwhile, the fund was hampered by a cash position of 8%, on average. I like to hold enough cash to take advantage of attractive buying opportunities when others must sell; unfortunately, the size of the portfolio's stake here was a drag on results in a rising market during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.30

$ 5.38

HypotheticalA

 

$ 1,000.00

$ 1,019.59

$ 5.26

Class T

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.10

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Class C

1.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.70

$ 9.15

HypotheticalA

 

$ 1,000.00

$ 1,015.92

$ 8.95

Real Estate Income

.83%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.80

$ 4.25

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.30

$ 4.00

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Five Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

MFA Financial, Inc.

3.2

3.0

Equity Lifestyle Properties, Inc.

2.7

2.7

Acadia Realty Trust (SBI)

2.4

2.2

Ventas, Inc.

1.6

1.7

Lexington Corporate Properties Trust

1.1

1.0

 

11.0

Top 5 Bonds as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20

0.9

0.8

Standard Pacific Corp. 8.375% 5/15/18

0.8

0.9

Annaly Capital Management, Inc. 5% 5/15/15

0.8

0.9

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20

0.7

0.3

iStar Financial, Inc. 5.875% 3/15/16

0.7

1.0

 

3.9

Top Five REIT Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

REITs - Mortgage

17.3

16.0

REITs - Management/Investment

9.0

8.9

REITs - Health Care Facilities

6.9

6.1

REITs - Shopping Centers

6.3

6.1

REITs - Apartments

4.9

5.0

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

vfr923539

Common Stocks 31.4%

 

vfr923539

Common Stocks 31.6%

 

vfr923542

Preferred Stocks 16.7%

 

vfr923542

Preferred Stocks 14.5%

 

vfr923545

Bonds 32.8%

 

vfr923545

Bonds 34.3%

 

vfr923548

Convertible
Securities 4.5%

 

vfr923548

Convertible
Securities 4.0%

 

vfr923551

Other Investments 7.8%

 

vfr923551

Other Investments 8.6%

 

vfr923554

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.8%

 

vfr923554

Short-Term
Investments and
Net Other Assets
(Liabilities) 7.0%

 

* Foreign investments

2.6%

 

** Foreign investments

3.2%

 

vfr923557

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 31.4%

Shares

Value

CONSUMER DISCRETIONARY - 0.2%

Household Durables - 0.2%

Stanley Martin Communities LLC Class B (a)(m)

4,620

$ 6,928,291

Media - 0.0%

New Media Investment Group, Inc.

2

30

TOTAL CONSUMER DISCRETIONARY

6,928,321

FINANCIALS - 31.0%

Capital Markets - 0.5%

Ellington Financial LLC

950,100

22,517,370

Real Estate Investment Trusts - 29.8%

Acadia Realty Trust (SBI) (g)

3,500,149

98,809,206

AG Mortgage Investment Trust, Inc.

781,700

14,336,378

American Tower Corp.

184,300

17,396,077

Annaly Capital Management, Inc.

826,600

9,175,260

Anworth Mortgage Asset Corp.

1,572,210

7,986,827

Apartment Investment & Management Co. Class A

1,268,100

43,343,658

Arbor Realty Trust, Inc. (g)

3,068,975

21,697,653

Associated Estates Realty Corp.

224,208

3,961,755

AvalonBay Communities, Inc.

191,400

28,342,512

BioMed Realty Trust, Inc.

1,058,200

22,751,300

Blackstone Mortgage Trust, Inc.

75,200

2,140,944

Boardwalk (REIT)

126,200

7,511,698

Canadian (REIT)

131,600

5,524,219

CBL & Associates Properties, Inc.

2,202,873

41,193,725

Cedar Shopping Centers, Inc.

1,208,910

7,616,133

Chambers Street Properties

1,457,593

11,340,074

Chartwell Retirement Residence

459,700

4,553,364

Chartwell Retirement Residence (a)(h)

78,500

777,548

CYS Investments, Inc.

2,094,739

18,601,282

Douglas Emmett, Inc.

689,600

19,646,704

Dynex Capital, Inc.

1,989,943

16,516,527

EastGroup Properties, Inc.

101,500

6,329,540

Ellington Residential Mortgage REIT

260,000

4,238,000

Equity Lifestyle Properties, Inc.

2,511,560

111,236,992

Equity Residential (SBI)

306,700

19,828,155

Excel Trust, Inc.

1,742,628

22,567,033

Extra Space Storage, Inc.

155,200

8,028,496

First Potomac Realty Trust

1,381,615

18,223,502

Five Oaks Investment Corp.

400,000

4,424,000

H&R REIT/H&R Finance Trust

375,100

7,957,136

Hatteras Financial Corp.

685,100

13,119,665

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Highwoods Properties, Inc. (SBI)

139,400

$ 5,864,558

Lexington Corporate Properties Trust

4,174,382

45,667,739

Liberty Property Trust (SBI)

192,300

6,763,191

LTC Properties, Inc.

452,913

17,360,155

MFA Financial, Inc.

16,292,993

132,624,945

Mid-America Apartment Communities, Inc.

612,400

42,819,008

Monmouth Real Estate Investment Corp. Class A (f)

1,197,173

12,306,938

National Retail Properties, Inc.

232,200

8,259,354

Newcastle Investment Corp.

4,850,400

21,681,288

NorthStar Realty Finance Corp.

377,400

6,076,140

Piedmont Office Realty Trust, Inc. Class A

850,200

16,536,390

Potlatch Corp.

40,500

1,672,650

Prologis, Inc.

499,487

20,384,064

Redwood Trust, Inc. (f)

555,100

10,535,798

Select Income (REIT)

456,300

12,662,325

Senior Housing Properties Trust (SBI)

1,562,300

35,714,178

Simon Property Group, Inc.

171,600

28,861,404

Stag Industrial, Inc.

321,769

7,349,204

Terreno Realty Corp.

1,484,064

27,751,997

Two Harbors Investment Corp.

1,721,280

17,608,694

Ventas, Inc.

1,025,546

65,122,171

Washington Prime Group, Inc. (a)

442,350

8,355,992

Washington REIT (SBI)

426,700

11,572,104

Weyerhaeuser Co. (f)

741,400

23,220,648

WP Carey, Inc.

597,900

39,299,967

 

1,245,246,265

Real Estate Management & Development - 0.7%

Brookfield Asset Management, Inc. Class A

257,600

11,491,415

Kennedy-Wilson Holdings, Inc.

664,021

15,538,091

 

27,029,506

TOTAL FINANCIALS

1,294,793,141

Common Stocks - continued

Shares

Value

MATERIALS - 0.2%

Paper & Forest Products - 0.2%

West Fraser Timber Co. Ltd.

231,400

$ 10,541,237

TOTAL COMMON STOCKS

(Cost $1,148,245,642)


1,312,262,699

Preferred Stocks - 17.6%

 

 

 

 

Convertible Preferred Stocks - 0.9%

FINANCIALS - 0.9%

Real Estate Investment Trusts - 0.9%

Alexandria Real Estate Equities, Inc. Series D 7.00%

195,000

5,313,750

Excel Trust, Inc. 7.00% (h)

248,200

6,515,250

Health Care REIT, Inc. Series I, 6.50%

46,800

2,737,800

Lexington Corporate Properties Trust Series C, 6.50%

396,880

18,712,892

Ramco-Gershenson Properties Trust (SBI) Series D, 7.25%

40,000

2,451,600

Weyerhaeuser Co. Series A, 6.375%

20,000

1,080,624

 

36,811,916

Nonconvertible Preferred Stocks - 16.7%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Red Lion Hotels Capital Trust 9.50%

143,030

3,727,362

FINANCIALS - 16.6%

Capital Markets - 0.1%

Arlington Asset Investment Corp. 6.625%

182,517

4,409,611

Real Estate Investment Trusts - 16.3%

AG Mortgage Investment Trust, Inc. 8.00%

461,387

11,082,516

Alexandria Real Estate Equities, Inc. Series E, 6.45%

145,913

3,687,222

American Capital Agency Corp.:

8.00%

200,000

5,170,000

Series B, 7.75%

360,200

8,785,278

American Capital Mortgage Investment Corp. Series A, 8.125%

248,636

6,243,250

American Home Mortgage Investment Corp.:

Series A, 9.375% (a)

120,300

12

Series B, 9.25% (a)

124,100

12

American Homes 4 Rent:

Series A, 5.00%

224,979

5,579,479

Series B, 5.00%

149,525

3,645,420

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Homes 4 Rent: - continued

Series C, 5.50%

485,000

$ 12,008,600

American Realty Capital Properties, Inc. Series F, 6.70%

300,409

6,984,509

Annaly Capital Management, Inc.:

Series A, 7.875%

134,900

3,419,715

Series C, 7.625%

162,837

3,974,851

Series D, 7.50%

310,731

7,497,939

Anworth Mortgage Asset Corp. Series A, 8.625%

309,630

7,836,735

Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%

375,101

9,876,409

Apollo Residential Mortgage, Inc. Series A, 8.00%

279,276

6,758,479

Arbor Realty Trust, Inc.:

7.375% (a)(g)

330,605

8,162,637

Series A, 8.25% (g)

189,089

4,727,225

Series B, 7.75% (g)

240,000

5,882,400

Series C, 8.50% (g)

100,000

2,525,000

Armour Residential REIT, Inc. Series B, 7.875%

153,654

3,727,646

Ashford Hospitality Trust, Inc.:

Series D, 8.45%

47,000

1,200,850

Series E, 9.00%

140,751

3,814,352

Boston Properties, Inc. 5.25%

10,915

256,503

Brandywine Realty Trust Series E, 6.90%

95,000

2,512,750

Campus Crest Communities, Inc. Series A, 8.00%

248,431

6,372,255

Capstead Mortgage Corp. Series E, 7.50%

202,984

4,885,622

CBL & Associates Properties, Inc.:

Series D, 7.375%

289,876

7,261,394

Series E, 6.625%

197,063

4,812,278

Cedar Shopping Centers, Inc. Series B, 7.25%

399,750

10,185,630

CenterPoint Properties Trust Series D, 5.377%

3,575

2,609,750

Chesapeake Lodging Trust Series A, 7.75%

266,916

6,985,192

Colony Financial, Inc.:

Series A, 8.50%

282,171

7,378,772

Series B, 7.50%

80,000

1,944,800

CommonWealth REIT:

7.50%

93,300

1,893,057

Series E, 7.25%

648,952

16,846,794

Coresite Realty Corp. Series A, 7.25%

369,799

9,481,646

Corporate Office Properties Trust Series L, 7.375%

161,840

4,212,695

CubeSmart Series A, 7.75%

40,000

1,065,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

CYS Investments, Inc.:

Series A, 7.75%

117,824

$ 2,880,797

Series B, 7.50%

446,667

10,527,941

DDR Corp.:

Series J, 6.50%

340,721

8,575,948

Series K, 6.25%

228,888

5,594,023

Digital Realty Trust, Inc.:

Series E, 7.00%

219,819

5,585,601

Series G, 5.875%

145,444

3,217,221

Series H, 7.375%

50,000

1,277,500

Duke Realty LP Series L, 6.60%

10,666

270,383

DuPont Fabros Technology, Inc. Series B, 7.625%

381,202

9,686,343

Dynex Capital, Inc.:

Series A, 8.50%

362,932

9,073,300

Series B, 7.625%

252,120

6,048,359

Equity Lifestyle Properties, Inc. Series C, 6.75%

950,148

24,504,317

Essex Property Trust, Inc. Series H, 7.125%

40,000

1,068,000

Excel Trust, Inc. Series B, 8.125%

400,000

10,428,000

First Potomac Realty Trust 7.75%

415,296

10,859,990

Five Oaks Investment Corp. Series A, 8.75%

100,000

2,517,000

General Growth Properties, Inc. Series A, 6.375%

166,463

4,028,405

Gladstone Commercial Corp. Series C, 7.125%

232,238

5,996,385

Glimcher Realty Trust:

6.875%

256,115

6,472,026

Series G, 8.125%

109,192

2,759,282

Series H, 7.50%

198,527

5,360,229

Hatteras Financial Corp. Series A, 7.625%

353,288

8,372,926

Health Care REIT, Inc. Series J, 6.50%

81,600

2,098,752

Hersha Hospitality Trust:

Series B, 8.00%

162,538

4,320,260

Series C, 6.875%

50,000

1,267,000

Hospitality Properties Trust Series D, 7.125%

40,800

1,039,584

Hudson Pacific Properties, Inc. 8.375%

394,069

10,442,829

Inland Real Estate Corp. Series A, 8.125%

423,500

11,032,175

Invesco Mortgage Capital, Inc. Series A, 7.75%

123,342

3,004,611

Investors Real Estate Trust Series B, 7.95%

126,572

3,319,984

iStar Financial, Inc.:

Series E, 7.875%

188,696

4,692,870

Series F, 7.80%

393,843

9,727,922

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Kilroy Realty Corp.:

Series G, 6.875%

46,760

$ 1,212,954

Series H, 6.375%

143,296

3,540,844

Kite Realty Group Trust 8.25%

96,100

2,499,561

LaSalle Hotel Properties:

Series H, 7.50%

141,308

3,710,748

Series I, 6.375%

354,698

8,828,433

LBA Realty Fund II:

Series A, 8.75% (a)

69,000

3,122,250

Series B, 7.625%

31,240

687,280

MFA Financial, Inc.:

8.00%

538,930

13,850,501

Series B, 7.50%

592,024

14,196,736

Monmouth Real Estate Investment Corp.:

Series A, 7.625%

80,000

2,042,400

Series B, 7.875%

95,000

2,493,750

National Retail Properties, Inc.:

5.70%

376,404

8,819,146

Series D, 6.625%

222,138

5,586,771

New York Mortgage Trust, Inc. Series B, 7.75%

171,101

4,055,094

NorthStar Realty Finance Corp.:

Series B, 8.25%

225,708

5,642,700

Series C, 8.875%

275,338

7,032,133

Series D, 8.50%

207,301

5,207,401

Series E, 8.75%

313,780

7,916,669

Pebblebrook Hotel Trust:

Series A, 7.875%

412,000

10,835,600

Series B, 8.00%

185,085

4,919,559

Series C, 6.50%

178,160

4,373,828

Pennsylvania (REIT) 7.375%

100,510

2,591,148

Prologis, Inc. Series Q, 8.54%

94,446

6,133,087

PS Business Parks, Inc.:

Series R, 6.875%

116,903

3,003,238

Series S, 6.45%

39,500

977,625

Series T, 6.00%

198,004

4,702,595

Series U, 5.75%

600

13,770

RAIT Financial Trust 7.625%

216,190

5,316,112

Regency Centers Corp.:

Series 6, 6.625%

87,261

2,260,060

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Regency Centers Corp.: - continued

Series 7, 6.00%

123,000

$ 2,955,690

Resource Capital Corp. 8.625%

117,847

2,873,110

Retail Properties America, Inc. 7.00%

394,411

9,907,604

Sabra Health Care REIT, Inc. Series A, 7.125%

298,123

7,763,123

Saul Centers, Inc.:

Series A, 8.00%

38,072

989,872

Series C, 6.875%

315,478

7,886,950

Senior Housing Properties Trust 5.625%

283,543

6,544,172

Stag Industrial, Inc.:

Series A, 9.00%

280,000

7,761,600

Series B, 6.625%

80,300

1,989,031

Strategic Hotel & Resorts, Inc. Series B, 8.25%

80,000

2,044,800

Summit Hotel Properties, Inc.:

Series A, 9.25%

138,340

3,804,350

Series B, 7.875%

190,173

4,954,007

Series C, 7.125%

153,212

3,851,750

Sun Communities, Inc. Series A, 7.125%

375,000

9,626,250

Sunstone Hotel Investors, Inc. Series D, 8.00%

129,723

3,458,415

Taubman Centers, Inc. Series K, 6.25%

96,120

2,354,940

Terreno Realty Corp. Series A, 7.75%

213,690

5,528,160

UMH Properties, Inc. Series A, 8.25%

600,000

15,840,000

Urstadt Biddle Properties, Inc. Series F, 7.125%

210,000

5,344,500

Vornado Realty LP 7.875%

54,682

1,392,204

Weingarten Realty Investors (SBI) Series F, 6.50%

49,813

1,255,786

Winthrop Realty Trust 7.75%

379,600

9,774,700

 

680,817,844

Real Estate Management & Development - 0.2%

Kennedy-Wilson, Inc. 7.75%

321,574

8,200,137

TOTAL FINANCIALS

693,427,592

TOTAL NONCONVERTIBLE PREFERRED STOCKS

697,154,954

TOTAL PREFERRED STOCKS

(Cost $716,293,737)


733,966,870

Corporate Bonds - 20.9%

 

Principal
Amount (e)

Value

Convertible Bonds - 3.6%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Morgans Hotel Group Co. 2.375% 10/15/14

$ 4,510,000

$ 4,476,175

FINANCIALS - 3.5%

Consumer Finance - 0.0%

Zais Financial Partners LP 8% 11/15/16 (h)

2,000,000

2,062,714

Diversified Financial Services - 0.6%

IAS Operating Partnership LP 5% 3/15/18 (h)

25,380,000

24,877,578

Real Estate Investment Trusts - 2.8%

Annaly Capital Management, Inc. 5% 5/15/15

31,396,000

31,906,185

Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19

3,980,000

4,223,974

Ares Commercial Real Estate Corp. 7% 12/15/15

14,700,000

15,214,500

Blackstone Mortgage Trust, Inc. 5.25% 12/1/18

5,750,000

6,156,525

Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (h)

9,000,000

8,797,500

Colony Financial, Inc.:

3.875% 1/15/21

9,910,000

10,052,456

5% 4/15/23

9,000,000

9,364,500

PennyMac Corp. 5.375% 5/1/20

6,000,000

5,950,476

RAIT Financial Trust 4% 10/1/33

11,000,000

10,518,750

Redwood Trust, Inc. 4.625% 4/15/18

8,500,000

8,755,000

Spirit Realty Capital, Inc. 3.75% 5/15/21

4,800,000

4,854,000

 

115,793,866

Real Estate Management & Development - 0.1%

Forest City Enterprises, Inc. 3.625% 8/15/20

2,000,000

2,090,000

Grubb & Ellis Co. 7.95% 5/1/15 (d)(h)

5,500,000

1

 

2,090,001

TOTAL FINANCIALS

144,824,159

TOTAL CONVERTIBLE BONDS

149,300,334

Nonconvertible Bonds - 17.3%

CONSUMER DISCRETIONARY - 5.3%

Hotels, Restaurants & Leisure - 0.7%

FelCor Lodging LP:

5.625% 3/1/23

2,000,000

2,000,000

6.75% 6/1/19

5,875,000

6,139,375

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (h)

$ 4,000,000

$ 4,190,000

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (h)

4,500,000

4,612,500

Playa Resorts Holding BV 8% 8/15/20 (h)

1,230,000

1,297,650

RHP Hotel Properties LP/RHP Finance Co. 5% 4/15/21

2,000,000

1,985,000

Times Square Hotel Trust 8.528% 8/1/26 (h)

8,328,905

10,443,093

 

30,667,618

Household Durables - 4.6%

Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (h)

10,500,000

10,237,500

Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (h)

1,000,000

1,025,000

Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)

1,615,000

1,693,731

D.R. Horton, Inc.:

4.375% 9/15/22

4,175,000

4,112,375

4.75% 5/15/17

2,000,000

2,095,000

5.75% 8/15/23

2,510,000

2,648,050

KB Home:

8% 3/15/20

8,465,000

9,586,613

9.1% 9/15/17

4,985,000

5,782,600

Lennar Corp.:

4.125% 12/1/18

5,520,000

5,547,600

4.5% 6/15/19

1,830,000

1,830,000

5.6% 5/31/15

6,000,000

6,186,300

6.5% 4/15/16

4,000,000

4,250,000

6.95% 6/1/18

14,280,000

15,904,350

M/I Homes, Inc. 8.625% 11/15/18

26,055,000

27,390,319

Meritage Homes Corp.:

7% 4/1/22

7,525,000

8,221,063

7.15% 4/15/20

7,060,000

7,783,650

Ryland Group, Inc.:

6.625% 5/1/20

1,555,000

1,663,850

8.4% 5/15/17

5,420,000

6,233,000

Standard Pacific Corp.:

7% 8/15/15

4,000,000

4,170,000

8.375% 5/15/18

28,983,000

33,257,993

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Standard Pacific Corp.: - continued

10.75% 9/15/16

$ 8,415,000

$ 9,761,400

Toll Brothers Finance Corp. 5.875% 2/15/22

1,550,000

1,662,375

WCI Communities, Inc. 6.875% 8/15/21 (h)

1,845,000

1,891,125

William Lyon Homes, Inc.:

7% 8/15/22 (h)(i)

2,505,000

2,505,000

8.5% 11/15/20

15,550,000

17,143,875

 

192,582,769

TOTAL CONSUMER DISCRETIONARY

223,250,387

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20

759,804

852,880

FINANCIALS - 11.1%

Diversified Financial Services - 0.4%

Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (h)

4,755,000

5,087,850

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

5.875% 2/1/22

3,680,000

3,751,300

6% 8/1/20

6,000,000

6,255,000

 

15,094,150

Real Estate Investment Trusts - 7.4%

American Campus Communities Operating Partnership LP 4.125% 7/1/24

2,000,000

2,006,580

American Tower Corp. 3.4% 2/15/19

1,000,000

1,036,709

Camden Property Trust 5% 6/15/15

1,100,000

1,141,236

CBL & Associates LP 5.25% 12/1/23

1,000,000

1,065,829

Commercial Net Lease Realty, Inc. 6.15% 12/15/15

2,526,000

2,700,178

Crown Castle International Corp. 5.25% 1/15/23

4,000,000

4,040,000

CTR Partnership LP / CareTrust Capital Corp. 5.875% 6/1/21 (h)

2,300,000

2,305,750

CubeSmart LP 4.8% 7/15/22

2,000,000

2,137,444

DDR Corp.:

5.5% 5/1/15

4,000,000

4,134,580

7.5% 4/1/17

6,000,000

6,878,238

7.5% 7/15/18

8,756,000

10,375,028

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

DDR Corp.: - continued

7.875% 9/1/20

$ 4,637,000

$ 5,824,128

9.625% 3/15/16

3,836,000

4,356,265

DuPont Fabros Technology LP 5.875% 9/15/21

1,000,000

1,020,000

Equity One, Inc.:

5.375% 10/15/15

3,500,000

3,677,632

6.25% 1/15/17

3,000,000

3,312,594

Equity Residential 5.125% 3/15/16

7,201,000

7,694,859

HCP, Inc. 3.75% 2/1/16

10,000,000

10,430,250

Health Care Property Investors, Inc.:

5.625% 5/1/17

2,980,000

3,309,528

6% 3/1/15

1,000,000

1,030,515

6% 1/30/17

2,383,000

2,650,163

7.072% 6/8/15

1,500,000

1,579,319

Health Care REIT, Inc.:

3.625% 3/15/16

14,685,000

15,309,994

4.125% 4/1/19

2,000,000

2,150,084

6.2% 6/1/16

2,750,000

3,002,469

Healthcare Realty Trust, Inc.:

3.75% 4/15/23

4,022,000

3,924,535

5.75% 1/15/21

3,095,000

3,494,862

6.5% 1/17/17

2,875,000

3,207,048

Highwoods/Forsyth LP:

3.625% 1/15/23

1,607,000

1,580,740

5.85% 3/15/17

2,800,000

3,097,450

Hospitality Properties Trust:

5% 8/15/22

3,177,000

3,351,433

5.625% 3/15/17

915,000

996,299

HRPT Properties Trust:

5.75% 11/1/15

4,826,000

4,968,541

6.25% 8/15/16

9,675,000

10,297,228

6.25% 6/15/17

1,055,000

1,127,346

6.65% 1/15/18

4,246,000

4,616,816

iStar Financial, Inc.:

3.875% 7/1/16

2,855,000

2,876,413

4% 11/1/17

15,000,000

14,775,000

5% 7/1/19

15,000,000

14,775,000

5.85% 3/15/17

3,587,000

3,766,350

5.875% 3/15/16

27,070,000

28,423,500

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

iStar Financial, Inc.: - continued

6.05% 4/15/15

$ 14,630,000

$ 14,959,175

7.125% 2/15/18

5,725,000

6,183,000

9% 6/1/17

9,175,000

10,390,688

MPT Operating Partnership LP/MPT Finance Corp.:

6.375% 2/15/22

3,610,000

3,844,650

6.875% 5/1/21

2,000,000

2,150,000

National Retail Properties, Inc. 3.3% 4/15/23

2,000,000

1,931,756

Nationwide Health Properties, Inc. 6% 5/20/15

5,670,000

5,902,805

Omega Healthcare Investors, Inc.:

4.95% 4/1/24 (h)

2,898,000

2,979,144

6.75% 10/15/22

2,115,000

2,273,625

7.5% 2/15/20

1,000,000

1,063,750

Potlatch Corp. 7.5% 11/1/19

1,000,000

1,160,000

Prologis LP 7.625% 7/1/17

4,690,000

5,237,229

Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20

2,000,000

2,389,382

Senior Housing Properties Trust:

3.25% 5/1/19

2,882,000

2,911,846

4.3% 1/15/16

5,000,000

5,165,360

4.75% 5/1/24

3,988,000

4,062,923

6.75% 4/15/20

13,624,000

15,635,202

6.75% 12/15/21

8,000,000

9,316,872

United Dominion Realty Trust, Inc.:

5.25% 1/15/15

1,000,000

1,020,666

5.25% 1/15/16

4,000,000

4,236,568

 

311,262,574

Real Estate Management & Development - 3.2%

BioMed Realty LP 3.85% 4/15/16

2,000,000

2,089,560

Brandywine Operating Partnership LP 7.5% 5/15/15

1,000,000

1,049,968

CBRE Group, Inc.:

5% 3/15/23

6,020,000

5,989,900

6.625% 10/15/20

1,205,000

1,263,744

Corporate Office Properties LP 3.6% 5/15/23

5,000,000

4,783,790

ERP Operating LP 5.25% 9/15/14

4,815,000

4,839,759

Excel Trust LP 4.625% 5/15/24

2,403,000

2,447,780

Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (h)

10,515,000

10,935,600

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Management & Development - continued

Host Hotels & Resorts LP 5.25% 3/15/22

$ 2,000,000

$ 2,210,924

Howard Hughes Corp. 6.875% 10/1/21 (h)

9,715,000

10,225,038

Hunt Companies, Inc. 9.625% 3/1/21 (h)

4,100,000

4,305,000

Kennedy-Wilson, Inc.:

5.875% 4/1/24

2,610,000

2,616,525

8.75% 4/1/19

20,410,000

21,864,213

Mid-America Apartments LP:

3.75% 6/15/24

1,663,000

1,640,892

6.05% 9/1/16

2,500,000

2,725,500

Realogy Corp. 7.875% 2/15/19 (h)

7,085,000

7,474,675

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

4,805,000

4,660,850

Regency Centers LP:

5.25% 8/1/15

4,509,000

4,707,265

5.875% 6/15/17

400,000

447,284

Taylor Morrison Communities, Inc./Monarch Communities, Inc.:

5.25% 4/15/21 (h)

2,000,000

1,970,000

5.625% 3/1/24 (h)

2,270,000

2,224,600

Ventas Realty LP 1.55% 9/26/16

7,000,000

7,058,863

Ventas Realty LP/Ventas Capital Corp.:

2.7% 4/1/20

3,000,000

2,963,976

3.125% 11/30/15

13,807,000

14,222,563

4% 4/30/19

2,262,000

2,420,869

Wells Operating Partnership II LP 5.875% 4/1/18

3,000,000

3,138,420

Weyerhaeuser Real Estate Co. 5.875% 6/15/24 (h)

1,890,000

1,918,350

 

132,195,908

Thrifts & Mortgage Finance - 0.1%

Ocwen Financial Corp. 6.625% 5/15/19 (h)

4,005,000

4,095,113

Wrightwood Capital LLC 1.9% 4/20/20 (d)

110,410

500,156

 

4,595,269

TOTAL FINANCIALS

463,147,901

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

HEALTH CARE - 0.6%

Health Care Equipment & Supplies - 0.3%

Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:

6% 10/15/21

$ 1,370,000

$ 1,438,500

7.75% 2/15/19

10,410,000

10,930,500

 

12,369,000

Health Care Providers & Services - 0.3%

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

2,795,000

2,788,013

5.5% 2/1/21

9,070,000

9,296,750

 

12,084,763

TOTAL HEALTH CARE

24,453,763

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Iron Mountain, Inc. 5.75% 8/15/24

4,235,000

4,235,000

Industrial Conglomerates - 0.1%

Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17

3,050,000

3,255,875

TOTAL INDUSTRIALS

7,490,875

INFORMATION TECHNOLOGY - 0.1%

Internet Software & Services - 0.1%

CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22

3,000,000

3,165,000

TOTAL NONCONVERTIBLE BONDS

722,360,806

TOTAL CORPORATE BONDS

(Cost $832,223,479)


871,661,140

Asset-Backed Securities - 2.2%

 

Capital Trust RE CDO Ltd.:

Series 2005-1A Class D, 1.6562% 3/20/50 (h)(j)

2,250,000

95,625

Series 2005-3A Class A2, 5.16% 6/25/35 (h)

12,158

11,915

CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4836% 1/20/37 (h)(j)

81,455

79,826

Asset-Backed Securities - continued

 

Principal
Amount (e)

Value

CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (h)

$ 910,893

$ 901,784

CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4821% 4/7/52 (h)(j)

686,542

665,946

Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 (j)

500,000

432,715

Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (h)

573,683

389,875

Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (h)

346,972

348,533

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

7,913,633

7,729,380

Fairfield Street Solar Corp. Series 2004-1A Class E1, 3.5944% 11/28/39 (h)(j)

609,640

61

Green Tree Financial Corp.:

Series 1996-4 Class M1, 7.75% 6/15/27

1,788,179

1,774,707

Series 1997-3 Class M1, 7.53% 3/15/28

6,996,415

6,027,164

GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 3.905% 6/25/35 (j)(m)

212,276

4,647

Guggenheim Structured Real Estate Funding Ltd./Guggenheim Structured Real Estate Funding LLC Series 2005-2A:

Class D, 1.705% 8/26/30 (h)(j)

89,648

88,527

Class E, 2.155% 8/26/30 (h)(j)

1,420,000

972,700

HLSS Servicer Advance Receivables Backed Notes Series 2013-T2 Class D2, 2.388% 5/16/44 (h)

3,000,000

2,998,195

Invitation Homes Trust Series 2014-SFR1 Class E, 3.4062% 6/17/31 (h)(j)

10,000,000

9,999,935

Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40

1,012,616

494,533

Merit Securities Corp. Series 13 Class M1, 7.688% 12/28/33 (j)

1,923,000

2,043,059

Mesa West Capital CDO Ltd. Series 2007-1A:

Class A1, 0.415% 2/25/47 (h)(j)

1,617,882

1,601,703

Class A2, 0.445% 2/25/47 (h)(j)

21,240,000

20,655,900

N-Star Real Estate CDO Ltd. Series 1A Class C1B, 7.696% 8/28/38 (h)

899,989

917,989

Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.8729% 2/5/36 (h)(j)

3,803,196

380

Wachovia Ltd./Wachovia LLC:

Series 2006-1 Class 1ML, 5.7326% 9/25/26 (h)(j)

2,000,000

1,400,000

Series 2006-1A:

Class B, 0.5926% 9/25/26 (h)(j)

2,240,259

2,199,934

Class C, 0.7626% 9/25/26 (h)(j)

7,030,000

6,868,310

Asset-Backed Securities - continued

 

Principal
Amount (e)

Value

Wachovia Ltd./Wachovia LLC: - continued

Series 2006-1A:

Class D, 0.8626% 9/25/26 (h)(j)

$ 2,080,000

$ 1,977,040

Class E, 0.9626% 9/25/26 (h)(j)

2,780,000

2,621,540

Class F, 1.3826% 9/25/26 (h)(j)

3,483,000

3,230,483

Class G, 1.5826% 9/25/26 (h)(j)

1,599,000

1,475,877

Class H, 1.8826% 9/25/26 (h)(j)

1,535,000

1,412,968

Class J, 2.9826% 9/25/26 (h)(j)

1,500,000

1,392,000

Class K, 3.4826% 9/25/26 (h)(j)

2,475,000

2,229,975

Class L, 4.2326% 9/25/26 (h)(j)

1,500,000

1,370,250

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.547% 11/21/40 (h)(j)

6,037,856

5,705,774

Class F, 2.177% 11/21/40 (h)(j)

250,000

29,275

TOTAL ASSET-BACKED SECURITIES

(Cost $93,851,617)


90,148,525

Collateralized Mortgage Obligations - 0.3%

 

Private Sponsor - 0.3%

Countrywide Home Loans, Inc.:

Series 2002-38 Class B3, 5% 2/25/18 (h)

41,113

173

Series 2002-R2 Class 2B3, 3.664% 7/25/33 (h)(j)

181,238

53,428

Series 2003-R3 Class B2, 5.5% 11/25/33 (h)

1,086,466

131,471

Series 2004-R1 Class 1B3, 5.0042% 11/25/34 (h)(j)

38,272

2,747

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.5329% 12/25/46 (h)(j)

4,500,000

4,975,830

Series 2010-K7 Class B, 5.618% 4/25/20 (h)(j)

3,200,000

3,574,253

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

1,388,624

1,453,435

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.1025% 7/10/35 (h)(j)

155,567

172,384

Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (h)

15,441

13,851

RESIX Finance Ltd. floater:

Series 2003-D Class B8, 6.6525% 12/10/35 (h)(j)

169,695

40,277

Series 2004-A Class B7, 4.4025% 2/10/36 (h)(j)

178,210

48,248

Series 2004-B Class B7, 4.1525% 2/10/36 (h)(j)

224,769

82,416

TOTAL PRIVATE SPONSOR

10,548,513

Collateralized Mortgage Obligations - continued

 

Principal
Amount (e)

Value

U.S. Government Agency - 0.0%

Fannie Mae REMIC Trust:

Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (m)

$ 113,309

$ 37,591

Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.1641% 2/25/42 (h)(j)

85,297

47,472

Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.5664% 12/25/42 (j)(m)

184,544

30,990

Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.095% 6/25/43 (h)(j)

125,783

52,539

Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.0288% 10/25/42 (h)(j)

51,657

26,741

TOTAL U.S. GOVERNMENT AGENCY

195,333

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $10,579,057)


10,743,846

Commercial Mortgage Securities - 13.0%

 

ACGS Series 2004-1 Class P, 7.4605% 8/1/19 (m)

1,607,561

1,595,253

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

2,000,000

2,278,707

Banc of America Commercial Mortgage Trust:

Series 2005-1 Class CJ, 5.4665% 11/10/42 (j)

3,580,000

3,660,768

Series 2005-5 Class D, 5.3884% 10/10/45 (j)

4,000,000

4,046,484

Series 2005-6 Class AJ, 5.3495% 9/10/47 (j)

5,000,000

5,242,815

Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.152% 3/15/22 (h)(j)

760,684

670,139

Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.652% 8/15/17 (h)(j)

4,900,000

4,908,330

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.6047% 3/11/39 (j)

5,700,000

5,877,419

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.7569% 4/12/38 (h)(j)

2,520,000

2,677,709

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.902% 8/15/26 (h)(j)

2,500,000

2,502,910

CGBAM Commercial Mortgage Trust floater Series 2014-HD Class E, 3.1518% 2/15/31 (h)(j)

5,769,000

5,776,904

Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.277% 9/10/46 (h)(j)

2,750,000

2,736,311

COMM Mortgage Trust:

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

4,300,000

3,445,349

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2012-CR5 Class D, 4.4798% 12/10/45 (h)(j)

$ 2,000,000

$ 2,000,636

Series 2013-CR10 Class D, 4.958% 8/10/46 (h)(j)

2,000,000

1,956,635

Series 2013-CR12 Class D, 5.2553% 10/10/46 (h)(j)

3,000,000

2,952,387

Series 2013-CR9 Class D, 4.4022% 7/10/45 (h)(j)

4,255,000

3,991,662

Series 2013-LC6 Class D, 4.4319% 1/10/46 (h)(j)

3,870,000

3,677,173

Series 2014-UBS2 Class D, 5.1831% 3/10/47 (h)(j)

3,713,000

3,559,040

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

2,646,159

2,558,931

Commercial Mortgage Trust pass-thru certificates:

Series 2005-C6 Class AJ, 5.209% 6/10/44 (j)

5,000,000

5,175,945

Series 2012-CR1:

Class C, 5.5464% 5/15/45 (j)

1,000,000

1,105,871

Class D, 5.5464% 5/15/45 (h)(j)

5,550,000

5,676,374

Series 2012-CR2:

Class D, 5.0196% 8/15/45 (h)(j)

4,500,000

4,670,199

Class E, 5.0196% 8/15/45 (h)(j)

6,000,000

5,986,944

Series 2012-LC4:

Class C, 5.8228% 12/10/44 (j)

2,000,000

2,235,678

Class D, 5.8228% 12/10/44 (h)(j)

8,000,000

8,410,016

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1 Class F, 6% 5/17/40 (h)

1,530,094

1,669,010

Series 1998-C2 Class F, 6.75% 11/15/30 (h)

2,149,220

2,223,860

DBUBS Mortgage Trust Series 2011-LC1A:

Class E, 5.7302% 11/10/46 (h)(j)

12,490,000

13,439,265

Class G, 4.652% 11/10/46 (h)

9,843,000

8,454,793

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31

51,442

51,391

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

500,000

510,914

Freddie Mac:

pass-thru certificates:

Series K011 Class X3, 2.6622% 12/25/43 (j)(k)

12,206,096

1,735,585

Series K012 Class X3, 2.366% 1/25/41 (j)(k)

21,072,886

2,683,801

Series K013 Class X3, 2.8852% 1/25/43 (j)(k)

14,360,000

2,250,959

Series KAIV Class X2, 3.6147% 6/25/46 (j)(k)

7,430,000

1,445,962

G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (h)

10,247

10,247

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C2 Class G, 6.75% 4/15/29 (j)

716,241

776,204

Series 2000-C1 Class K, 7% 3/15/33

16,103

16,280

GP Portfolio Trust Series 2014-GPP Class E, 4.002% 2/15/27 (h)(j)

2,823,000

2,825,965

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

Greenwich Capital Commercial Funding Corp. Series 2006-GG7 Class A4, 6.0146% 7/10/38 (j)

$ 7,954,707

$ 8,516,715

GS Mortgage Securities Corp. II Series 2010-C1:

Class D, 6.169% 8/10/43 (h)(j)

4,000,000

4,438,020

Class E, 4% 8/10/43 (h)

3,770,000

3,362,169

GS Mortgage Securities Trust:

Series 2010-C2 Class D, 5.3978% 12/10/43 (h)(j)

3,000,000

3,132,480

Series 2011-GC5:

Class C, 5.4738% 8/10/44 (h)(j)

9,000,000

9,939,294

Class D, 5.4738% 8/10/44 (h)(j)

4,000,000

4,192,568

Class E, 5.4738% 8/10/44 (h)(j)

4,049,000

3,825,924

Series 2012-GC6 Class C, 5.8259% 1/10/45 (h)(j)

3,600,000

4,029,503

Series 2012-GCJ7:

Class C, 5.9067% 5/10/45 (j)

6,500,000

7,266,509

Class D, 5.9067% 5/10/45 (h)(j)

3,000,000

3,173,227

Class E, 5% 5/10/45 (h)

6,920,000

6,344,347

Series 2012-GCJ9 Class D, 4.858% 11/10/45 (h)(j)

2,000,000

1,998,964

Series 2013-GC16 Class D, 5.323% 11/10/46 (h)(j)

3,250,000

3,296,098

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.5534% 7/15/29 (h)(j)

4,000,000

4,003,809

Series 2013-HLT Class EFX, 5.6086% 11/5/30 (h)(j)

3,000,000

3,087,078

Invitation Homes Trust floater Series 2013-SFR1:

Class E, 2.9% 12/17/30 (h)(j)

1,500,000

1,470,293

Class F, 3.9% 12/17/30 (h)(j)

1,750,000

1,730,195

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2003-C1 Class F, 6.1573% 1/12/37 (h)(j)

1,000,000

1,009,209

Series 2009-IWST:

Class C, 7.6935% 12/5/27 (h)(j)

3,000,000

3,682,794

Class D, 7.6935% 12/5/27 (h)(j)

9,550,000

11,648,374

Series 2010-CNTM Class MZ, 8.5% 8/5/20 (h)

9,000,000

9,389,840

Series 2010-CNTR:

Class D, 6.3899% 8/5/32 (h)(j)

4,500,000

5,104,256

Class XB, 1.1366% 8/5/32 (h)(j)(k)

32,655,000

1,341,921

Series 2012-CBX Class C, 5.358% 6/15/45 (j)

4,530,000

4,947,000

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2013-JWMZ Class M, 6.152% 4/15/18 (h)(j)

2,143,851

2,157,968

Series 2013-JWRZ Class E, 3.892% 4/15/30 (h)(j)

3,400,000

3,393,597

Series 2014-FBLU Class E, 3.6518% 12/15/28 (h)(j)

2,000,000

2,000,802

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

floater:

Series 2014-INN:

Class E, 3.751% 6/15/29 (h)(j)

$ 6,593,000

$ 6,597,068

Class F, 4.152% 6/15/29 (h)(j)

6,593,000

6,599,179

Series 2005-LDP5 Class AJ, 5.5262% 12/15/44 (j)

3,470,000

3,618,426

Series 2011-C4 Class F, 3.873% 7/15/46 (h)

1,400,000

1,271,725

Series 2011-C5 Class C, 5.5023% 8/15/46 (h)(j)

6,525,375

7,267,878

Series 2013-LC11 Class D, 4.383% 4/15/46 (j)

3,750,000

3,521,536

JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8 Class H, 6% 7/15/31 (h)

1,393,719

1,280,411

LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (h)

116,194

116,431

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C3 Class AJ, 4.843% 7/15/40

6,620,000

6,779,933

Series 2005-C7 Class AJ, 5.323% 11/15/40 (j)

8,000,000

8,349,352

Series 2006-C7 Class AM, 5.378% 11/15/38

2,040,000

2,198,657

Series 2004-C7 Class E, 4.918% 10/15/36

5,120,000

5,153,408

Series 2005-C1 Class E, 4.924% 2/15/40

4,000,000

4,033,100

Series 2006-C4:

Class A4, 6.0294% 6/15/38 (j)

4,841,683

5,200,742

Class AJ, 6.0494% 6/15/38 (j)

7,005,000

7,430,533

Class AM, 6.0494% 6/15/38 (j)

6,700,000

7,234,218

LSTAR Commercial Mortgage Trust:

Series 2011-1:

Class B, 5.3288% 6/25/43 (h)(j)

3,548,171

3,555,950

Class D, 5.3288% 6/25/43 (h)(j)

4,699,000

4,745,468

Series 2014-2:

Class D, 5.319% 1/20/41 (h)(j)

3,000,000

2,849,709

Class E, 5.319% 1/20/41 (h)(j)

4,800,000

3,957,715

Mach One Trust LLC Series 2004-1A Class H, 6.2679% 5/28/40 (h)(j)

2,840,000

2,918,100

Merrill Lynch Financial Asset, Inc. Series 2005-CA16:

Class F, 4.384% 7/12/37

CAD

710,000

636,044

Class G, 4.384% 7/12/37

CAD

355,000

315,222

Class H, 4.384% 7/12/37

CAD

236,000

207,720

Class J, 4.384% 7/12/37

CAD

355,000

309,736

Class K, 4.384% 7/12/37

CAD

355,000

307,048

Class L, 4.384% 7/12/37

CAD

236,000

202,359

Class M, 4.384% 7/12/37

CAD

995,000

809,979

Merrill Lynch Mortgage Investors Trust Series 1999-C1 Class G, 6.71% 11/15/31 (h)

401,475

289,062

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.8624% 5/12/39 (j)

$ 1,200,000

$ 1,283,813

Mezz Capital Commercial Mortgage Trust:

sequential payer:

Series 2004-C1 Class A, 4.836% 1/15/37 (h)

59,543

59,543

Series 2004-C2 Class A, 5.318% 10/15/40 (h)

4,709,155

4,709,155

Series 2004-C1 Class IO, 8.9139% 1/15/37 (h)(j)(k)

436,614

13,317

Morgan Stanley BAML Trust:

Series 2012-C6 Class D, 4.8181% 11/15/45 (h)(j)

2,000,000

2,041,958

Series 2013-C12 Class D, 4.935% 10/15/46 (h)

3,250,000

3,158,717

Series 2013-C13 Class D, 5.0592% 11/15/46 (h)(j)

3,100,000

3,027,383

Series 2013-C7 Class E, 4.4423% 2/15/46 (h)(j)

1,000,000

874,622

Series 2013-C9 Class D, 4.2984% 5/15/46 (h)(j)

5,000,000

4,676,130

Morgan Stanley Capital I Trust:

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

8,200,000

8,866,619

Series 2012-C4 Class E, 5.7094% 3/15/45 (h)(j)

5,630,000

5,791,632

Series 1997-RR Class F, 7.4306% 4/30/39 (h)(j)

869,355

919,343

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

2,639,941

2,147,478

Series 2005-HQ5 Class B, 5.272% 1/14/42

2,000,000

2,034,836

Series 2005-HQ6 Class AJ, 5.073% 8/13/42 (j)

2,500,000

2,577,703

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

7,500,000

8,090,333

Series 2011-C1 Class C, 5.4187% 9/15/47 (h)(j)

4,000,000

4,427,369

Series 2011-C2:

Class D, 5.4817% 6/15/44 (h)(j)

4,610,000

4,990,459

Class E, 5.4817% 6/15/44 (h)(j)

9,600,000

10,101,341

Class F, 5.4817% 6/15/44 (h)(j)

4,440,000

4,216,291

Class XB, 0.534% 6/15/44 (h)(j)(k)

63,708,222

1,791,029

Series 2011-C3:

Class C, 5.3556% 7/15/49 (h)(j)

2,000,000

2,184,086

Class D, 5.3556% 7/15/49 (h)(j)

7,400,000

7,862,056

Series 2012-C4 Class D, 5.7094% 3/15/45 (h)(j)

6,310,000

6,797,296

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

4,240,047

5,447,612

RBSCF Trust Series 2010-MB1 Class D, 4.9832% 4/15/24 (h)(j)

9,049,000

9,205,756

SCG Trust Series 2013-SRP1 Class D, 3.4955% 11/15/26 (h)(j)

1,000,000

972,044

TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5645% 8/15/39 (j)

2,080,000

2,189,859

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

10,630,000

11,253,120

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

UBS Commercial Mortgage Trust:

Series 2007-FL1 Class F, 0.727% 7/15/24 (h)(j)

$ 1,200,000

$ 1,199,038

Series 2012-C1 Class D, 5.7194% 5/10/45 (h)(j)

2,000,000

2,081,394

UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49

2,643,138

2,622,908

UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 6.0705% 1/10/45 (h)(j)

3,000,000

3,477,570

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

2,540,000

2,932,115

Wachovia Bank Commercial Mortgage Trust:

Series 2004-C10 Class E, 4.931% 2/15/41

1,716,408

1,717,802

Series 2004-C11:

Class D, 5.5428% 1/15/41 (j)

5,177,000

5,474,186

Class E, 5.5928% 1/15/41 (j)

3,785,000

3,996,351

Series 2004-C12 Class D, 5.6311% 7/15/41 (j)

1,364,882

1,368,222

Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.9376% 10/15/45 (h)(j)

9,999,000

9,932,877

WF-RBS Commercial Mortgage Trust:

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

4,900,000

5,374,271

Class D, 5.723% 3/15/44 (h)(j)

1,000,000

1,060,813

Class E, 5% 3/15/44 (h)

3,000,000

2,799,111

Series 2011-C5 Class F, 5.25% 11/15/44 (h)(j)

3,000,000

2,792,028

Series 2012-C10 Class E, 4.6077% 12/15/45 (h)(j)

4,090,000

3,546,050

Series 2012-C7:

Class D, 5.0019% 6/15/45 (h)(j)

2,380,000

2,477,927

Class F, 4.5% 6/15/45 (h)

2,000,000

1,750,684

Series 2013-C11:

Class D, 4.3224% 3/15/45 (h)(j)

5,830,000

5,505,759

Class E, 4.3224% 3/15/45 (h)(j)

4,780,000

4,065,256

Series 2013-C13 Class D, 4.2791% 5/15/45 (h)(j)

4,000,000

3,722,676

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $491,817,896)


543,318,426

Bank Loan Obligations - 7.8%

 

CONSUMER DISCRETIONARY - 2.8%

Hotels, Restaurants & Leisure - 2.4%

BRE Select Hotels Corp. 5.892% 5/9/18 (j)

12,102,193

12,102,193

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (j)

11,442,500

11,413,894

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (j)

$ 9,290,000

$ 9,290,000

Cedar Fair LP Tranche B, term loan 3.25% 3/6/20 (j)

2,760,267

2,763,718

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (j)

1,632,130

1,628,050

Cooper Hotel Group 12% 11/6/17

13,277,241

13,941,103

Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (j)

510,000

512,550

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (j)

28,862,492

28,718,179

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (j)

8,181,000

8,099,190

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (j)

6,982,412

7,008,596

Ryman Hospitality Properties, Inc. Tranche B, term loan 3.75% 1/15/21 (j)

2,290,000

2,301,450

 

97,778,923

Media - 0.2%

CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (j)

8,295,000

8,232,788

Multiline Retail - 0.1%

JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (j)

3,499,650

3,531,532

Specialty Retail - 0.1%

The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (j)

5,274,675

5,281,268

TOTAL CONSUMER DISCRETIONARY

114,824,511

CONSUMER STAPLES - 0.1%

Food & Staples Retailing - 0.1%

Albertson's LLC Tranche B 2LN, term loan 4.75% 3/21/19 (j)

5,123,347

5,116,943

ENERGY - 0.4%

Oil, Gas & Consumable Fuels - 0.4%

Panda Sherman Power, LLC term loan 9% 9/14/18 (j)

7,200,000

7,344,000

Panda Temple Power, LLC term loan 7.25% 4/3/19 (j)

8,580,000

8,794,500

 

16,138,500

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

FINANCIALS - 2.3%

Diversified Financial Services - 0.9%

Blackstone 9.98% 10/1/17

$ 17,203,421

$ 17,547,489

Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (j)

7,380,609

7,256,098

Pilot Travel Centers LLC:

Tranche B 2LN, term loan 4.25% 8/7/19 (j)

7,117,435

7,144,481

Tranche B, term loan 3.75% 3/30/18 (j)

6,566,411

6,549,995

 

38,498,063

Real Estate Investment Trusts - 0.2%

Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (j)

8,933,487

8,899,986

Real Estate Management & Development - 1.1%

CBRE Group, Inc. Tranche B, term loan 2.9015% 3/28/21 (j)

4,468,437

4,446,095

CityCenter 8.74% 7/10/15 (j)

3,307,347

3,307,347

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (j)

647,237

646,428

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (j)

38,799,180

38,411,188

 

46,811,058

Thrifts & Mortgage Finance - 0.1%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (j)

1,942,912

1,942,912

TOTAL FINANCIALS

96,152,019

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Community Health Systems, Inc.:

Tranche D, term loan 4.25% 1/27/21 (j)

2,100,608

2,105,860

Tranche E, term loan 3.4776% 1/25/17 (j)

788,123

789,108

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (j)

11,310,000

11,437,238

Skilled Healthcare Group, Inc. term loan 7% 4/9/16 (j)

7,040,067

7,022,467

 

21,354,673

INDUSTRIALS - 0.4%

Commercial Services & Supplies - 0.1%

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (j)

3,990,000

3,950,100

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.3%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (j)

$ 11,686,667

$ 11,672,059

TOTAL INDUSTRIALS

15,622,159

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

Crown Castle Operating Co.:

Tranche A, term loan 1.905% 1/31/19 (j)

4,553,273

4,519,123

Tranche B 2LN, term loan 3% 1/31/21 (j)

9,121,019

9,121,019

SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (j)

11,565,000

11,420,438

 

25,060,580

UTILITIES - 0.7%

Electric Utilities - 0.4%

Bayonne Energy Center, LLC Tranche B, term loan 6/30/21 (l)

1,555,000

1,564,719

EquiPower Resources Holdings LLC:

Tranche B 1LN, term loan 4.25% 12/21/18 (j)

4,974,619

4,987,056

Tranche C, term loan 4.25% 12/31/19 (j)

1,148,814

1,151,686

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (j)

3,397,816

3,414,806

La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (j)

6,634,947

6,660,160

 

17,778,427

Independent Power Producers & Energy Traders - 0.3%

Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (j)

1,990,000

1,990,000

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (j)

9,904,975

9,533,538

 

11,523,538

TOTAL UTILITIES

29,301,965

TOTAL BANK LOAN OBLIGATIONS

(Cost $323,405,617)


323,571,350

Preferred Securities - 0.0%

 

Principal
Amount (e)

Value

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (h)

$ 500,000

$ 25,000

Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (h)

1,220,000

905,362

 

930,362

TOTAL PREFERRED SECURITIES

(Cost $1,297,346)


930,362

Money Market Funds - 7.2%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

276,650,517

276,650,517

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

25,440,125

25,440,125

TOTAL MONEY MARKET FUNDS

(Cost $302,090,642)


302,090,642

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $3,919,805,033)

4,188,693,860

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(14,717,180)

NET ASSETS - 100%

$ 4,173,976,680

Currency Abbreviations

CAD

-

Canadian dollar

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

(e) Amount is stated in United States dollars unless otherwise noted.

(f) Security or a portion of the security is on loan at period end.

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $610,513,249 or 14.6% of net assets.

(i) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(j) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(k) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(l) The coupon rate will be determined upon settlement of the loan after period end.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,596,772 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

ACGS Series 2004-1 Class P, 7.4605% 8/1/19

2/17/11

$ 1,556,705

Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41

5/21/03

$ 98,189

Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.5664% 12/25/42

3/25/03

$ 109,726

GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 3.905% 6/25/35

6/3/05

$ 187,271

Stanley Martin Communities LLC Class B

8/3/05 - 3/1/07

$ 4,244,574

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 269,973

Fidelity Securities Lending Cash Central Fund

69,287

Total

$ 339,260

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Acadia Realty Trust (SBI)

$ 67,194,255

$ 23,354,610

$ -

$ 2,449,846

$ 98,809,206

Arbor Realty Trust, Inc.

21,107,288

1,885,885

-

1,477,398

21,697,653

Arbor Realty Trust, Inc. 7.375%

-

8,259,665

-

154,098

8,162,637

Arbor Realty Trust, Inc. Series A, 8.25%

4,748,025

-

-

389,996

4,727,225

Arbor Realty Trust, Inc. Series B, 7.75%

5,901,600

-

-

493,422

5,882,400

Arbor Realty Trust, Inc. Series C, 8.50%

-

2,500,000

-

55,490

2,525,000

Terreno Realty Corp.

22,091,704

4,979,683

-

529,220

-

Terreno Realty Corp. Series A, 7.75%

5,523,887

-

-

414,024

-

Total

$ 126,566,759

$ 40,979,843

$ -

$ 5,963,494

$ 141,804,121

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 10,655,683

$ 3,727,392

$ -

$ 6,928,291

Financials

2,025,032,649

1,995,068,514

27,354,361

2,609,774

Materials

10,541,237

10,541,237

-

-

Corporate Bonds

871,661,140

-

871,160,983

500,157

Asset-Backed Securities

90,148,525

-

81,964,524

8,184,001

Collateralized Mortgage Obligations

10,743,846

-

10,017,369

726,477

Commercial Mortgage Securities

543,318,426

-

532,005,572

11,312,854

Bank Loan Obligations

323,571,350

-

276,160,668

47,410,682

Preferred Securities

930,362

-

-

930,362

Money Market Funds

302,090,642

302,090,642

-

-

Total Investments in Securities:

$ 4,188,693,860

$ 2,311,427,785

$ 1,798,663,477

$ 78,602,598

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Bank Loan Obligations

Beginning Balance

$ 105,573,756

Net Realized Gain (Loss) on Investment Securities

289,125

Net Unrealized Gain (Loss) on Investment Securities

(866,510)

Cost of Purchases

-

Proceeds of Sales

(58,246,664)

Amortization/Accretion

140,775

Transfers into Level 3

520,200

Transfers out of Level 3

-

Ending Balance

$ 47,410,682

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ (413,512)

Other Investments in Securities

Beginning Balance

$ 53,636,499

Net Realized Gain (Loss) on Investment Securities

(4,200,658)

Net Unrealized Gain (Loss) on Investment Securities

9,034,288

Cost of Purchases

169,932

Proceeds of Sales

(23,014,379)

Amortization/Accretion

1,379,987

Transfers into Level 3

-

Transfers out of Level 3

(5,813,753)

Ending Balance

$ 31,191,916

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ 4,647,489

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

0.4%

AAA,AA,A

4.6%

BBB

11.3%

BB

9.1%

B

11.4%

CCC,CC,C

1.0%

D

0.0%

Not Rated

6.4%

Equities

49.0%

Short-Term Investments and Net Other Assets

6.8%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $24,482,448) - See accompanying schedule:

Unaffiliated issuers (cost $3,496,917,698)

$ 3,744,799,097

 

Fidelity Central Funds (cost $302,090,642)

302,090,642

 

Other affiliated issuers (cost $120,796,693)

141,804,121

 

Total Investments (cost $3,919,805,033)

 

$ 4,188,693,860

Cash

 

2,277,247

Receivable for investments sold

10,882,971

Receivable for fund shares sold

6,965,247

Dividends receivable

2,319,908

Interest receivable

17,945,180

Distributions receivable from Fidelity Central Funds

33,222

Receivable from investment adviser for expense reductions

931

Other receivables

14,103

Total assets

4,229,132,669

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 19,236,871

Delayed delivery

2,505,000

Payable for fund shares redeemed

4,769,953

Accrued management fee

1,934,696

Distribution and service plan fees payable

305,492

Other affiliated payables

869,606

Other payables and accrued expenses

94,246

Collateral on securities loaned, at value

25,440,125

Total liabilities

55,155,989

 

 

 

Net Assets

$ 4,173,976,680

Net Assets consist of:

 

Paid in capital

$ 3,809,242,280

Undistributed net investment income

34,654,174

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

61,167,863

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

268,912,363

Net Assets

$ 4,173,976,680

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($442,271,076 ÷ 37,302,014 shares)

$ 11.86

 

 

 

Maximum offering price per share (100/96.00 of $11.86)

$ 12.35

Class T:
Net Asset Value
and redemption price per share ($48,163,837 ÷ 4,060,118 shares)

$ 11.86

 

 

 

Maximum offering price per share (100/96.00 of $11.86)

$ 12.35

Class C:
Net Asset Value
and offering price per share ($246,305,622 ÷ 20,927,526 shares)A

$ 11.77

 

 

 

Real Estate Income:
Net Asset Value
, offering price and redemption price per share ($2,627,381,994 ÷ 220,647,573 shares)

$ 11.91

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($809,854,151 ÷ 68,165,791 shares)

$ 11.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $5,963,494 earned from other affiliated issuers)

 

$ 90,314,113

Interest

 

114,777,571

Income from Fidelity Central Funds

 

339,260

Total income

 

205,430,944

 

 

 

Expenses

Management fee

$ 21,222,992

Transfer agent fees

8,548,801

Distribution and service plan fees

3,173,091

Accounting and security lending fees

1,324,787

Custodian fees and expenses

58,383

Independent trustees' compensation

15,901

Registration fees

199,090

Audit

172,246

Legal

12,720

Miscellaneous

35,095

Total expenses before reductions

34,763,106

Expense reductions

(73,686)

34,689,420

Net investment income (loss)

170,741,524

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

105,441,630

Other affiliated issuers

442,084

Foreign currency transactions

662

Total net realized gain (loss)

 

105,884,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

30,350,617

Assets and liabilities in foreign currencies

(1,671)

Total change in net unrealized appreciation (depreciation)

 

30,348,946

Net gain (loss)

136,233,322

Net increase (decrease) in net assets resulting from operations

$ 306,974,846

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 170,741,524

$ 172,485,619

Net realized gain (loss)

105,884,376

73,494,885

Change in net unrealized appreciation (depreciation)

30,348,946

61,789,333

Net increase (decrease) in net assets resulting
from operations

306,974,846

307,769,837

Distributions to shareholders from net investment income

(172,155,251)

(159,910,438)

Distributions to shareholders from net realized gain

(78,297,244)

(51,534,162)

Total distributions

(250,452,495)

(211,444,600)

Share transactions - net increase (decrease)

(6,051,637)

1,340,100,515

Redemption fees

438,384

782,946

Total increase (decrease) in net assets

50,909,098

1,437,208,698

 

 

 

Net Assets

Beginning of period

4,123,067,582

2,685,858,884

End of period (including undistributed net investment income of $34,654,174 and undistributed net investment income of $39,267,501, respectively)

$ 4,173,976,680

$ 4,123,067,582

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.67

$ 11.26

$ 10.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .49

  .54

  .52

  .53

  .18

Net realized and unrealized gain (loss)

  .44

  .60

  .61

  .76

  (.04)

Total from investment operations

  .93

  1.14

  1.13

  1.29

  .14

Distributions from net investment income

  (.50)

  (.53)

  (.51)

  (.50)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.74)

  (.73)

  (.60) K

  (.50)

  (.15)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.86

$ 11.67

$ 11.26

$ 10.73

$ 9.94

Total ReturnB, C, D

  8.49%

  10.45%

  11.24%

  13.27%

  1.46%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.06%

  1.08%

  1.12%

  1.13%

  1.09%A

Expenses net of fee waivers, if any

  1.05%

  1.08%

  1.12%

  1.13%

  1.09%A

Expenses net of all reductions

  1.05%

  1.07%

  1.11%

  1.12%

  1.09%A

Net investment income (loss)

  4.28%

  4.62%

  4.89%

  5.00%

  6.23%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 442,271

$ 378,269

$ 137,352

$ 60,283

$ 3,830

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.67

$ 11.26

$ 10.72

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .49

  .54

  .52

  .52

  .17

Net realized and unrealized gain (loss)

  .43

  .60

  .62

  .76

  (.03)

Total from investment operations

  .92

  1.14

  1.14

  1.28

  .14

Distributions from net investment income

  (.50)

  (.53)

  (.50)

  (.50)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.73)K

  (.73)

  (.60)

  (.50)

  (.15)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.86

$ 11.67

$ 11.26

$ 10.72

$ 9.94

Total ReturnB, C, D

  8.44%

  10.42%

  11.33%

  13.11%

  1.45%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.08%

  1.08%

  1.11%

  1.16%

  1.17%A

Expenses net of fee waivers, if any

  1.08%

  1.08%

  1.11%

  1.16%

  1.17%A

Expenses net of all reductions

  1.07%

  1.08%

  1.11%

  1.16%

  1.17%A

Net investment income (loss)

  4.26%

  4.61%

  4.90%

  4.96%

  5.92%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 48,164

$ 46,198

$ 26,143

$ 7,626

$ 862

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.73 per share is comprised of distributions from net investment income of $.496 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.59

$ 11.20

$ 10.67

$ 9.93

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .40

  .45

  .44

  .45

  .15

Net realized and unrealized gain (loss)

  .43

  .60

  .62

  .74

  (.03)

Total from investment operations

  .83

  1.05

  1.06

  1.19

  .12

Distributions from net investment income

  (.42)

  (.46)

  (.43)

  (.45)

  (.14)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.65) K

  (.66)

  (.53)

  (.45)

  (.14)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.77

$ 11.59

$ 11.20

$ 10.67

$ 9.93

Total ReturnB, C, D

  7.66%

  9.66%

  10.49%

  12.25%

  1.29%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Expenses net of fee waivers, if any

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Expenses net of all reductions

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Net investment income (loss)

  3.54%

  3.88%

  4.14%

  4.23%

  5.21%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 246,306

$ 204,012

$ 52,780

$ 21,555

$ 836

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.65 per share is comprised of distributions from net investment income of $.417 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Real Estate Income

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.71

$ 11.29

$ 10.75

$ 9.95

$ 8.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .54

  .55

  .53

Net realized and unrealized gain (loss)

  .44

  .60

  .62

  .76

  1.73

Total from investment operations

  .96

  1.17

  1.16

  1.31

  2.26

Distributions from net investment income

  (.53)

  (.55)

  (.52)

  (.51)

  (.52)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.76) G

  (.75)

  (.62)

  (.51)

  (.52)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.91

$ 11.71

$ 11.29

$ 10.75

$ 9.95

Total ReturnA

  8.78%

  10.71%

  11.50%

  13.41%

  28.29%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .83%

  .84%

  .90%

  .92%

  .97%

Expenses net of fee waivers, if any

  .83%

  .84%

  .89%

  .92%

  .96%

Expenses net of all reductions

  .83%

  .84%

  .89%

  .92%

  .96%

Net investment income (loss)

  4.50%

  4.85%

  5.12%

  5.21%

  5.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,627,382

$ 2,884,545

$ 2,252,149

$ 1,660,063

$ 1,030,393

Portfolio turnover rateD

  29%

  26%

  27%

  25%

  28%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.76 per share is comprised of distributions from net investment income of $.525 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.69

$ 11.28

$ 10.74

$ 9.95

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .52

  .57

  .55

  .55

  .19

Net realized and unrealized gain (loss)

  .44

  .60

  .62

  .76

  (.04)

Total from investment operations

  .96

  1.17

  1.17

  1.31

  .15

Distributions from net investment income

  (.53)

  (.56)

  (.53)

  (.52)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.77)

  (.76)

  (.63)

  (.52)

  (.15)

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.88

$ 11.69

$ 11.28

$ 10.74

$ 9.95

Total ReturnB, C

  8.76%

  10.72%

  11.62%

  13.44%

  1.58%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .78%

  .80%

  .84%

  .89%

  .85%A

Expenses net of fee waivers, if any

  .78%

  .80%

  .84%

  .89%

  .85%A

Expenses net of all reductions

  .78%

  .80%

  .84%

  .89%

  .85%A

Net investment income (loss)

  4.55%

  4.89%

  5.17%

  5.24%

  6.70%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 809,854

$ 610,045

$ 217,435

$ 43,282

$ 2,930

Portfolio turnover rateF

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Real Estate Income and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

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3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

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3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type

Fair Value at
07/31/14

Valuation
Technique(s)

Unobservable
Input

Amount or Range/
Weighted
Average

Impact to
Valuation
from an
Increase in
Input
*

Asset-Backed Securities

$ 7,282,217

Discounted cash flow

Yield

3.0% - 10.4% / 4.5%

Decrease

 

 

Expected distribution

Recovery rate

0.0%

Increase

Bank Loan
Obligations

$46,898,132

Discounted cash flow

Yield

2.1% - 10.5% / 6.1%

Decrease

Collateralized Mortgage
Obligations

$ 726,477

Discounted cash flow

Yield

4.1% - 40.0% / 11.1%

Decrease

Commercial Mortgage Securities

$ 6,929,493

Discounted cash flow

Yield

2.1% - 10.4% / 2.1%

Decrease

 

 

Market comparable

Spread

13.0%

Decrease

Common Stocks

$ 6,928,291

Adjusted book value

Book value
multiple

1.3

Increase

Corporate Bonds

$ 500,157

Discounted cash flow

Discount rate

20.0%

Decrease

 

 

Expected distribution

Recovery rate

0.0%

Increase

Preferred
Securities

$ 905,362

Discounted cash flow

Yield

13.0%

Decrease

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable

Annual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, equity-debt classifications and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 331,991,084

Gross unrealized depreciation

(67,454,992)

Net unrealized appreciation (depreciation) on securities

$ 264,536,092

 

 

Tax Cost

$ 3,924,157,768

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 39,196,788

Undistributed long-term capital gain

$ 61,346,649

Net unrealized appreciation (depreciation) on securities and other investments

$ 264,559,628

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 185,363,562

$ 170,384,735

Long-term Capital Gains

65,088,933

41,059,865

Total

$ 250,452,495

$ 211,444,600

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Annual Report

3. Significant Accounting Policies - continued

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,052,015,263 and $1,138,541,279, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 967,235

$ 25,663

Class T

-%

.25%

108,744

40

Class C

.75%

.25%

2,097,112

927,749

 

 

 

$ 3,173,091

$ 953,452

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 109,599

Class T

12,563

Class C*

74,180

 

$ 196,342

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 805,109

.21

Class T

99,408

.23

Class C

404,930

.19

Real Estate Income

6,054,879

.23

Institutional Class

1,184,475

.19

 

$ 8,548,801

 

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $26,723 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,555 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $69,287, including $155 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $51,646 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,517.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20,523.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Class A

$ 16,638,771

$ 10,238,777

Class T

1,842,576

1,523,114

Class C

7,530,932

4,241,554

Real Estate Income

117,401,887

126,726,805

Institutional Class

28,741,085

17,180,188

Total

$ 172,155,251

$ 159,910,438

From net realized gain

 

 

Class A

$ 7,591,572

$ 2,837,075

Class T

874,881

506,062

Class C

4,152,718

1,181,312

Real Estate Income

53,508,422

42,729,814

Institutional Class

12,169,651

4,279,899

Total

$ 78,297,244

$ 51,534,162

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Class A

 

 

 

 

Shares sold

18,815,698

25,244,691

$ 217,399,754

$ 296,851,509

Reinvestment of distributions

1,805,230

900,102

20,178,624

10,299,964

Shares redeemed

(15,738,034)

(5,925,325)

(180,458,692)

(69,436,144)

Net increase (decrease)

4,882,894

20,219,468

$ 57,119,686

$ 237,715,329

Class T

 

 

 

 

Shares sold

1,270,924

2,730,063

$ 14,645,845

$ 31,978,463

Reinvestment of distributions

211,146

132,742

2,357,016

1,515,681

Shares redeemed

(1,380,258)

(1,226,451)

(15,703,373)

(14,137,454)

Net increase (decrease)

101,812

1,636,354

$ 1,299,488

$ 19,356,690

Class C

 

 

 

 

Shares sold

9,015,535

14,157,408

$ 103,482,191

$ 165,598,758

Reinvestment of distributions

813,525

375,304

9,012,478

4,279,651

Shares redeemed

(6,508,928)

(1,637,958)

(73,908,752)

(19,029,492)

Net increase (decrease)

3,320,132

12,894,754

$ 38,585,917

$ 150,848,917

Real Estate Income

 

 

 

 

Shares sold

61,717,695

123,727,906

$ 711,894,953

$ 1,450,014,694

Reinvestment of distributions

13,609,464

13,299,047

152,306,330

151,923,311

Shares redeemed

(100,931,769)

(90,180,888)

(1,156,054,958)

(1,057,830,249)

Net increase (decrease)

(25,604,610)

46,846,065

$ (291,853,675)

$ 544,107,756

Institutional Class

 

 

 

 

Shares sold

40,192,476

42,960,747

$ 465,679,843

$ 506,030,603

Reinvestment of distributions

2,412,058

1,337,082

27,006,597

15,315,413

Shares redeemed

(26,626,486)

(11,392,454)

(303,889,493)

(133,274,193)

Net increase (decrease)

15,978,048

32,905,375

$ 188,796,947

$ 388,071,823

Annual Report

Notes to Financial Statements - continued

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 19, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Christopher S. Bartel (1971)

Year of Election or Appointment: 2009

Vice President

 

Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Real Estate Income Fund voted to pay on September 8, 2014, to shareholders of record at the opening of business on September 5, 2014, a distribution of $0.182 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.131 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $93,876,025, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.04% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Real Estate Income Fund

vfr923559

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Real Estate Income Fund

vfr923561

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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and Account Assistance 1-800-544-6666

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1-800-544-5555

vfr923563
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
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www.fidelity.com

REI-UANN-0914
1.789710.111

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Real Estate Income
Fund - Institutional Class

Annual Report

July 31, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Real Estate Income Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Institutional ClassA

8.76%

14.37%

7.25%

A The initial offering of Institutional Class shares took place on April 14, 2010. Returns prior to April 14, 2010 are those of Fidelity® Real Estate Income Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Real Estate Income Fund - Institutional Class on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. See footnote A above for additional information regarding the performance of Institutional Class.

vfr923577

Annual Report


Management's Discussion of Fund Performance

Market Recap: The fundamental backdrop for commercial real estate remained solid throughout the 12 months ending July 31, 2014. Continued favorable demand across most sectors and geographic markets, along with limited new construction, led to rising occupancies. In turn, this led to gently rising rents and cash flow for real estate owners, including real estate investment trusts (REITs). Investors' continued search for yield in a low-interest-rate environment - rates ended the 12-month period roughly at their starting point - helped further boost the performance of multiple types of real estate securities. For the full 12 months, REIT stocks, as measured by the FTSE® NAREIT® All REITs Index, gained 12.90%, with the vast majority of that increase coming in the second half of the period. The MSCI REIT Preferred Index, which reflects the performance of real estate preferred stocks, added 9.62%. On the fixed-income side, The BofA Merrill LynchSM US Real Estate Index - a market-capitalization-weighted measure of investment-grade corporate debt in the domestic real estate sector - advanced 6.67%, benefiting partly from narrowing credit spreads that helped compensate for rising interest rates in the first half of the 12-month period. In comparison, the S&P 500® Index, a proxy for the broad U.S. stock market, was up 16.94%.

Comments from Mark Snyderman, Portfolio Manager of Fidelity Advisor® Real Estate Income Fund: For the year, the fund's Institutional Class shares gained 8.76%, which I consider a good absolute return for a 12-month period. In comparison, however, the Fidelity Real Estate Income Composite IndexSM - a 40/40/20 blend of the MSCI REIT Preferred Index, The BofA Merrill LynchSM US Real Estate Index and the FTSE® NAREIT® All REITs Index, respectively - added 9.17%. Most of the categories in which the fund invests did well. The fund's REIT common stock holdings essentially matched the 13% gain in the FTSE® NAREIT® index. Its preferred stocks added about 11%, outpacing the MSCI preferred stock index. On the portfolio's fixed-income side, the fund did particularly well with its commercial mortgage backed securities investments, which rose roughly 11%, compared with approximately 7% for the BofA Merrill Lynch real estate bond index. The fund's high-yield real estate bond picks modestly outpaced this measure, while its investment-grade bonds lagged. Meanwhile, the fund was hampered by a cash position of 8%, on average. I like to hold enough cash to take advantage of attractive buying opportunities when others must sell; unfortunately, the size of the portfolio's stake here was a drag on results in a rising market during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.30

$ 5.38

HypotheticalA

 

$ 1,000.00

$ 1,019.59

$ 5.26

Class T

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.10

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Class C

1.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.70

$ 9.15

HypotheticalA

 

$ 1,000.00

$ 1,015.92

$ 8.95

Real Estate Income

.83%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.80

$ 4.25

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.30

$ 4.00

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Five Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

MFA Financial, Inc.

3.2

3.0

Equity Lifestyle Properties, Inc.

2.7

2.7

Acadia Realty Trust (SBI)

2.4

2.2

Ventas, Inc.

1.6

1.7

Lexington Corporate Properties Trust

1.1

1.0

 

11.0

Top 5 Bonds as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20

0.9

0.8

Standard Pacific Corp. 8.375% 5/15/18

0.8

0.9

Annaly Capital Management, Inc. 5% 5/15/15

0.8

0.9

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20

0.7

0.3

iStar Financial, Inc. 5.875% 3/15/16

0.7

1.0

 

3.9

Top Five REIT Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

REITs - Mortgage

17.3

16.0

REITs - Management/Investment

9.0

8.9

REITs - Health Care Facilities

6.9

6.1

REITs - Shopping Centers

6.3

6.1

REITs - Apartments

4.9

5.0

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

vfr923539

Common Stocks 31.4%

 

vfr923539

Common Stocks 31.6%

 

vfr923542

Preferred Stocks 16.7%

 

vfr923542

Preferred Stocks 14.5%

 

vfr923545

Bonds 32.8%

 

vfr923545

Bonds 34.3%

 

vfr923548

Convertible
Securities 4.5%

 

vfr923548

Convertible
Securities 4.0%

 

vfr923551

Other Investments 7.8%

 

vfr923551

Other Investments 8.6%

 

vfr923554

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.8%

 

vfr923554

Short-Term
Investments and
Net Other Assets
(Liabilities) 7.0%

 

* Foreign investments

2.6%

 

** Foreign investments

3.2%

 

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Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 31.4%

Shares

Value

CONSUMER DISCRETIONARY - 0.2%

Household Durables - 0.2%

Stanley Martin Communities LLC Class B (a)(m)

4,620

$ 6,928,291

Media - 0.0%

New Media Investment Group, Inc.

2

30

TOTAL CONSUMER DISCRETIONARY

6,928,321

FINANCIALS - 31.0%

Capital Markets - 0.5%

Ellington Financial LLC

950,100

22,517,370

Real Estate Investment Trusts - 29.8%

Acadia Realty Trust (SBI) (g)

3,500,149

98,809,206

AG Mortgage Investment Trust, Inc.

781,700

14,336,378

American Tower Corp.

184,300

17,396,077

Annaly Capital Management, Inc.

826,600

9,175,260

Anworth Mortgage Asset Corp.

1,572,210

7,986,827

Apartment Investment & Management Co. Class A

1,268,100

43,343,658

Arbor Realty Trust, Inc. (g)

3,068,975

21,697,653

Associated Estates Realty Corp.

224,208

3,961,755

AvalonBay Communities, Inc.

191,400

28,342,512

BioMed Realty Trust, Inc.

1,058,200

22,751,300

Blackstone Mortgage Trust, Inc.

75,200

2,140,944

Boardwalk (REIT)

126,200

7,511,698

Canadian (REIT)

131,600

5,524,219

CBL & Associates Properties, Inc.

2,202,873

41,193,725

Cedar Shopping Centers, Inc.

1,208,910

7,616,133

Chambers Street Properties

1,457,593

11,340,074

Chartwell Retirement Residence

459,700

4,553,364

Chartwell Retirement Residence (a)(h)

78,500

777,548

CYS Investments, Inc.

2,094,739

18,601,282

Douglas Emmett, Inc.

689,600

19,646,704

Dynex Capital, Inc.

1,989,943

16,516,527

EastGroup Properties, Inc.

101,500

6,329,540

Ellington Residential Mortgage REIT

260,000

4,238,000

Equity Lifestyle Properties, Inc.

2,511,560

111,236,992

Equity Residential (SBI)

306,700

19,828,155

Excel Trust, Inc.

1,742,628

22,567,033

Extra Space Storage, Inc.

155,200

8,028,496

First Potomac Realty Trust

1,381,615

18,223,502

Five Oaks Investment Corp.

400,000

4,424,000

H&R REIT/H&R Finance Trust

375,100

7,957,136

Hatteras Financial Corp.

685,100

13,119,665

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Highwoods Properties, Inc. (SBI)

139,400

$ 5,864,558

Lexington Corporate Properties Trust

4,174,382

45,667,739

Liberty Property Trust (SBI)

192,300

6,763,191

LTC Properties, Inc.

452,913

17,360,155

MFA Financial, Inc.

16,292,993

132,624,945

Mid-America Apartment Communities, Inc.

612,400

42,819,008

Monmouth Real Estate Investment Corp. Class A (f)

1,197,173

12,306,938

National Retail Properties, Inc.

232,200

8,259,354

Newcastle Investment Corp.

4,850,400

21,681,288

NorthStar Realty Finance Corp.

377,400

6,076,140

Piedmont Office Realty Trust, Inc. Class A

850,200

16,536,390

Potlatch Corp.

40,500

1,672,650

Prologis, Inc.

499,487

20,384,064

Redwood Trust, Inc. (f)

555,100

10,535,798

Select Income (REIT)

456,300

12,662,325

Senior Housing Properties Trust (SBI)

1,562,300

35,714,178

Simon Property Group, Inc.

171,600

28,861,404

Stag Industrial, Inc.

321,769

7,349,204

Terreno Realty Corp.

1,484,064

27,751,997

Two Harbors Investment Corp.

1,721,280

17,608,694

Ventas, Inc.

1,025,546

65,122,171

Washington Prime Group, Inc. (a)

442,350

8,355,992

Washington REIT (SBI)

426,700

11,572,104

Weyerhaeuser Co. (f)

741,400

23,220,648

WP Carey, Inc.

597,900

39,299,967

 

1,245,246,265

Real Estate Management & Development - 0.7%

Brookfield Asset Management, Inc. Class A

257,600

11,491,415

Kennedy-Wilson Holdings, Inc.

664,021

15,538,091

 

27,029,506

TOTAL FINANCIALS

1,294,793,141

Common Stocks - continued

Shares

Value

MATERIALS - 0.2%

Paper & Forest Products - 0.2%

West Fraser Timber Co. Ltd.

231,400

$ 10,541,237

TOTAL COMMON STOCKS

(Cost $1,148,245,642)


1,312,262,699

Preferred Stocks - 17.6%

 

 

 

 

Convertible Preferred Stocks - 0.9%

FINANCIALS - 0.9%

Real Estate Investment Trusts - 0.9%

Alexandria Real Estate Equities, Inc. Series D 7.00%

195,000

5,313,750

Excel Trust, Inc. 7.00% (h)

248,200

6,515,250

Health Care REIT, Inc. Series I, 6.50%

46,800

2,737,800

Lexington Corporate Properties Trust Series C, 6.50%

396,880

18,712,892

Ramco-Gershenson Properties Trust (SBI) Series D, 7.25%

40,000

2,451,600

Weyerhaeuser Co. Series A, 6.375%

20,000

1,080,624

 

36,811,916

Nonconvertible Preferred Stocks - 16.7%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Red Lion Hotels Capital Trust 9.50%

143,030

3,727,362

FINANCIALS - 16.6%

Capital Markets - 0.1%

Arlington Asset Investment Corp. 6.625%

182,517

4,409,611

Real Estate Investment Trusts - 16.3%

AG Mortgage Investment Trust, Inc. 8.00%

461,387

11,082,516

Alexandria Real Estate Equities, Inc. Series E, 6.45%

145,913

3,687,222

American Capital Agency Corp.:

8.00%

200,000

5,170,000

Series B, 7.75%

360,200

8,785,278

American Capital Mortgage Investment Corp. Series A, 8.125%

248,636

6,243,250

American Home Mortgage Investment Corp.:

Series A, 9.375% (a)

120,300

12

Series B, 9.25% (a)

124,100

12

American Homes 4 Rent:

Series A, 5.00%

224,979

5,579,479

Series B, 5.00%

149,525

3,645,420

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Homes 4 Rent: - continued

Series C, 5.50%

485,000

$ 12,008,600

American Realty Capital Properties, Inc. Series F, 6.70%

300,409

6,984,509

Annaly Capital Management, Inc.:

Series A, 7.875%

134,900

3,419,715

Series C, 7.625%

162,837

3,974,851

Series D, 7.50%

310,731

7,497,939

Anworth Mortgage Asset Corp. Series A, 8.625%

309,630

7,836,735

Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%

375,101

9,876,409

Apollo Residential Mortgage, Inc. Series A, 8.00%

279,276

6,758,479

Arbor Realty Trust, Inc.:

7.375% (a)(g)

330,605

8,162,637

Series A, 8.25% (g)

189,089

4,727,225

Series B, 7.75% (g)

240,000

5,882,400

Series C, 8.50% (g)

100,000

2,525,000

Armour Residential REIT, Inc. Series B, 7.875%

153,654

3,727,646

Ashford Hospitality Trust, Inc.:

Series D, 8.45%

47,000

1,200,850

Series E, 9.00%

140,751

3,814,352

Boston Properties, Inc. 5.25%

10,915

256,503

Brandywine Realty Trust Series E, 6.90%

95,000

2,512,750

Campus Crest Communities, Inc. Series A, 8.00%

248,431

6,372,255

Capstead Mortgage Corp. Series E, 7.50%

202,984

4,885,622

CBL & Associates Properties, Inc.:

Series D, 7.375%

289,876

7,261,394

Series E, 6.625%

197,063

4,812,278

Cedar Shopping Centers, Inc. Series B, 7.25%

399,750

10,185,630

CenterPoint Properties Trust Series D, 5.377%

3,575

2,609,750

Chesapeake Lodging Trust Series A, 7.75%

266,916

6,985,192

Colony Financial, Inc.:

Series A, 8.50%

282,171

7,378,772

Series B, 7.50%

80,000

1,944,800

CommonWealth REIT:

7.50%

93,300

1,893,057

Series E, 7.25%

648,952

16,846,794

Coresite Realty Corp. Series A, 7.25%

369,799

9,481,646

Corporate Office Properties Trust Series L, 7.375%

161,840

4,212,695

CubeSmart Series A, 7.75%

40,000

1,065,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

CYS Investments, Inc.:

Series A, 7.75%

117,824

$ 2,880,797

Series B, 7.50%

446,667

10,527,941

DDR Corp.:

Series J, 6.50%

340,721

8,575,948

Series K, 6.25%

228,888

5,594,023

Digital Realty Trust, Inc.:

Series E, 7.00%

219,819

5,585,601

Series G, 5.875%

145,444

3,217,221

Series H, 7.375%

50,000

1,277,500

Duke Realty LP Series L, 6.60%

10,666

270,383

DuPont Fabros Technology, Inc. Series B, 7.625%

381,202

9,686,343

Dynex Capital, Inc.:

Series A, 8.50%

362,932

9,073,300

Series B, 7.625%

252,120

6,048,359

Equity Lifestyle Properties, Inc. Series C, 6.75%

950,148

24,504,317

Essex Property Trust, Inc. Series H, 7.125%

40,000

1,068,000

Excel Trust, Inc. Series B, 8.125%

400,000

10,428,000

First Potomac Realty Trust 7.75%

415,296

10,859,990

Five Oaks Investment Corp. Series A, 8.75%

100,000

2,517,000

General Growth Properties, Inc. Series A, 6.375%

166,463

4,028,405

Gladstone Commercial Corp. Series C, 7.125%

232,238

5,996,385

Glimcher Realty Trust:

6.875%

256,115

6,472,026

Series G, 8.125%

109,192

2,759,282

Series H, 7.50%

198,527

5,360,229

Hatteras Financial Corp. Series A, 7.625%

353,288

8,372,926

Health Care REIT, Inc. Series J, 6.50%

81,600

2,098,752

Hersha Hospitality Trust:

Series B, 8.00%

162,538

4,320,260

Series C, 6.875%

50,000

1,267,000

Hospitality Properties Trust Series D, 7.125%

40,800

1,039,584

Hudson Pacific Properties, Inc. 8.375%

394,069

10,442,829

Inland Real Estate Corp. Series A, 8.125%

423,500

11,032,175

Invesco Mortgage Capital, Inc. Series A, 7.75%

123,342

3,004,611

Investors Real Estate Trust Series B, 7.95%

126,572

3,319,984

iStar Financial, Inc.:

Series E, 7.875%

188,696

4,692,870

Series F, 7.80%

393,843

9,727,922

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Kilroy Realty Corp.:

Series G, 6.875%

46,760

$ 1,212,954

Series H, 6.375%

143,296

3,540,844

Kite Realty Group Trust 8.25%

96,100

2,499,561

LaSalle Hotel Properties:

Series H, 7.50%

141,308

3,710,748

Series I, 6.375%

354,698

8,828,433

LBA Realty Fund II:

Series A, 8.75% (a)

69,000

3,122,250

Series B, 7.625%

31,240

687,280

MFA Financial, Inc.:

8.00%

538,930

13,850,501

Series B, 7.50%

592,024

14,196,736

Monmouth Real Estate Investment Corp.:

Series A, 7.625%

80,000

2,042,400

Series B, 7.875%

95,000

2,493,750

National Retail Properties, Inc.:

5.70%

376,404

8,819,146

Series D, 6.625%

222,138

5,586,771

New York Mortgage Trust, Inc. Series B, 7.75%

171,101

4,055,094

NorthStar Realty Finance Corp.:

Series B, 8.25%

225,708

5,642,700

Series C, 8.875%

275,338

7,032,133

Series D, 8.50%

207,301

5,207,401

Series E, 8.75%

313,780

7,916,669

Pebblebrook Hotel Trust:

Series A, 7.875%

412,000

10,835,600

Series B, 8.00%

185,085

4,919,559

Series C, 6.50%

178,160

4,373,828

Pennsylvania (REIT) 7.375%

100,510

2,591,148

Prologis, Inc. Series Q, 8.54%

94,446

6,133,087

PS Business Parks, Inc.:

Series R, 6.875%

116,903

3,003,238

Series S, 6.45%

39,500

977,625

Series T, 6.00%

198,004

4,702,595

Series U, 5.75%

600

13,770

RAIT Financial Trust 7.625%

216,190

5,316,112

Regency Centers Corp.:

Series 6, 6.625%

87,261

2,260,060

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Regency Centers Corp.: - continued

Series 7, 6.00%

123,000

$ 2,955,690

Resource Capital Corp. 8.625%

117,847

2,873,110

Retail Properties America, Inc. 7.00%

394,411

9,907,604

Sabra Health Care REIT, Inc. Series A, 7.125%

298,123

7,763,123

Saul Centers, Inc.:

Series A, 8.00%

38,072

989,872

Series C, 6.875%

315,478

7,886,950

Senior Housing Properties Trust 5.625%

283,543

6,544,172

Stag Industrial, Inc.:

Series A, 9.00%

280,000

7,761,600

Series B, 6.625%

80,300

1,989,031

Strategic Hotel & Resorts, Inc. Series B, 8.25%

80,000

2,044,800

Summit Hotel Properties, Inc.:

Series A, 9.25%

138,340

3,804,350

Series B, 7.875%

190,173

4,954,007

Series C, 7.125%

153,212

3,851,750

Sun Communities, Inc. Series A, 7.125%

375,000

9,626,250

Sunstone Hotel Investors, Inc. Series D, 8.00%

129,723

3,458,415

Taubman Centers, Inc. Series K, 6.25%

96,120

2,354,940

Terreno Realty Corp. Series A, 7.75%

213,690

5,528,160

UMH Properties, Inc. Series A, 8.25%

600,000

15,840,000

Urstadt Biddle Properties, Inc. Series F, 7.125%

210,000

5,344,500

Vornado Realty LP 7.875%

54,682

1,392,204

Weingarten Realty Investors (SBI) Series F, 6.50%

49,813

1,255,786

Winthrop Realty Trust 7.75%

379,600

9,774,700

 

680,817,844

Real Estate Management & Development - 0.2%

Kennedy-Wilson, Inc. 7.75%

321,574

8,200,137

TOTAL FINANCIALS

693,427,592

TOTAL NONCONVERTIBLE PREFERRED STOCKS

697,154,954

TOTAL PREFERRED STOCKS

(Cost $716,293,737)


733,966,870

Corporate Bonds - 20.9%

 

Principal
Amount (e)

Value

Convertible Bonds - 3.6%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Morgans Hotel Group Co. 2.375% 10/15/14

$ 4,510,000

$ 4,476,175

FINANCIALS - 3.5%

Consumer Finance - 0.0%

Zais Financial Partners LP 8% 11/15/16 (h)

2,000,000

2,062,714

Diversified Financial Services - 0.6%

IAS Operating Partnership LP 5% 3/15/18 (h)

25,380,000

24,877,578

Real Estate Investment Trusts - 2.8%

Annaly Capital Management, Inc. 5% 5/15/15

31,396,000

31,906,185

Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19

3,980,000

4,223,974

Ares Commercial Real Estate Corp. 7% 12/15/15

14,700,000

15,214,500

Blackstone Mortgage Trust, Inc. 5.25% 12/1/18

5,750,000

6,156,525

Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (h)

9,000,000

8,797,500

Colony Financial, Inc.:

3.875% 1/15/21

9,910,000

10,052,456

5% 4/15/23

9,000,000

9,364,500

PennyMac Corp. 5.375% 5/1/20

6,000,000

5,950,476

RAIT Financial Trust 4% 10/1/33

11,000,000

10,518,750

Redwood Trust, Inc. 4.625% 4/15/18

8,500,000

8,755,000

Spirit Realty Capital, Inc. 3.75% 5/15/21

4,800,000

4,854,000

 

115,793,866

Real Estate Management & Development - 0.1%

Forest City Enterprises, Inc. 3.625% 8/15/20

2,000,000

2,090,000

Grubb & Ellis Co. 7.95% 5/1/15 (d)(h)

5,500,000

1

 

2,090,001

TOTAL FINANCIALS

144,824,159

TOTAL CONVERTIBLE BONDS

149,300,334

Nonconvertible Bonds - 17.3%

CONSUMER DISCRETIONARY - 5.3%

Hotels, Restaurants & Leisure - 0.7%

FelCor Lodging LP:

5.625% 3/1/23

2,000,000

2,000,000

6.75% 6/1/19

5,875,000

6,139,375

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (h)

$ 4,000,000

$ 4,190,000

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (h)

4,500,000

4,612,500

Playa Resorts Holding BV 8% 8/15/20 (h)

1,230,000

1,297,650

RHP Hotel Properties LP/RHP Finance Co. 5% 4/15/21

2,000,000

1,985,000

Times Square Hotel Trust 8.528% 8/1/26 (h)

8,328,905

10,443,093

 

30,667,618

Household Durables - 4.6%

Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (h)

10,500,000

10,237,500

Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (h)

1,000,000

1,025,000

Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)

1,615,000

1,693,731

D.R. Horton, Inc.:

4.375% 9/15/22

4,175,000

4,112,375

4.75% 5/15/17

2,000,000

2,095,000

5.75% 8/15/23

2,510,000

2,648,050

KB Home:

8% 3/15/20

8,465,000

9,586,613

9.1% 9/15/17

4,985,000

5,782,600

Lennar Corp.:

4.125% 12/1/18

5,520,000

5,547,600

4.5% 6/15/19

1,830,000

1,830,000

5.6% 5/31/15

6,000,000

6,186,300

6.5% 4/15/16

4,000,000

4,250,000

6.95% 6/1/18

14,280,000

15,904,350

M/I Homes, Inc. 8.625% 11/15/18

26,055,000

27,390,319

Meritage Homes Corp.:

7% 4/1/22

7,525,000

8,221,063

7.15% 4/15/20

7,060,000

7,783,650

Ryland Group, Inc.:

6.625% 5/1/20

1,555,000

1,663,850

8.4% 5/15/17

5,420,000

6,233,000

Standard Pacific Corp.:

7% 8/15/15

4,000,000

4,170,000

8.375% 5/15/18

28,983,000

33,257,993

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Standard Pacific Corp.: - continued

10.75% 9/15/16

$ 8,415,000

$ 9,761,400

Toll Brothers Finance Corp. 5.875% 2/15/22

1,550,000

1,662,375

WCI Communities, Inc. 6.875% 8/15/21 (h)

1,845,000

1,891,125

William Lyon Homes, Inc.:

7% 8/15/22 (h)(i)

2,505,000

2,505,000

8.5% 11/15/20

15,550,000

17,143,875

 

192,582,769

TOTAL CONSUMER DISCRETIONARY

223,250,387

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20

759,804

852,880

FINANCIALS - 11.1%

Diversified Financial Services - 0.4%

Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (h)

4,755,000

5,087,850

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

5.875% 2/1/22

3,680,000

3,751,300

6% 8/1/20

6,000,000

6,255,000

 

15,094,150

Real Estate Investment Trusts - 7.4%

American Campus Communities Operating Partnership LP 4.125% 7/1/24

2,000,000

2,006,580

American Tower Corp. 3.4% 2/15/19

1,000,000

1,036,709

Camden Property Trust 5% 6/15/15

1,100,000

1,141,236

CBL & Associates LP 5.25% 12/1/23

1,000,000

1,065,829

Commercial Net Lease Realty, Inc. 6.15% 12/15/15

2,526,000

2,700,178

Crown Castle International Corp. 5.25% 1/15/23

4,000,000

4,040,000

CTR Partnership LP / CareTrust Capital Corp. 5.875% 6/1/21 (h)

2,300,000

2,305,750

CubeSmart LP 4.8% 7/15/22

2,000,000

2,137,444

DDR Corp.:

5.5% 5/1/15

4,000,000

4,134,580

7.5% 4/1/17

6,000,000

6,878,238

7.5% 7/15/18

8,756,000

10,375,028

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

DDR Corp.: - continued

7.875% 9/1/20

$ 4,637,000

$ 5,824,128

9.625% 3/15/16

3,836,000

4,356,265

DuPont Fabros Technology LP 5.875% 9/15/21

1,000,000

1,020,000

Equity One, Inc.:

5.375% 10/15/15

3,500,000

3,677,632

6.25% 1/15/17

3,000,000

3,312,594

Equity Residential 5.125% 3/15/16

7,201,000

7,694,859

HCP, Inc. 3.75% 2/1/16

10,000,000

10,430,250

Health Care Property Investors, Inc.:

5.625% 5/1/17

2,980,000

3,309,528

6% 3/1/15

1,000,000

1,030,515

6% 1/30/17

2,383,000

2,650,163

7.072% 6/8/15

1,500,000

1,579,319

Health Care REIT, Inc.:

3.625% 3/15/16

14,685,000

15,309,994

4.125% 4/1/19

2,000,000

2,150,084

6.2% 6/1/16

2,750,000

3,002,469

Healthcare Realty Trust, Inc.:

3.75% 4/15/23

4,022,000

3,924,535

5.75% 1/15/21

3,095,000

3,494,862

6.5% 1/17/17

2,875,000

3,207,048

Highwoods/Forsyth LP:

3.625% 1/15/23

1,607,000

1,580,740

5.85% 3/15/17

2,800,000

3,097,450

Hospitality Properties Trust:

5% 8/15/22

3,177,000

3,351,433

5.625% 3/15/17

915,000

996,299

HRPT Properties Trust:

5.75% 11/1/15

4,826,000

4,968,541

6.25% 8/15/16

9,675,000

10,297,228

6.25% 6/15/17

1,055,000

1,127,346

6.65% 1/15/18

4,246,000

4,616,816

iStar Financial, Inc.:

3.875% 7/1/16

2,855,000

2,876,413

4% 11/1/17

15,000,000

14,775,000

5% 7/1/19

15,000,000

14,775,000

5.85% 3/15/17

3,587,000

3,766,350

5.875% 3/15/16

27,070,000

28,423,500

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

iStar Financial, Inc.: - continued

6.05% 4/15/15

$ 14,630,000

$ 14,959,175

7.125% 2/15/18

5,725,000

6,183,000

9% 6/1/17

9,175,000

10,390,688

MPT Operating Partnership LP/MPT Finance Corp.:

6.375% 2/15/22

3,610,000

3,844,650

6.875% 5/1/21

2,000,000

2,150,000

National Retail Properties, Inc. 3.3% 4/15/23

2,000,000

1,931,756

Nationwide Health Properties, Inc. 6% 5/20/15

5,670,000

5,902,805

Omega Healthcare Investors, Inc.:

4.95% 4/1/24 (h)

2,898,000

2,979,144

6.75% 10/15/22

2,115,000

2,273,625

7.5% 2/15/20

1,000,000

1,063,750

Potlatch Corp. 7.5% 11/1/19

1,000,000

1,160,000

Prologis LP 7.625% 7/1/17

4,690,000

5,237,229

Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20

2,000,000

2,389,382

Senior Housing Properties Trust:

3.25% 5/1/19

2,882,000

2,911,846

4.3% 1/15/16

5,000,000

5,165,360

4.75% 5/1/24

3,988,000

4,062,923

6.75% 4/15/20

13,624,000

15,635,202

6.75% 12/15/21

8,000,000

9,316,872

United Dominion Realty Trust, Inc.:

5.25% 1/15/15

1,000,000

1,020,666

5.25% 1/15/16

4,000,000

4,236,568

 

311,262,574

Real Estate Management & Development - 3.2%

BioMed Realty LP 3.85% 4/15/16

2,000,000

2,089,560

Brandywine Operating Partnership LP 7.5% 5/15/15

1,000,000

1,049,968

CBRE Group, Inc.:

5% 3/15/23

6,020,000

5,989,900

6.625% 10/15/20

1,205,000

1,263,744

Corporate Office Properties LP 3.6% 5/15/23

5,000,000

4,783,790

ERP Operating LP 5.25% 9/15/14

4,815,000

4,839,759

Excel Trust LP 4.625% 5/15/24

2,403,000

2,447,780

Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (h)

10,515,000

10,935,600

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Management & Development - continued

Host Hotels & Resorts LP 5.25% 3/15/22

$ 2,000,000

$ 2,210,924

Howard Hughes Corp. 6.875% 10/1/21 (h)

9,715,000

10,225,038

Hunt Companies, Inc. 9.625% 3/1/21 (h)

4,100,000

4,305,000

Kennedy-Wilson, Inc.:

5.875% 4/1/24

2,610,000

2,616,525

8.75% 4/1/19

20,410,000

21,864,213

Mid-America Apartments LP:

3.75% 6/15/24

1,663,000

1,640,892

6.05% 9/1/16

2,500,000

2,725,500

Realogy Corp. 7.875% 2/15/19 (h)

7,085,000

7,474,675

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

4,805,000

4,660,850

Regency Centers LP:

5.25% 8/1/15

4,509,000

4,707,265

5.875% 6/15/17

400,000

447,284

Taylor Morrison Communities, Inc./Monarch Communities, Inc.:

5.25% 4/15/21 (h)

2,000,000

1,970,000

5.625% 3/1/24 (h)

2,270,000

2,224,600

Ventas Realty LP 1.55% 9/26/16

7,000,000

7,058,863

Ventas Realty LP/Ventas Capital Corp.:

2.7% 4/1/20

3,000,000

2,963,976

3.125% 11/30/15

13,807,000

14,222,563

4% 4/30/19

2,262,000

2,420,869

Wells Operating Partnership II LP 5.875% 4/1/18

3,000,000

3,138,420

Weyerhaeuser Real Estate Co. 5.875% 6/15/24 (h)

1,890,000

1,918,350

 

132,195,908

Thrifts & Mortgage Finance - 0.1%

Ocwen Financial Corp. 6.625% 5/15/19 (h)

4,005,000

4,095,113

Wrightwood Capital LLC 1.9% 4/20/20 (d)

110,410

500,156

 

4,595,269

TOTAL FINANCIALS

463,147,901

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

HEALTH CARE - 0.6%

Health Care Equipment & Supplies - 0.3%

Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:

6% 10/15/21

$ 1,370,000

$ 1,438,500

7.75% 2/15/19

10,410,000

10,930,500

 

12,369,000

Health Care Providers & Services - 0.3%

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

2,795,000

2,788,013

5.5% 2/1/21

9,070,000

9,296,750

 

12,084,763

TOTAL HEALTH CARE

24,453,763

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Iron Mountain, Inc. 5.75% 8/15/24

4,235,000

4,235,000

Industrial Conglomerates - 0.1%

Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17

3,050,000

3,255,875

TOTAL INDUSTRIALS

7,490,875

INFORMATION TECHNOLOGY - 0.1%

Internet Software & Services - 0.1%

CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22

3,000,000

3,165,000

TOTAL NONCONVERTIBLE BONDS

722,360,806

TOTAL CORPORATE BONDS

(Cost $832,223,479)


871,661,140

Asset-Backed Securities - 2.2%

 

Capital Trust RE CDO Ltd.:

Series 2005-1A Class D, 1.6562% 3/20/50 (h)(j)

2,250,000

95,625

Series 2005-3A Class A2, 5.16% 6/25/35 (h)

12,158

11,915

CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4836% 1/20/37 (h)(j)

81,455

79,826

Asset-Backed Securities - continued

 

Principal
Amount (e)

Value

CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (h)

$ 910,893

$ 901,784

CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4821% 4/7/52 (h)(j)

686,542

665,946

Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 (j)

500,000

432,715

Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (h)

573,683

389,875

Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (h)

346,972

348,533

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

7,913,633

7,729,380

Fairfield Street Solar Corp. Series 2004-1A Class E1, 3.5944% 11/28/39 (h)(j)

609,640

61

Green Tree Financial Corp.:

Series 1996-4 Class M1, 7.75% 6/15/27

1,788,179

1,774,707

Series 1997-3 Class M1, 7.53% 3/15/28

6,996,415

6,027,164

GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 3.905% 6/25/35 (j)(m)

212,276

4,647

Guggenheim Structured Real Estate Funding Ltd./Guggenheim Structured Real Estate Funding LLC Series 2005-2A:

Class D, 1.705% 8/26/30 (h)(j)

89,648

88,527

Class E, 2.155% 8/26/30 (h)(j)

1,420,000

972,700

HLSS Servicer Advance Receivables Backed Notes Series 2013-T2 Class D2, 2.388% 5/16/44 (h)

3,000,000

2,998,195

Invitation Homes Trust Series 2014-SFR1 Class E, 3.4062% 6/17/31 (h)(j)

10,000,000

9,999,935

Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40

1,012,616

494,533

Merit Securities Corp. Series 13 Class M1, 7.688% 12/28/33 (j)

1,923,000

2,043,059

Mesa West Capital CDO Ltd. Series 2007-1A:

Class A1, 0.415% 2/25/47 (h)(j)

1,617,882

1,601,703

Class A2, 0.445% 2/25/47 (h)(j)

21,240,000

20,655,900

N-Star Real Estate CDO Ltd. Series 1A Class C1B, 7.696% 8/28/38 (h)

899,989

917,989

Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.8729% 2/5/36 (h)(j)

3,803,196

380

Wachovia Ltd./Wachovia LLC:

Series 2006-1 Class 1ML, 5.7326% 9/25/26 (h)(j)

2,000,000

1,400,000

Series 2006-1A:

Class B, 0.5926% 9/25/26 (h)(j)

2,240,259

2,199,934

Class C, 0.7626% 9/25/26 (h)(j)

7,030,000

6,868,310

Asset-Backed Securities - continued

 

Principal
Amount (e)

Value

Wachovia Ltd./Wachovia LLC: - continued

Series 2006-1A:

Class D, 0.8626% 9/25/26 (h)(j)

$ 2,080,000

$ 1,977,040

Class E, 0.9626% 9/25/26 (h)(j)

2,780,000

2,621,540

Class F, 1.3826% 9/25/26 (h)(j)

3,483,000

3,230,483

Class G, 1.5826% 9/25/26 (h)(j)

1,599,000

1,475,877

Class H, 1.8826% 9/25/26 (h)(j)

1,535,000

1,412,968

Class J, 2.9826% 9/25/26 (h)(j)

1,500,000

1,392,000

Class K, 3.4826% 9/25/26 (h)(j)

2,475,000

2,229,975

Class L, 4.2326% 9/25/26 (h)(j)

1,500,000

1,370,250

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.547% 11/21/40 (h)(j)

6,037,856

5,705,774

Class F, 2.177% 11/21/40 (h)(j)

250,000

29,275

TOTAL ASSET-BACKED SECURITIES

(Cost $93,851,617)


90,148,525

Collateralized Mortgage Obligations - 0.3%

 

Private Sponsor - 0.3%

Countrywide Home Loans, Inc.:

Series 2002-38 Class B3, 5% 2/25/18 (h)

41,113

173

Series 2002-R2 Class 2B3, 3.664% 7/25/33 (h)(j)

181,238

53,428

Series 2003-R3 Class B2, 5.5% 11/25/33 (h)

1,086,466

131,471

Series 2004-R1 Class 1B3, 5.0042% 11/25/34 (h)(j)

38,272

2,747

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.5329% 12/25/46 (h)(j)

4,500,000

4,975,830

Series 2010-K7 Class B, 5.618% 4/25/20 (h)(j)

3,200,000

3,574,253

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

1,388,624

1,453,435

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.1025% 7/10/35 (h)(j)

155,567

172,384

Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (h)

15,441

13,851

RESIX Finance Ltd. floater:

Series 2003-D Class B8, 6.6525% 12/10/35 (h)(j)

169,695

40,277

Series 2004-A Class B7, 4.4025% 2/10/36 (h)(j)

178,210

48,248

Series 2004-B Class B7, 4.1525% 2/10/36 (h)(j)

224,769

82,416

TOTAL PRIVATE SPONSOR

10,548,513

Collateralized Mortgage Obligations - continued

 

Principal
Amount (e)

Value

U.S. Government Agency - 0.0%

Fannie Mae REMIC Trust:

Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (m)

$ 113,309

$ 37,591

Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.1641% 2/25/42 (h)(j)

85,297

47,472

Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.5664% 12/25/42 (j)(m)

184,544

30,990

Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.095% 6/25/43 (h)(j)

125,783

52,539

Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.0288% 10/25/42 (h)(j)

51,657

26,741

TOTAL U.S. GOVERNMENT AGENCY

195,333

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $10,579,057)


10,743,846

Commercial Mortgage Securities - 13.0%

 

ACGS Series 2004-1 Class P, 7.4605% 8/1/19 (m)

1,607,561

1,595,253

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

2,000,000

2,278,707

Banc of America Commercial Mortgage Trust:

Series 2005-1 Class CJ, 5.4665% 11/10/42 (j)

3,580,000

3,660,768

Series 2005-5 Class D, 5.3884% 10/10/45 (j)

4,000,000

4,046,484

Series 2005-6 Class AJ, 5.3495% 9/10/47 (j)

5,000,000

5,242,815

Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.152% 3/15/22 (h)(j)

760,684

670,139

Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.652% 8/15/17 (h)(j)

4,900,000

4,908,330

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.6047% 3/11/39 (j)

5,700,000

5,877,419

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.7569% 4/12/38 (h)(j)

2,520,000

2,677,709

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.902% 8/15/26 (h)(j)

2,500,000

2,502,910

CGBAM Commercial Mortgage Trust floater Series 2014-HD Class E, 3.1518% 2/15/31 (h)(j)

5,769,000

5,776,904

Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.277% 9/10/46 (h)(j)

2,750,000

2,736,311

COMM Mortgage Trust:

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

4,300,000

3,445,349

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2012-CR5 Class D, 4.4798% 12/10/45 (h)(j)

$ 2,000,000

$ 2,000,636

Series 2013-CR10 Class D, 4.958% 8/10/46 (h)(j)

2,000,000

1,956,635

Series 2013-CR12 Class D, 5.2553% 10/10/46 (h)(j)

3,000,000

2,952,387

Series 2013-CR9 Class D, 4.4022% 7/10/45 (h)(j)

4,255,000

3,991,662

Series 2013-LC6 Class D, 4.4319% 1/10/46 (h)(j)

3,870,000

3,677,173

Series 2014-UBS2 Class D, 5.1831% 3/10/47 (h)(j)

3,713,000

3,559,040

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

2,646,159

2,558,931

Commercial Mortgage Trust pass-thru certificates:

Series 2005-C6 Class AJ, 5.209% 6/10/44 (j)

5,000,000

5,175,945

Series 2012-CR1:

Class C, 5.5464% 5/15/45 (j)

1,000,000

1,105,871

Class D, 5.5464% 5/15/45 (h)(j)

5,550,000

5,676,374

Series 2012-CR2:

Class D, 5.0196% 8/15/45 (h)(j)

4,500,000

4,670,199

Class E, 5.0196% 8/15/45 (h)(j)

6,000,000

5,986,944

Series 2012-LC4:

Class C, 5.8228% 12/10/44 (j)

2,000,000

2,235,678

Class D, 5.8228% 12/10/44 (h)(j)

8,000,000

8,410,016

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1 Class F, 6% 5/17/40 (h)

1,530,094

1,669,010

Series 1998-C2 Class F, 6.75% 11/15/30 (h)

2,149,220

2,223,860

DBUBS Mortgage Trust Series 2011-LC1A:

Class E, 5.7302% 11/10/46 (h)(j)

12,490,000

13,439,265

Class G, 4.652% 11/10/46 (h)

9,843,000

8,454,793

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31

51,442

51,391

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

500,000

510,914

Freddie Mac:

pass-thru certificates:

Series K011 Class X3, 2.6622% 12/25/43 (j)(k)

12,206,096

1,735,585

Series K012 Class X3, 2.366% 1/25/41 (j)(k)

21,072,886

2,683,801

Series K013 Class X3, 2.8852% 1/25/43 (j)(k)

14,360,000

2,250,959

Series KAIV Class X2, 3.6147% 6/25/46 (j)(k)

7,430,000

1,445,962

G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (h)

10,247

10,247

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C2 Class G, 6.75% 4/15/29 (j)

716,241

776,204

Series 2000-C1 Class K, 7% 3/15/33

16,103

16,280

GP Portfolio Trust Series 2014-GPP Class E, 4.002% 2/15/27 (h)(j)

2,823,000

2,825,965

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

Greenwich Capital Commercial Funding Corp. Series 2006-GG7 Class A4, 6.0146% 7/10/38 (j)

$ 7,954,707

$ 8,516,715

GS Mortgage Securities Corp. II Series 2010-C1:

Class D, 6.169% 8/10/43 (h)(j)

4,000,000

4,438,020

Class E, 4% 8/10/43 (h)

3,770,000

3,362,169

GS Mortgage Securities Trust:

Series 2010-C2 Class D, 5.3978% 12/10/43 (h)(j)

3,000,000

3,132,480

Series 2011-GC5:

Class C, 5.4738% 8/10/44 (h)(j)

9,000,000

9,939,294

Class D, 5.4738% 8/10/44 (h)(j)

4,000,000

4,192,568

Class E, 5.4738% 8/10/44 (h)(j)

4,049,000

3,825,924

Series 2012-GC6 Class C, 5.8259% 1/10/45 (h)(j)

3,600,000

4,029,503

Series 2012-GCJ7:

Class C, 5.9067% 5/10/45 (j)

6,500,000

7,266,509

Class D, 5.9067% 5/10/45 (h)(j)

3,000,000

3,173,227

Class E, 5% 5/10/45 (h)

6,920,000

6,344,347

Series 2012-GCJ9 Class D, 4.858% 11/10/45 (h)(j)

2,000,000

1,998,964

Series 2013-GC16 Class D, 5.323% 11/10/46 (h)(j)

3,250,000

3,296,098

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.5534% 7/15/29 (h)(j)

4,000,000

4,003,809

Series 2013-HLT Class EFX, 5.6086% 11/5/30 (h)(j)

3,000,000

3,087,078

Invitation Homes Trust floater Series 2013-SFR1:

Class E, 2.9% 12/17/30 (h)(j)

1,500,000

1,470,293

Class F, 3.9% 12/17/30 (h)(j)

1,750,000

1,730,195

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2003-C1 Class F, 6.1573% 1/12/37 (h)(j)

1,000,000

1,009,209

Series 2009-IWST:

Class C, 7.6935% 12/5/27 (h)(j)

3,000,000

3,682,794

Class D, 7.6935% 12/5/27 (h)(j)

9,550,000

11,648,374

Series 2010-CNTM Class MZ, 8.5% 8/5/20 (h)

9,000,000

9,389,840

Series 2010-CNTR:

Class D, 6.3899% 8/5/32 (h)(j)

4,500,000

5,104,256

Class XB, 1.1366% 8/5/32 (h)(j)(k)

32,655,000

1,341,921

Series 2012-CBX Class C, 5.358% 6/15/45 (j)

4,530,000

4,947,000

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2013-JWMZ Class M, 6.152% 4/15/18 (h)(j)

2,143,851

2,157,968

Series 2013-JWRZ Class E, 3.892% 4/15/30 (h)(j)

3,400,000

3,393,597

Series 2014-FBLU Class E, 3.6518% 12/15/28 (h)(j)

2,000,000

2,000,802

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

floater:

Series 2014-INN:

Class E, 3.751% 6/15/29 (h)(j)

$ 6,593,000

$ 6,597,068

Class F, 4.152% 6/15/29 (h)(j)

6,593,000

6,599,179

Series 2005-LDP5 Class AJ, 5.5262% 12/15/44 (j)

3,470,000

3,618,426

Series 2011-C4 Class F, 3.873% 7/15/46 (h)

1,400,000

1,271,725

Series 2011-C5 Class C, 5.5023% 8/15/46 (h)(j)

6,525,375

7,267,878

Series 2013-LC11 Class D, 4.383% 4/15/46 (j)

3,750,000

3,521,536

JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8 Class H, 6% 7/15/31 (h)

1,393,719

1,280,411

LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (h)

116,194

116,431

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C3 Class AJ, 4.843% 7/15/40

6,620,000

6,779,933

Series 2005-C7 Class AJ, 5.323% 11/15/40 (j)

8,000,000

8,349,352

Series 2006-C7 Class AM, 5.378% 11/15/38

2,040,000

2,198,657

Series 2004-C7 Class E, 4.918% 10/15/36

5,120,000

5,153,408

Series 2005-C1 Class E, 4.924% 2/15/40

4,000,000

4,033,100

Series 2006-C4:

Class A4, 6.0294% 6/15/38 (j)

4,841,683

5,200,742

Class AJ, 6.0494% 6/15/38 (j)

7,005,000

7,430,533

Class AM, 6.0494% 6/15/38 (j)

6,700,000

7,234,218

LSTAR Commercial Mortgage Trust:

Series 2011-1:

Class B, 5.3288% 6/25/43 (h)(j)

3,548,171

3,555,950

Class D, 5.3288% 6/25/43 (h)(j)

4,699,000

4,745,468

Series 2014-2:

Class D, 5.319% 1/20/41 (h)(j)

3,000,000

2,849,709

Class E, 5.319% 1/20/41 (h)(j)

4,800,000

3,957,715

Mach One Trust LLC Series 2004-1A Class H, 6.2679% 5/28/40 (h)(j)

2,840,000

2,918,100

Merrill Lynch Financial Asset, Inc. Series 2005-CA16:

Class F, 4.384% 7/12/37

CAD

710,000

636,044

Class G, 4.384% 7/12/37

CAD

355,000

315,222

Class H, 4.384% 7/12/37

CAD

236,000

207,720

Class J, 4.384% 7/12/37

CAD

355,000

309,736

Class K, 4.384% 7/12/37

CAD

355,000

307,048

Class L, 4.384% 7/12/37

CAD

236,000

202,359

Class M, 4.384% 7/12/37

CAD

995,000

809,979

Merrill Lynch Mortgage Investors Trust Series 1999-C1 Class G, 6.71% 11/15/31 (h)

401,475

289,062

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.8624% 5/12/39 (j)

$ 1,200,000

$ 1,283,813

Mezz Capital Commercial Mortgage Trust:

sequential payer:

Series 2004-C1 Class A, 4.836% 1/15/37 (h)

59,543

59,543

Series 2004-C2 Class A, 5.318% 10/15/40 (h)

4,709,155

4,709,155

Series 2004-C1 Class IO, 8.9139% 1/15/37 (h)(j)(k)

436,614

13,317

Morgan Stanley BAML Trust:

Series 2012-C6 Class D, 4.8181% 11/15/45 (h)(j)

2,000,000

2,041,958

Series 2013-C12 Class D, 4.935% 10/15/46 (h)

3,250,000

3,158,717

Series 2013-C13 Class D, 5.0592% 11/15/46 (h)(j)

3,100,000

3,027,383

Series 2013-C7 Class E, 4.4423% 2/15/46 (h)(j)

1,000,000

874,622

Series 2013-C9 Class D, 4.2984% 5/15/46 (h)(j)

5,000,000

4,676,130

Morgan Stanley Capital I Trust:

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

8,200,000

8,866,619

Series 2012-C4 Class E, 5.7094% 3/15/45 (h)(j)

5,630,000

5,791,632

Series 1997-RR Class F, 7.4306% 4/30/39 (h)(j)

869,355

919,343

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

2,639,941

2,147,478

Series 2005-HQ5 Class B, 5.272% 1/14/42

2,000,000

2,034,836

Series 2005-HQ6 Class AJ, 5.073% 8/13/42 (j)

2,500,000

2,577,703

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

7,500,000

8,090,333

Series 2011-C1 Class C, 5.4187% 9/15/47 (h)(j)

4,000,000

4,427,369

Series 2011-C2:

Class D, 5.4817% 6/15/44 (h)(j)

4,610,000

4,990,459

Class E, 5.4817% 6/15/44 (h)(j)

9,600,000

10,101,341

Class F, 5.4817% 6/15/44 (h)(j)

4,440,000

4,216,291

Class XB, 0.534% 6/15/44 (h)(j)(k)

63,708,222

1,791,029

Series 2011-C3:

Class C, 5.3556% 7/15/49 (h)(j)

2,000,000

2,184,086

Class D, 5.3556% 7/15/49 (h)(j)

7,400,000

7,862,056

Series 2012-C4 Class D, 5.7094% 3/15/45 (h)(j)

6,310,000

6,797,296

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

4,240,047

5,447,612

RBSCF Trust Series 2010-MB1 Class D, 4.9832% 4/15/24 (h)(j)

9,049,000

9,205,756

SCG Trust Series 2013-SRP1 Class D, 3.4955% 11/15/26 (h)(j)

1,000,000

972,044

TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5645% 8/15/39 (j)

2,080,000

2,189,859

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

10,630,000

11,253,120

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

UBS Commercial Mortgage Trust:

Series 2007-FL1 Class F, 0.727% 7/15/24 (h)(j)

$ 1,200,000

$ 1,199,038

Series 2012-C1 Class D, 5.7194% 5/10/45 (h)(j)

2,000,000

2,081,394

UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49

2,643,138

2,622,908

UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 6.0705% 1/10/45 (h)(j)

3,000,000

3,477,570

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

2,540,000

2,932,115

Wachovia Bank Commercial Mortgage Trust:

Series 2004-C10 Class E, 4.931% 2/15/41

1,716,408

1,717,802

Series 2004-C11:

Class D, 5.5428% 1/15/41 (j)

5,177,000

5,474,186

Class E, 5.5928% 1/15/41 (j)

3,785,000

3,996,351

Series 2004-C12 Class D, 5.6311% 7/15/41 (j)

1,364,882

1,368,222

Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.9376% 10/15/45 (h)(j)

9,999,000

9,932,877

WF-RBS Commercial Mortgage Trust:

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

4,900,000

5,374,271

Class D, 5.723% 3/15/44 (h)(j)

1,000,000

1,060,813

Class E, 5% 3/15/44 (h)

3,000,000

2,799,111

Series 2011-C5 Class F, 5.25% 11/15/44 (h)(j)

3,000,000

2,792,028

Series 2012-C10 Class E, 4.6077% 12/15/45 (h)(j)

4,090,000

3,546,050

Series 2012-C7:

Class D, 5.0019% 6/15/45 (h)(j)

2,380,000

2,477,927

Class F, 4.5% 6/15/45 (h)

2,000,000

1,750,684

Series 2013-C11:

Class D, 4.3224% 3/15/45 (h)(j)

5,830,000

5,505,759

Class E, 4.3224% 3/15/45 (h)(j)

4,780,000

4,065,256

Series 2013-C13 Class D, 4.2791% 5/15/45 (h)(j)

4,000,000

3,722,676

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $491,817,896)


543,318,426

Bank Loan Obligations - 7.8%

 

CONSUMER DISCRETIONARY - 2.8%

Hotels, Restaurants & Leisure - 2.4%

BRE Select Hotels Corp. 5.892% 5/9/18 (j)

12,102,193

12,102,193

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (j)

11,442,500

11,413,894

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (j)

$ 9,290,000

$ 9,290,000

Cedar Fair LP Tranche B, term loan 3.25% 3/6/20 (j)

2,760,267

2,763,718

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (j)

1,632,130

1,628,050

Cooper Hotel Group 12% 11/6/17

13,277,241

13,941,103

Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (j)

510,000

512,550

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (j)

28,862,492

28,718,179

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (j)

8,181,000

8,099,190

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (j)

6,982,412

7,008,596

Ryman Hospitality Properties, Inc. Tranche B, term loan 3.75% 1/15/21 (j)

2,290,000

2,301,450

 

97,778,923

Media - 0.2%

CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (j)

8,295,000

8,232,788

Multiline Retail - 0.1%

JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (j)

3,499,650

3,531,532

Specialty Retail - 0.1%

The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (j)

5,274,675

5,281,268

TOTAL CONSUMER DISCRETIONARY

114,824,511

CONSUMER STAPLES - 0.1%

Food & Staples Retailing - 0.1%

Albertson's LLC Tranche B 2LN, term loan 4.75% 3/21/19 (j)

5,123,347

5,116,943

ENERGY - 0.4%

Oil, Gas & Consumable Fuels - 0.4%

Panda Sherman Power, LLC term loan 9% 9/14/18 (j)

7,200,000

7,344,000

Panda Temple Power, LLC term loan 7.25% 4/3/19 (j)

8,580,000

8,794,500

 

16,138,500

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

FINANCIALS - 2.3%

Diversified Financial Services - 0.9%

Blackstone 9.98% 10/1/17

$ 17,203,421

$ 17,547,489

Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (j)

7,380,609

7,256,098

Pilot Travel Centers LLC:

Tranche B 2LN, term loan 4.25% 8/7/19 (j)

7,117,435

7,144,481

Tranche B, term loan 3.75% 3/30/18 (j)

6,566,411

6,549,995

 

38,498,063

Real Estate Investment Trusts - 0.2%

Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (j)

8,933,487

8,899,986

Real Estate Management & Development - 1.1%

CBRE Group, Inc. Tranche B, term loan 2.9015% 3/28/21 (j)

4,468,437

4,446,095

CityCenter 8.74% 7/10/15 (j)

3,307,347

3,307,347

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (j)

647,237

646,428

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (j)

38,799,180

38,411,188

 

46,811,058

Thrifts & Mortgage Finance - 0.1%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (j)

1,942,912

1,942,912

TOTAL FINANCIALS

96,152,019

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Community Health Systems, Inc.:

Tranche D, term loan 4.25% 1/27/21 (j)

2,100,608

2,105,860

Tranche E, term loan 3.4776% 1/25/17 (j)

788,123

789,108

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (j)

11,310,000

11,437,238

Skilled Healthcare Group, Inc. term loan 7% 4/9/16 (j)

7,040,067

7,022,467

 

21,354,673

INDUSTRIALS - 0.4%

Commercial Services & Supplies - 0.1%

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (j)

3,990,000

3,950,100

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.3%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (j)

$ 11,686,667

$ 11,672,059

TOTAL INDUSTRIALS

15,622,159

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

Crown Castle Operating Co.:

Tranche A, term loan 1.905% 1/31/19 (j)

4,553,273

4,519,123

Tranche B 2LN, term loan 3% 1/31/21 (j)

9,121,019

9,121,019

SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (j)

11,565,000

11,420,438

 

25,060,580

UTILITIES - 0.7%

Electric Utilities - 0.4%

Bayonne Energy Center, LLC Tranche B, term loan 6/30/21 (l)

1,555,000

1,564,719

EquiPower Resources Holdings LLC:

Tranche B 1LN, term loan 4.25% 12/21/18 (j)

4,974,619

4,987,056

Tranche C, term loan 4.25% 12/31/19 (j)

1,148,814

1,151,686

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (j)

3,397,816

3,414,806

La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (j)

6,634,947

6,660,160

 

17,778,427

Independent Power Producers & Energy Traders - 0.3%

Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (j)

1,990,000

1,990,000

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (j)

9,904,975

9,533,538

 

11,523,538

TOTAL UTILITIES

29,301,965

TOTAL BANK LOAN OBLIGATIONS

(Cost $323,405,617)


323,571,350

Preferred Securities - 0.0%

 

Principal
Amount (e)

Value

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (h)

$ 500,000

$ 25,000

Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (h)

1,220,000

905,362

 

930,362

TOTAL PREFERRED SECURITIES

(Cost $1,297,346)


930,362

Money Market Funds - 7.2%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

276,650,517

276,650,517

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

25,440,125

25,440,125

TOTAL MONEY MARKET FUNDS

(Cost $302,090,642)


302,090,642

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $3,919,805,033)

4,188,693,860

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(14,717,180)

NET ASSETS - 100%

$ 4,173,976,680

Currency Abbreviations

CAD

-

Canadian dollar

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

(e) Amount is stated in United States dollars unless otherwise noted.

(f) Security or a portion of the security is on loan at period end.

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $610,513,249 or 14.6% of net assets.

(i) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(j) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(k) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(l) The coupon rate will be determined upon settlement of the loan after period end.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,596,772 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

ACGS Series 2004-1 Class P, 7.4605% 8/1/19

2/17/11

$ 1,556,705

Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41

5/21/03

$ 98,189

Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.5664% 12/25/42

3/25/03

$ 109,726

GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 3.905% 6/25/35

6/3/05

$ 187,271

Stanley Martin Communities LLC Class B

8/3/05 - 3/1/07

$ 4,244,574

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 269,973

Fidelity Securities Lending Cash Central Fund

69,287

Total

$ 339,260

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Acadia Realty Trust (SBI)

$ 67,194,255

$ 23,354,610

$ -

$ 2,449,846

$ 98,809,206

Arbor Realty Trust, Inc.

21,107,288

1,885,885

-

1,477,398

21,697,653

Arbor Realty Trust, Inc. 7.375%

-

8,259,665

-

154,098

8,162,637

Arbor Realty Trust, Inc. Series A, 8.25%

4,748,025

-

-

389,996

4,727,225

Arbor Realty Trust, Inc. Series B, 7.75%

5,901,600

-

-

493,422

5,882,400

Arbor Realty Trust, Inc. Series C, 8.50%

-

2,500,000

-

55,490

2,525,000

Terreno Realty Corp.

22,091,704

4,979,683

-

529,220

-

Terreno Realty Corp. Series A, 7.75%

5,523,887

-

-

414,024

-

Total

$ 126,566,759

$ 40,979,843

$ -

$ 5,963,494

$ 141,804,121

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 10,655,683

$ 3,727,392

$ -

$ 6,928,291

Financials

2,025,032,649

1,995,068,514

27,354,361

2,609,774

Materials

10,541,237

10,541,237

-

-

Corporate Bonds

871,661,140

-

871,160,983

500,157

Asset-Backed Securities

90,148,525

-

81,964,524

8,184,001

Collateralized Mortgage Obligations

10,743,846

-

10,017,369

726,477

Commercial Mortgage Securities

543,318,426

-

532,005,572

11,312,854

Bank Loan Obligations

323,571,350

-

276,160,668

47,410,682

Preferred Securities

930,362

-

-

930,362

Money Market Funds

302,090,642

302,090,642

-

-

Total Investments in Securities:

$ 4,188,693,860

$ 2,311,427,785

$ 1,798,663,477

$ 78,602,598

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Bank Loan Obligations

Beginning Balance

$ 105,573,756

Net Realized Gain (Loss) on Investment Securities

289,125

Net Unrealized Gain (Loss) on Investment Securities

(866,510)

Cost of Purchases

-

Proceeds of Sales

(58,246,664)

Amortization/Accretion

140,775

Transfers into Level 3

520,200

Transfers out of Level 3

-

Ending Balance

$ 47,410,682

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ (413,512)

Other Investments in Securities

Beginning Balance

$ 53,636,499

Net Realized Gain (Loss) on Investment Securities

(4,200,658)

Net Unrealized Gain (Loss) on Investment Securities

9,034,288

Cost of Purchases

169,932

Proceeds of Sales

(23,014,379)

Amortization/Accretion

1,379,987

Transfers into Level 3

-

Transfers out of Level 3

(5,813,753)

Ending Balance

$ 31,191,916

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ 4,647,489

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

0.4%

AAA,AA,A

4.6%

BBB

11.3%

BB

9.1%

B

11.4%

CCC,CC,C

1.0%

D

0.0%

Not Rated

6.4%

Equities

49.0%

Short-Term Investments and Net Other Assets

6.8%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $24,482,448) - See accompanying schedule:

Unaffiliated issuers (cost $3,496,917,698)

$ 3,744,799,097

 

Fidelity Central Funds (cost $302,090,642)

302,090,642

 

Other affiliated issuers (cost $120,796,693)

141,804,121

 

Total Investments (cost $3,919,805,033)

 

$ 4,188,693,860

Cash

 

2,277,247

Receivable for investments sold

10,882,971

Receivable for fund shares sold

6,965,247

Dividends receivable

2,319,908

Interest receivable

17,945,180

Distributions receivable from Fidelity Central Funds

33,222

Receivable from investment adviser for expense reductions

931

Other receivables

14,103

Total assets

4,229,132,669

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 19,236,871

Delayed delivery

2,505,000

Payable for fund shares redeemed

4,769,953

Accrued management fee

1,934,696

Distribution and service plan fees payable

305,492

Other affiliated payables

869,606

Other payables and accrued expenses

94,246

Collateral on securities loaned, at value

25,440,125

Total liabilities

55,155,989

 

 

 

Net Assets

$ 4,173,976,680

Net Assets consist of:

 

Paid in capital

$ 3,809,242,280

Undistributed net investment income

34,654,174

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

61,167,863

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

268,912,363

Net Assets

$ 4,173,976,680

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($442,271,076 ÷ 37,302,014 shares)

$ 11.86

 

 

 

Maximum offering price per share (100/96.00 of $11.86)

$ 12.35

Class T:
Net Asset Value
and redemption price per share ($48,163,837 ÷ 4,060,118 shares)

$ 11.86

 

 

 

Maximum offering price per share (100/96.00 of $11.86)

$ 12.35

Class C:
Net Asset Value
and offering price per share ($246,305,622 ÷ 20,927,526 shares)A

$ 11.77

 

 

 

Real Estate Income:
Net Asset Value
, offering price and redemption price per share ($2,627,381,994 ÷ 220,647,573 shares)

$ 11.91

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($809,854,151 ÷ 68,165,791 shares)

$ 11.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $5,963,494 earned from other affiliated issuers)

 

$ 90,314,113

Interest

 

114,777,571

Income from Fidelity Central Funds

 

339,260

Total income

 

205,430,944

 

 

 

Expenses

Management fee

$ 21,222,992

Transfer agent fees

8,548,801

Distribution and service plan fees

3,173,091

Accounting and security lending fees

1,324,787

Custodian fees and expenses

58,383

Independent trustees' compensation

15,901

Registration fees

199,090

Audit

172,246

Legal

12,720

Miscellaneous

35,095

Total expenses before reductions

34,763,106

Expense reductions

(73,686)

34,689,420

Net investment income (loss)

170,741,524

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

105,441,630

Other affiliated issuers

442,084

Foreign currency transactions

662

Total net realized gain (loss)

 

105,884,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

30,350,617

Assets and liabilities in foreign currencies

(1,671)

Total change in net unrealized appreciation (depreciation)

 

30,348,946

Net gain (loss)

136,233,322

Net increase (decrease) in net assets resulting from operations

$ 306,974,846

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 170,741,524

$ 172,485,619

Net realized gain (loss)

105,884,376

73,494,885

Change in net unrealized appreciation (depreciation)

30,348,946

61,789,333

Net increase (decrease) in net assets resulting
from operations

306,974,846

307,769,837

Distributions to shareholders from net investment income

(172,155,251)

(159,910,438)

Distributions to shareholders from net realized gain

(78,297,244)

(51,534,162)

Total distributions

(250,452,495)

(211,444,600)

Share transactions - net increase (decrease)

(6,051,637)

1,340,100,515

Redemption fees

438,384

782,946

Total increase (decrease) in net assets

50,909,098

1,437,208,698

 

 

 

Net Assets

Beginning of period

4,123,067,582

2,685,858,884

End of period (including undistributed net investment income of $34,654,174 and undistributed net investment income of $39,267,501, respectively)

$ 4,173,976,680

$ 4,123,067,582

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.67

$ 11.26

$ 10.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .49

  .54

  .52

  .53

  .18

Net realized and unrealized gain (loss)

  .44

  .60

  .61

  .76

  (.04)

Total from investment operations

  .93

  1.14

  1.13

  1.29

  .14

Distributions from net investment income

  (.50)

  (.53)

  (.51)

  (.50)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.74)

  (.73)

  (.60) K

  (.50)

  (.15)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.86

$ 11.67

$ 11.26

$ 10.73

$ 9.94

Total ReturnB, C, D

  8.49%

  10.45%

  11.24%

  13.27%

  1.46%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.06%

  1.08%

  1.12%

  1.13%

  1.09%A

Expenses net of fee waivers, if any

  1.05%

  1.08%

  1.12%

  1.13%

  1.09%A

Expenses net of all reductions

  1.05%

  1.07%

  1.11%

  1.12%

  1.09%A

Net investment income (loss)

  4.28%

  4.62%

  4.89%

  5.00%

  6.23%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 442,271

$ 378,269

$ 137,352

$ 60,283

$ 3,830

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.67

$ 11.26

$ 10.72

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .49

  .54

  .52

  .52

  .17

Net realized and unrealized gain (loss)

  .43

  .60

  .62

  .76

  (.03)

Total from investment operations

  .92

  1.14

  1.14

  1.28

  .14

Distributions from net investment income

  (.50)

  (.53)

  (.50)

  (.50)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.73)K

  (.73)

  (.60)

  (.50)

  (.15)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.86

$ 11.67

$ 11.26

$ 10.72

$ 9.94

Total ReturnB, C, D

  8.44%

  10.42%

  11.33%

  13.11%

  1.45%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.08%

  1.08%

  1.11%

  1.16%

  1.17%A

Expenses net of fee waivers, if any

  1.08%

  1.08%

  1.11%

  1.16%

  1.17%A

Expenses net of all reductions

  1.07%

  1.08%

  1.11%

  1.16%

  1.17%A

Net investment income (loss)

  4.26%

  4.61%

  4.90%

  4.96%

  5.92%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 48,164

$ 46,198

$ 26,143

$ 7,626

$ 862

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.73 per share is comprised of distributions from net investment income of $.496 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.59

$ 11.20

$ 10.67

$ 9.93

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .40

  .45

  .44

  .45

  .15

Net realized and unrealized gain (loss)

  .43

  .60

  .62

  .74

  (.03)

Total from investment operations

  .83

  1.05

  1.06

  1.19

  .12

Distributions from net investment income

  (.42)

  (.46)

  (.43)

  (.45)

  (.14)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.65) K

  (.66)

  (.53)

  (.45)

  (.14)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.77

$ 11.59

$ 11.20

$ 10.67

$ 9.93

Total ReturnB, C, D

  7.66%

  9.66%

  10.49%

  12.25%

  1.29%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Expenses net of fee waivers, if any

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Expenses net of all reductions

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Net investment income (loss)

  3.54%

  3.88%

  4.14%

  4.23%

  5.21%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 246,306

$ 204,012

$ 52,780

$ 21,555

$ 836

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.65 per share is comprised of distributions from net investment income of $.417 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Real Estate Income

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.71

$ 11.29

$ 10.75

$ 9.95

$ 8.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .54

  .55

  .53

Net realized and unrealized gain (loss)

  .44

  .60

  .62

  .76

  1.73

Total from investment operations

  .96

  1.17

  1.16

  1.31

  2.26

Distributions from net investment income

  (.53)

  (.55)

  (.52)

  (.51)

  (.52)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.76) G

  (.75)

  (.62)

  (.51)

  (.52)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.91

$ 11.71

$ 11.29

$ 10.75

$ 9.95

Total ReturnA

  8.78%

  10.71%

  11.50%

  13.41%

  28.29%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .83%

  .84%

  .90%

  .92%

  .97%

Expenses net of fee waivers, if any

  .83%

  .84%

  .89%

  .92%

  .96%

Expenses net of all reductions

  .83%

  .84%

  .89%

  .92%

  .96%

Net investment income (loss)

  4.50%

  4.85%

  5.12%

  5.21%

  5.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,627,382

$ 2,884,545

$ 2,252,149

$ 1,660,063

$ 1,030,393

Portfolio turnover rateD

  29%

  26%

  27%

  25%

  28%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.76 per share is comprised of distributions from net investment income of $.525 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.69

$ 11.28

$ 10.74

$ 9.95

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .52

  .57

  .55

  .55

  .19

Net realized and unrealized gain (loss)

  .44

  .60

  .62

  .76

  (.04)

Total from investment operations

  .96

  1.17

  1.17

  1.31

  .15

Distributions from net investment income

  (.53)

  (.56)

  (.53)

  (.52)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.77)

  (.76)

  (.63)

  (.52)

  (.15)

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.88

$ 11.69

$ 11.28

$ 10.74

$ 9.95

Total ReturnB, C

  8.76%

  10.72%

  11.62%

  13.44%

  1.58%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .78%

  .80%

  .84%

  .89%

  .85%A

Expenses net of fee waivers, if any

  .78%

  .80%

  .84%

  .89%

  .85%A

Expenses net of all reductions

  .78%

  .80%

  .84%

  .89%

  .85%A

Net investment income (loss)

  4.55%

  4.89%

  5.17%

  5.24%

  6.70%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 809,854

$ 610,045

$ 217,435

$ 43,282

$ 2,930

Portfolio turnover rateF

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Real Estate Income and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type

Fair Value at
07/31/14

Valuation
Technique(s)

Unobservable
Input

Amount or Range/
Weighted
Average

Impact to
Valuation
from an
Increase in
Input
*

Asset-Backed Securities

$ 7,282,217

Discounted cash flow

Yield

3.0% - 10.4% / 4.5%

Decrease

 

 

Expected distribution

Recovery rate

0.0%

Increase

Bank Loan
Obligations

$46,898,132

Discounted cash flow

Yield

2.1% - 10.5% / 6.1%

Decrease

Collateralized Mortgage
Obligations

$ 726,477

Discounted cash flow

Yield

4.1% - 40.0% / 11.1%

Decrease

Commercial Mortgage Securities

$ 6,929,493

Discounted cash flow

Yield

2.1% - 10.4% / 2.1%

Decrease

 

 

Market comparable

Spread

13.0%

Decrease

Common Stocks

$ 6,928,291

Adjusted book value

Book value
multiple

1.3

Increase

Corporate Bonds

$ 500,157

Discounted cash flow

Discount rate

20.0%

Decrease

 

 

Expected distribution

Recovery rate

0.0%

Increase

Preferred
Securities

$ 905,362

Discounted cash flow

Yield

13.0%

Decrease

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, equity-debt classifications and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 331,991,084

Gross unrealized depreciation

(67,454,992)

Net unrealized appreciation (depreciation) on securities

$ 264,536,092

 

 

Tax Cost

$ 3,924,157,768

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 39,196,788

Undistributed long-term capital gain

$ 61,346,649

Net unrealized appreciation (depreciation) on securities and other investments

$ 264,559,628

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 185,363,562

$ 170,384,735

Long-term Capital Gains

65,088,933

41,059,865

Total

$ 250,452,495

$ 211,444,600

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,052,015,263 and $1,138,541,279, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 967,235

$ 25,663

Class T

-%

.25%

108,744

40

Class C

.75%

.25%

2,097,112

927,749

 

 

 

$ 3,173,091

$ 953,452

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 109,599

Class T

12,563

Class C*

74,180

 

$ 196,342

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 805,109

.21

Class T

99,408

.23

Class C

404,930

.19

Real Estate Income

6,054,879

.23

Institutional Class

1,184,475

.19

 

$ 8,548,801

 

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $26,723 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,555 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income

Annual Report

7. Security Lending - continued

earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $69,287, including $155 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $51,646 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,517.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20,523.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Class A

$ 16,638,771

$ 10,238,777

Class T

1,842,576

1,523,114

Class C

7,530,932

4,241,554

Real Estate Income

117,401,887

126,726,805

Institutional Class

28,741,085

17,180,188

Total

$ 172,155,251

$ 159,910,438

From net realized gain

 

 

Class A

$ 7,591,572

$ 2,837,075

Class T

874,881

506,062

Class C

4,152,718

1,181,312

Real Estate Income

53,508,422

42,729,814

Institutional Class

12,169,651

4,279,899

Total

$ 78,297,244

$ 51,534,162

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Class A

 

 

 

 

Shares sold

18,815,698

25,244,691

$ 217,399,754

$ 296,851,509

Reinvestment of distributions

1,805,230

900,102

20,178,624

10,299,964

Shares redeemed

(15,738,034)

(5,925,325)

(180,458,692)

(69,436,144)

Net increase (decrease)

4,882,894

20,219,468

$ 57,119,686

$ 237,715,329

Class T

 

 

 

 

Shares sold

1,270,924

2,730,063

$ 14,645,845

$ 31,978,463

Reinvestment of distributions

211,146

132,742

2,357,016

1,515,681

Shares redeemed

(1,380,258)

(1,226,451)

(15,703,373)

(14,137,454)

Net increase (decrease)

101,812

1,636,354

$ 1,299,488

$ 19,356,690

Class C

 

 

 

 

Shares sold

9,015,535

14,157,408

$ 103,482,191

$ 165,598,758

Reinvestment of distributions

813,525

375,304

9,012,478

4,279,651

Shares redeemed

(6,508,928)

(1,637,958)

(73,908,752)

(19,029,492)

Net increase (decrease)

3,320,132

12,894,754

$ 38,585,917

$ 150,848,917

Real Estate Income

 

 

 

 

Shares sold

61,717,695

123,727,906

$ 711,894,953

$ 1,450,014,694

Reinvestment of distributions

13,609,464

13,299,047

152,306,330

151,923,311

Shares redeemed

(100,931,769)

(90,180,888)

(1,156,054,958)

(1,057,830,249)

Net increase (decrease)

(25,604,610)

46,846,065

$ (291,853,675)

$ 544,107,756

Institutional Class

 

 

 

 

Shares sold

40,192,476

42,960,747

$ 465,679,843

$ 506,030,603

Reinvestment of distributions

2,412,058

1,337,082

27,006,597

15,315,413

Shares redeemed

(26,626,486)

(11,392,454)

(303,889,493)

(133,274,193)

Net increase (decrease)

15,978,048

32,905,375

$ 188,796,947

$ 388,071,823

Annual Report

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 19, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Christopher S. Bartel (1971)

Year of Election or Appointment: 2009

Vice President

 

Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Real Estate Income Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

09/08/14

09/05/14

$0.133

$0.182

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $93,876,025, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.04% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Real Estate Income Fund

vfr923593

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Real Estate Income Fund

vfr923595

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(U.K.) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

REII-UANN-0914
1.907540.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Real Estate Income
Fund - Class A, Class T, and Class C

Annual Report

July 31, 2014

(Fidelity Cover Art)

Class A, Class T, and
Class C are classes of Fidelity® Real Estate Income Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 4.00% sales charge) A

4.15%

13.19%

6.69%

  Class T (incl. 4.00% sales charge) B

4.11%

13.16%

6.68%

  Class C (incl. contingent deferred sales charge)C

6.66%

13.38%

6.78%

A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on April 14, 2010. Returns prior to April 14, 2010 are those of Fidelity® Real Estate Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class A's 12b-1 fee been reflected, returns prior to April 14, 2010 would have been lower.

B Class T shares bear a 0.25% 12b-1 fee. The initial offering of Class T shares took place on April 14, 2010. Returns prior to April 14, 2010 are those of Fidelity® Real Estate Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class T's 12b-1 fee been reflected, returns prior to April 14, 2010 would have been lower.

C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on April 14, 2010. Returns prior to April 14, 2010 are those of Fidelity Real Estate Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class C's 12b-1 fee been reflected, returns prior to April 14, 2010 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Real Estate Income Fund - Class A on July 31, 2004, and the current 4.00% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. See footnote A on the previous page for additional information regarding the performance of Class A.

vfr923608

Annual Report


Management's Discussion of Fund Performance

Market Recap: The fundamental backdrop for commercial real estate remained solid throughout the 12 months ending July 31, 2014. Continued favorable demand across most sectors and geographic markets, along with limited new construction, led to rising occupancies. In turn, this led to gently rising rents and cash flow for real estate owners, including real estate investment trusts (REITs). Investors' continued search for yield in a low-interest-rate environment - rates ended the 12-month period roughly at their starting point - helped further boost the performance of multiple types of real estate securities. For the full 12 months, REIT stocks, as measured by the FTSE® NAREIT® All REITs Index, gained 12.90%, with the vast majority of that increase coming in the second half of the period. The MSCI REIT Preferred Index, which reflects the performance of real estate preferred stocks, added 9.62%. On the fixed-income side, The BofA Merrill LynchSM US Real Estate Index - a market-capitalization-weighted measure of investment-grade corporate debt in the domestic real estate sector - advanced 6.67%, benefiting partly from narrowing credit spreads that helped compensate for rising interest rates in the first half of the 12-month period. In comparison, the S&P 500® Index, a proxy for the broad U.S. stock market, was up 16.94%.

Comments from Mark Snyderman, Portfolio Manager of Fidelity Advisor® Real Estate Income Fund: For the year, the fund's Class A, Class T and Class C shares returned 8.49%, 8.44% and 7.66%, respectively (excluding sales charges), which I consider good absolute returns for a 12-month period. In comparison, however, the Fidelity Real Estate Income Composite IndexSM - a 40/40/20 blend of the MSCI REIT Preferred Index, The BofA Merrill LynchSM US Real Estate Index and the FTSE® NAREIT® All REITs Index, respectively - added 9.17%. Most of the categories in which the fund invests did well. The fund's REIT common stock holdings essentially matched the 13% gain in the FTSE® NAREIT® index. Its preferred stocks added about 11%, outpacing the MSCI preferred stock index. On the portfolio's fixed-income side, the fund did particularly well with its commercial mortgage backed securities investments, which rose roughly 11%, compared with approximately 7% for the BofA Merrill Lynch real estate bond index. The fund's high-yield real estate bond picks modestly outpaced this measure, while its investment-grade bonds lagged. Meanwhile, the fund was hampered by a cash position of 8%, on average. I like to hold enough cash to take advantage of attractive buying opportunities when others must sell; unfortunately, the size of the portfolio's stake here was a drag on results in a rising market during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Class A

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.30

$ 5.38

HypotheticalA

 

$ 1,000.00

$ 1,019.59

$ 5.26

Class T

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.10

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Class C

1.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.70

$ 9.15

HypotheticalA

 

$ 1,000.00

$ 1,015.92

$ 8.95

Real Estate Income

.83%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.80

$ 4.25

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.30

$ 4.00

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Five Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

MFA Financial, Inc.

3.2

3.0

Equity Lifestyle Properties, Inc.

2.7

2.7

Acadia Realty Trust (SBI)

2.4

2.2

Ventas, Inc.

1.6

1.7

Lexington Corporate Properties Trust

1.1

1.0

 

11.0

Top 5 Bonds as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20

0.9

0.8

Standard Pacific Corp. 8.375% 5/15/18

0.8

0.9

Annaly Capital Management, Inc. 5% 5/15/15

0.8

0.9

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20

0.7

0.3

iStar Financial, Inc. 5.875% 3/15/16

0.7

1.0

 

3.9

Top Five REIT Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

REITs - Mortgage

17.3

16.0

REITs - Management/Investment

9.0

8.9

REITs - Health Care Facilities

6.9

6.1

REITs - Shopping Centers

6.3

6.1

REITs - Apartments

4.9

5.0

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

vfr923539

Common Stocks 31.4%

 

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Common Stocks 31.6%

 

vfr923542

Preferred Stocks 16.7%

 

vfr923542

Preferred Stocks 14.5%

 

vfr923545

Bonds 32.8%

 

vfr923545

Bonds 34.3%

 

vfr923548

Convertible
Securities 4.5%

 

vfr923548

Convertible
Securities 4.0%

 

vfr923551

Other Investments 7.8%

 

vfr923551

Other Investments 8.6%

 

vfr923554

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.8%

 

vfr923554

Short-Term
Investments and
Net Other Assets
(Liabilities) 7.0%

 

* Foreign investments

2.6%

 

** Foreign investments

3.2%

 

vfr923622

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 31.4%

Shares

Value

CONSUMER DISCRETIONARY - 0.2%

Household Durables - 0.2%

Stanley Martin Communities LLC Class B (a)(m)

4,620

$ 6,928,291

Media - 0.0%

New Media Investment Group, Inc.

2

30

TOTAL CONSUMER DISCRETIONARY

6,928,321

FINANCIALS - 31.0%

Capital Markets - 0.5%

Ellington Financial LLC

950,100

22,517,370

Real Estate Investment Trusts - 29.8%

Acadia Realty Trust (SBI) (g)

3,500,149

98,809,206

AG Mortgage Investment Trust, Inc.

781,700

14,336,378

American Tower Corp.

184,300

17,396,077

Annaly Capital Management, Inc.

826,600

9,175,260

Anworth Mortgage Asset Corp.

1,572,210

7,986,827

Apartment Investment & Management Co. Class A

1,268,100

43,343,658

Arbor Realty Trust, Inc. (g)

3,068,975

21,697,653

Associated Estates Realty Corp.

224,208

3,961,755

AvalonBay Communities, Inc.

191,400

28,342,512

BioMed Realty Trust, Inc.

1,058,200

22,751,300

Blackstone Mortgage Trust, Inc.

75,200

2,140,944

Boardwalk (REIT)

126,200

7,511,698

Canadian (REIT)

131,600

5,524,219

CBL & Associates Properties, Inc.

2,202,873

41,193,725

Cedar Shopping Centers, Inc.

1,208,910

7,616,133

Chambers Street Properties

1,457,593

11,340,074

Chartwell Retirement Residence

459,700

4,553,364

Chartwell Retirement Residence (a)(h)

78,500

777,548

CYS Investments, Inc.

2,094,739

18,601,282

Douglas Emmett, Inc.

689,600

19,646,704

Dynex Capital, Inc.

1,989,943

16,516,527

EastGroup Properties, Inc.

101,500

6,329,540

Ellington Residential Mortgage REIT

260,000

4,238,000

Equity Lifestyle Properties, Inc.

2,511,560

111,236,992

Equity Residential (SBI)

306,700

19,828,155

Excel Trust, Inc.

1,742,628

22,567,033

Extra Space Storage, Inc.

155,200

8,028,496

First Potomac Realty Trust

1,381,615

18,223,502

Five Oaks Investment Corp.

400,000

4,424,000

H&R REIT/H&R Finance Trust

375,100

7,957,136

Hatteras Financial Corp.

685,100

13,119,665

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Highwoods Properties, Inc. (SBI)

139,400

$ 5,864,558

Lexington Corporate Properties Trust

4,174,382

45,667,739

Liberty Property Trust (SBI)

192,300

6,763,191

LTC Properties, Inc.

452,913

17,360,155

MFA Financial, Inc.

16,292,993

132,624,945

Mid-America Apartment Communities, Inc.

612,400

42,819,008

Monmouth Real Estate Investment Corp. Class A (f)

1,197,173

12,306,938

National Retail Properties, Inc.

232,200

8,259,354

Newcastle Investment Corp.

4,850,400

21,681,288

NorthStar Realty Finance Corp.

377,400

6,076,140

Piedmont Office Realty Trust, Inc. Class A

850,200

16,536,390

Potlatch Corp.

40,500

1,672,650

Prologis, Inc.

499,487

20,384,064

Redwood Trust, Inc. (f)

555,100

10,535,798

Select Income (REIT)

456,300

12,662,325

Senior Housing Properties Trust (SBI)

1,562,300

35,714,178

Simon Property Group, Inc.

171,600

28,861,404

Stag Industrial, Inc.

321,769

7,349,204

Terreno Realty Corp.

1,484,064

27,751,997

Two Harbors Investment Corp.

1,721,280

17,608,694

Ventas, Inc.

1,025,546

65,122,171

Washington Prime Group, Inc. (a)

442,350

8,355,992

Washington REIT (SBI)

426,700

11,572,104

Weyerhaeuser Co. (f)

741,400

23,220,648

WP Carey, Inc.

597,900

39,299,967

 

1,245,246,265

Real Estate Management & Development - 0.7%

Brookfield Asset Management, Inc. Class A

257,600

11,491,415

Kennedy-Wilson Holdings, Inc.

664,021

15,538,091

 

27,029,506

TOTAL FINANCIALS

1,294,793,141

Common Stocks - continued

Shares

Value

MATERIALS - 0.2%

Paper & Forest Products - 0.2%

West Fraser Timber Co. Ltd.

231,400

$ 10,541,237

TOTAL COMMON STOCKS

(Cost $1,148,245,642)


1,312,262,699

Preferred Stocks - 17.6%

 

 

 

 

Convertible Preferred Stocks - 0.9%

FINANCIALS - 0.9%

Real Estate Investment Trusts - 0.9%

Alexandria Real Estate Equities, Inc. Series D 7.00%

195,000

5,313,750

Excel Trust, Inc. 7.00% (h)

248,200

6,515,250

Health Care REIT, Inc. Series I, 6.50%

46,800

2,737,800

Lexington Corporate Properties Trust Series C, 6.50%

396,880

18,712,892

Ramco-Gershenson Properties Trust (SBI) Series D, 7.25%

40,000

2,451,600

Weyerhaeuser Co. Series A, 6.375%

20,000

1,080,624

 

36,811,916

Nonconvertible Preferred Stocks - 16.7%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Red Lion Hotels Capital Trust 9.50%

143,030

3,727,362

FINANCIALS - 16.6%

Capital Markets - 0.1%

Arlington Asset Investment Corp. 6.625%

182,517

4,409,611

Real Estate Investment Trusts - 16.3%

AG Mortgage Investment Trust, Inc. 8.00%

461,387

11,082,516

Alexandria Real Estate Equities, Inc. Series E, 6.45%

145,913

3,687,222

American Capital Agency Corp.:

8.00%

200,000

5,170,000

Series B, 7.75%

360,200

8,785,278

American Capital Mortgage Investment Corp. Series A, 8.125%

248,636

6,243,250

American Home Mortgage Investment Corp.:

Series A, 9.375% (a)

120,300

12

Series B, 9.25% (a)

124,100

12

American Homes 4 Rent:

Series A, 5.00%

224,979

5,579,479

Series B, 5.00%

149,525

3,645,420

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

American Homes 4 Rent: - continued

Series C, 5.50%

485,000

$ 12,008,600

American Realty Capital Properties, Inc. Series F, 6.70%

300,409

6,984,509

Annaly Capital Management, Inc.:

Series A, 7.875%

134,900

3,419,715

Series C, 7.625%

162,837

3,974,851

Series D, 7.50%

310,731

7,497,939

Anworth Mortgage Asset Corp. Series A, 8.625%

309,630

7,836,735

Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%

375,101

9,876,409

Apollo Residential Mortgage, Inc. Series A, 8.00%

279,276

6,758,479

Arbor Realty Trust, Inc.:

7.375% (a)(g)

330,605

8,162,637

Series A, 8.25% (g)

189,089

4,727,225

Series B, 7.75% (g)

240,000

5,882,400

Series C, 8.50% (g)

100,000

2,525,000

Armour Residential REIT, Inc. Series B, 7.875%

153,654

3,727,646

Ashford Hospitality Trust, Inc.:

Series D, 8.45%

47,000

1,200,850

Series E, 9.00%

140,751

3,814,352

Boston Properties, Inc. 5.25%

10,915

256,503

Brandywine Realty Trust Series E, 6.90%

95,000

2,512,750

Campus Crest Communities, Inc. Series A, 8.00%

248,431

6,372,255

Capstead Mortgage Corp. Series E, 7.50%

202,984

4,885,622

CBL & Associates Properties, Inc.:

Series D, 7.375%

289,876

7,261,394

Series E, 6.625%

197,063

4,812,278

Cedar Shopping Centers, Inc. Series B, 7.25%

399,750

10,185,630

CenterPoint Properties Trust Series D, 5.377%

3,575

2,609,750

Chesapeake Lodging Trust Series A, 7.75%

266,916

6,985,192

Colony Financial, Inc.:

Series A, 8.50%

282,171

7,378,772

Series B, 7.50%

80,000

1,944,800

CommonWealth REIT:

7.50%

93,300

1,893,057

Series E, 7.25%

648,952

16,846,794

Coresite Realty Corp. Series A, 7.25%

369,799

9,481,646

Corporate Office Properties Trust Series L, 7.375%

161,840

4,212,695

CubeSmart Series A, 7.75%

40,000

1,065,200

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

CYS Investments, Inc.:

Series A, 7.75%

117,824

$ 2,880,797

Series B, 7.50%

446,667

10,527,941

DDR Corp.:

Series J, 6.50%

340,721

8,575,948

Series K, 6.25%

228,888

5,594,023

Digital Realty Trust, Inc.:

Series E, 7.00%

219,819

5,585,601

Series G, 5.875%

145,444

3,217,221

Series H, 7.375%

50,000

1,277,500

Duke Realty LP Series L, 6.60%

10,666

270,383

DuPont Fabros Technology, Inc. Series B, 7.625%

381,202

9,686,343

Dynex Capital, Inc.:

Series A, 8.50%

362,932

9,073,300

Series B, 7.625%

252,120

6,048,359

Equity Lifestyle Properties, Inc. Series C, 6.75%

950,148

24,504,317

Essex Property Trust, Inc. Series H, 7.125%

40,000

1,068,000

Excel Trust, Inc. Series B, 8.125%

400,000

10,428,000

First Potomac Realty Trust 7.75%

415,296

10,859,990

Five Oaks Investment Corp. Series A, 8.75%

100,000

2,517,000

General Growth Properties, Inc. Series A, 6.375%

166,463

4,028,405

Gladstone Commercial Corp. Series C, 7.125%

232,238

5,996,385

Glimcher Realty Trust:

6.875%

256,115

6,472,026

Series G, 8.125%

109,192

2,759,282

Series H, 7.50%

198,527

5,360,229

Hatteras Financial Corp. Series A, 7.625%

353,288

8,372,926

Health Care REIT, Inc. Series J, 6.50%

81,600

2,098,752

Hersha Hospitality Trust:

Series B, 8.00%

162,538

4,320,260

Series C, 6.875%

50,000

1,267,000

Hospitality Properties Trust Series D, 7.125%

40,800

1,039,584

Hudson Pacific Properties, Inc. 8.375%

394,069

10,442,829

Inland Real Estate Corp. Series A, 8.125%

423,500

11,032,175

Invesco Mortgage Capital, Inc. Series A, 7.75%

123,342

3,004,611

Investors Real Estate Trust Series B, 7.95%

126,572

3,319,984

iStar Financial, Inc.:

Series E, 7.875%

188,696

4,692,870

Series F, 7.80%

393,843

9,727,922

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Kilroy Realty Corp.:

Series G, 6.875%

46,760

$ 1,212,954

Series H, 6.375%

143,296

3,540,844

Kite Realty Group Trust 8.25%

96,100

2,499,561

LaSalle Hotel Properties:

Series H, 7.50%

141,308

3,710,748

Series I, 6.375%

354,698

8,828,433

LBA Realty Fund II:

Series A, 8.75% (a)

69,000

3,122,250

Series B, 7.625%

31,240

687,280

MFA Financial, Inc.:

8.00%

538,930

13,850,501

Series B, 7.50%

592,024

14,196,736

Monmouth Real Estate Investment Corp.:

Series A, 7.625%

80,000

2,042,400

Series B, 7.875%

95,000

2,493,750

National Retail Properties, Inc.:

5.70%

376,404

8,819,146

Series D, 6.625%

222,138

5,586,771

New York Mortgage Trust, Inc. Series B, 7.75%

171,101

4,055,094

NorthStar Realty Finance Corp.:

Series B, 8.25%

225,708

5,642,700

Series C, 8.875%

275,338

7,032,133

Series D, 8.50%

207,301

5,207,401

Series E, 8.75%

313,780

7,916,669

Pebblebrook Hotel Trust:

Series A, 7.875%

412,000

10,835,600

Series B, 8.00%

185,085

4,919,559

Series C, 6.50%

178,160

4,373,828

Pennsylvania (REIT) 7.375%

100,510

2,591,148

Prologis, Inc. Series Q, 8.54%

94,446

6,133,087

PS Business Parks, Inc.:

Series R, 6.875%

116,903

3,003,238

Series S, 6.45%

39,500

977,625

Series T, 6.00%

198,004

4,702,595

Series U, 5.75%

600

13,770

RAIT Financial Trust 7.625%

216,190

5,316,112

Regency Centers Corp.:

Series 6, 6.625%

87,261

2,260,060

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Regency Centers Corp.: - continued

Series 7, 6.00%

123,000

$ 2,955,690

Resource Capital Corp. 8.625%

117,847

2,873,110

Retail Properties America, Inc. 7.00%

394,411

9,907,604

Sabra Health Care REIT, Inc. Series A, 7.125%

298,123

7,763,123

Saul Centers, Inc.:

Series A, 8.00%

38,072

989,872

Series C, 6.875%

315,478

7,886,950

Senior Housing Properties Trust 5.625%

283,543

6,544,172

Stag Industrial, Inc.:

Series A, 9.00%

280,000

7,761,600

Series B, 6.625%

80,300

1,989,031

Strategic Hotel & Resorts, Inc. Series B, 8.25%

80,000

2,044,800

Summit Hotel Properties, Inc.:

Series A, 9.25%

138,340

3,804,350

Series B, 7.875%

190,173

4,954,007

Series C, 7.125%

153,212

3,851,750

Sun Communities, Inc. Series A, 7.125%

375,000

9,626,250

Sunstone Hotel Investors, Inc. Series D, 8.00%

129,723

3,458,415

Taubman Centers, Inc. Series K, 6.25%

96,120

2,354,940

Terreno Realty Corp. Series A, 7.75%

213,690

5,528,160

UMH Properties, Inc. Series A, 8.25%

600,000

15,840,000

Urstadt Biddle Properties, Inc. Series F, 7.125%

210,000

5,344,500

Vornado Realty LP 7.875%

54,682

1,392,204

Weingarten Realty Investors (SBI) Series F, 6.50%

49,813

1,255,786

Winthrop Realty Trust 7.75%

379,600

9,774,700

 

680,817,844

Real Estate Management & Development - 0.2%

Kennedy-Wilson, Inc. 7.75%

321,574

8,200,137

TOTAL FINANCIALS

693,427,592

TOTAL NONCONVERTIBLE PREFERRED STOCKS

697,154,954

TOTAL PREFERRED STOCKS

(Cost $716,293,737)


733,966,870

Corporate Bonds - 20.9%

 

Principal
Amount (e)

Value

Convertible Bonds - 3.6%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Morgans Hotel Group Co. 2.375% 10/15/14

$ 4,510,000

$ 4,476,175

FINANCIALS - 3.5%

Consumer Finance - 0.0%

Zais Financial Partners LP 8% 11/15/16 (h)

2,000,000

2,062,714

Diversified Financial Services - 0.6%

IAS Operating Partnership LP 5% 3/15/18 (h)

25,380,000

24,877,578

Real Estate Investment Trusts - 2.8%

Annaly Capital Management, Inc. 5% 5/15/15

31,396,000

31,906,185

Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19

3,980,000

4,223,974

Ares Commercial Real Estate Corp. 7% 12/15/15

14,700,000

15,214,500

Blackstone Mortgage Trust, Inc. 5.25% 12/1/18

5,750,000

6,156,525

Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (h)

9,000,000

8,797,500

Colony Financial, Inc.:

3.875% 1/15/21

9,910,000

10,052,456

5% 4/15/23

9,000,000

9,364,500

PennyMac Corp. 5.375% 5/1/20

6,000,000

5,950,476

RAIT Financial Trust 4% 10/1/33

11,000,000

10,518,750

Redwood Trust, Inc. 4.625% 4/15/18

8,500,000

8,755,000

Spirit Realty Capital, Inc. 3.75% 5/15/21

4,800,000

4,854,000

 

115,793,866

Real Estate Management & Development - 0.1%

Forest City Enterprises, Inc. 3.625% 8/15/20

2,000,000

2,090,000

Grubb & Ellis Co. 7.95% 5/1/15 (d)(h)

5,500,000

1

 

2,090,001

TOTAL FINANCIALS

144,824,159

TOTAL CONVERTIBLE BONDS

149,300,334

Nonconvertible Bonds - 17.3%

CONSUMER DISCRETIONARY - 5.3%

Hotels, Restaurants & Leisure - 0.7%

FelCor Lodging LP:

5.625% 3/1/23

2,000,000

2,000,000

6.75% 6/1/19

5,875,000

6,139,375

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (h)

$ 4,000,000

$ 4,190,000

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (h)

4,500,000

4,612,500

Playa Resorts Holding BV 8% 8/15/20 (h)

1,230,000

1,297,650

RHP Hotel Properties LP/RHP Finance Co. 5% 4/15/21

2,000,000

1,985,000

Times Square Hotel Trust 8.528% 8/1/26 (h)

8,328,905

10,443,093

 

30,667,618

Household Durables - 4.6%

Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (h)

10,500,000

10,237,500

Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (h)

1,000,000

1,025,000

Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)

1,615,000

1,693,731

D.R. Horton, Inc.:

4.375% 9/15/22

4,175,000

4,112,375

4.75% 5/15/17

2,000,000

2,095,000

5.75% 8/15/23

2,510,000

2,648,050

KB Home:

8% 3/15/20

8,465,000

9,586,613

9.1% 9/15/17

4,985,000

5,782,600

Lennar Corp.:

4.125% 12/1/18

5,520,000

5,547,600

4.5% 6/15/19

1,830,000

1,830,000

5.6% 5/31/15

6,000,000

6,186,300

6.5% 4/15/16

4,000,000

4,250,000

6.95% 6/1/18

14,280,000

15,904,350

M/I Homes, Inc. 8.625% 11/15/18

26,055,000

27,390,319

Meritage Homes Corp.:

7% 4/1/22

7,525,000

8,221,063

7.15% 4/15/20

7,060,000

7,783,650

Ryland Group, Inc.:

6.625% 5/1/20

1,555,000

1,663,850

8.4% 5/15/17

5,420,000

6,233,000

Standard Pacific Corp.:

7% 8/15/15

4,000,000

4,170,000

8.375% 5/15/18

28,983,000

33,257,993

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Standard Pacific Corp.: - continued

10.75% 9/15/16

$ 8,415,000

$ 9,761,400

Toll Brothers Finance Corp. 5.875% 2/15/22

1,550,000

1,662,375

WCI Communities, Inc. 6.875% 8/15/21 (h)

1,845,000

1,891,125

William Lyon Homes, Inc.:

7% 8/15/22 (h)(i)

2,505,000

2,505,000

8.5% 11/15/20

15,550,000

17,143,875

 

192,582,769

TOTAL CONSUMER DISCRETIONARY

223,250,387

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20

759,804

852,880

FINANCIALS - 11.1%

Diversified Financial Services - 0.4%

Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (h)

4,755,000

5,087,850

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

5.875% 2/1/22

3,680,000

3,751,300

6% 8/1/20

6,000,000

6,255,000

 

15,094,150

Real Estate Investment Trusts - 7.4%

American Campus Communities Operating Partnership LP 4.125% 7/1/24

2,000,000

2,006,580

American Tower Corp. 3.4% 2/15/19

1,000,000

1,036,709

Camden Property Trust 5% 6/15/15

1,100,000

1,141,236

CBL & Associates LP 5.25% 12/1/23

1,000,000

1,065,829

Commercial Net Lease Realty, Inc. 6.15% 12/15/15

2,526,000

2,700,178

Crown Castle International Corp. 5.25% 1/15/23

4,000,000

4,040,000

CTR Partnership LP / CareTrust Capital Corp. 5.875% 6/1/21 (h)

2,300,000

2,305,750

CubeSmart LP 4.8% 7/15/22

2,000,000

2,137,444

DDR Corp.:

5.5% 5/1/15

4,000,000

4,134,580

7.5% 4/1/17

6,000,000

6,878,238

7.5% 7/15/18

8,756,000

10,375,028

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

DDR Corp.: - continued

7.875% 9/1/20

$ 4,637,000

$ 5,824,128

9.625% 3/15/16

3,836,000

4,356,265

DuPont Fabros Technology LP 5.875% 9/15/21

1,000,000

1,020,000

Equity One, Inc.:

5.375% 10/15/15

3,500,000

3,677,632

6.25% 1/15/17

3,000,000

3,312,594

Equity Residential 5.125% 3/15/16

7,201,000

7,694,859

HCP, Inc. 3.75% 2/1/16

10,000,000

10,430,250

Health Care Property Investors, Inc.:

5.625% 5/1/17

2,980,000

3,309,528

6% 3/1/15

1,000,000

1,030,515

6% 1/30/17

2,383,000

2,650,163

7.072% 6/8/15

1,500,000

1,579,319

Health Care REIT, Inc.:

3.625% 3/15/16

14,685,000

15,309,994

4.125% 4/1/19

2,000,000

2,150,084

6.2% 6/1/16

2,750,000

3,002,469

Healthcare Realty Trust, Inc.:

3.75% 4/15/23

4,022,000

3,924,535

5.75% 1/15/21

3,095,000

3,494,862

6.5% 1/17/17

2,875,000

3,207,048

Highwoods/Forsyth LP:

3.625% 1/15/23

1,607,000

1,580,740

5.85% 3/15/17

2,800,000

3,097,450

Hospitality Properties Trust:

5% 8/15/22

3,177,000

3,351,433

5.625% 3/15/17

915,000

996,299

HRPT Properties Trust:

5.75% 11/1/15

4,826,000

4,968,541

6.25% 8/15/16

9,675,000

10,297,228

6.25% 6/15/17

1,055,000

1,127,346

6.65% 1/15/18

4,246,000

4,616,816

iStar Financial, Inc.:

3.875% 7/1/16

2,855,000

2,876,413

4% 11/1/17

15,000,000

14,775,000

5% 7/1/19

15,000,000

14,775,000

5.85% 3/15/17

3,587,000

3,766,350

5.875% 3/15/16

27,070,000

28,423,500

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

iStar Financial, Inc.: - continued

6.05% 4/15/15

$ 14,630,000

$ 14,959,175

7.125% 2/15/18

5,725,000

6,183,000

9% 6/1/17

9,175,000

10,390,688

MPT Operating Partnership LP/MPT Finance Corp.:

6.375% 2/15/22

3,610,000

3,844,650

6.875% 5/1/21

2,000,000

2,150,000

National Retail Properties, Inc. 3.3% 4/15/23

2,000,000

1,931,756

Nationwide Health Properties, Inc. 6% 5/20/15

5,670,000

5,902,805

Omega Healthcare Investors, Inc.:

4.95% 4/1/24 (h)

2,898,000

2,979,144

6.75% 10/15/22

2,115,000

2,273,625

7.5% 2/15/20

1,000,000

1,063,750

Potlatch Corp. 7.5% 11/1/19

1,000,000

1,160,000

Prologis LP 7.625% 7/1/17

4,690,000

5,237,229

Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20

2,000,000

2,389,382

Senior Housing Properties Trust:

3.25% 5/1/19

2,882,000

2,911,846

4.3% 1/15/16

5,000,000

5,165,360

4.75% 5/1/24

3,988,000

4,062,923

6.75% 4/15/20

13,624,000

15,635,202

6.75% 12/15/21

8,000,000

9,316,872

United Dominion Realty Trust, Inc.:

5.25% 1/15/15

1,000,000

1,020,666

5.25% 1/15/16

4,000,000

4,236,568

 

311,262,574

Real Estate Management & Development - 3.2%

BioMed Realty LP 3.85% 4/15/16

2,000,000

2,089,560

Brandywine Operating Partnership LP 7.5% 5/15/15

1,000,000

1,049,968

CBRE Group, Inc.:

5% 3/15/23

6,020,000

5,989,900

6.625% 10/15/20

1,205,000

1,263,744

Corporate Office Properties LP 3.6% 5/15/23

5,000,000

4,783,790

ERP Operating LP 5.25% 9/15/14

4,815,000

4,839,759

Excel Trust LP 4.625% 5/15/24

2,403,000

2,447,780

Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (h)

10,515,000

10,935,600

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Management & Development - continued

Host Hotels & Resorts LP 5.25% 3/15/22

$ 2,000,000

$ 2,210,924

Howard Hughes Corp. 6.875% 10/1/21 (h)

9,715,000

10,225,038

Hunt Companies, Inc. 9.625% 3/1/21 (h)

4,100,000

4,305,000

Kennedy-Wilson, Inc.:

5.875% 4/1/24

2,610,000

2,616,525

8.75% 4/1/19

20,410,000

21,864,213

Mid-America Apartments LP:

3.75% 6/15/24

1,663,000

1,640,892

6.05% 9/1/16

2,500,000

2,725,500

Realogy Corp. 7.875% 2/15/19 (h)

7,085,000

7,474,675

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (h)

4,805,000

4,660,850

Regency Centers LP:

5.25% 8/1/15

4,509,000

4,707,265

5.875% 6/15/17

400,000

447,284

Taylor Morrison Communities, Inc./Monarch Communities, Inc.:

5.25% 4/15/21 (h)

2,000,000

1,970,000

5.625% 3/1/24 (h)

2,270,000

2,224,600

Ventas Realty LP 1.55% 9/26/16

7,000,000

7,058,863

Ventas Realty LP/Ventas Capital Corp.:

2.7% 4/1/20

3,000,000

2,963,976

3.125% 11/30/15

13,807,000

14,222,563

4% 4/30/19

2,262,000

2,420,869

Wells Operating Partnership II LP 5.875% 4/1/18

3,000,000

3,138,420

Weyerhaeuser Real Estate Co. 5.875% 6/15/24 (h)

1,890,000

1,918,350

 

132,195,908

Thrifts & Mortgage Finance - 0.1%

Ocwen Financial Corp. 6.625% 5/15/19 (h)

4,005,000

4,095,113

Wrightwood Capital LLC 1.9% 4/20/20 (d)

110,410

500,156

 

4,595,269

TOTAL FINANCIALS

463,147,901

Corporate Bonds - continued

 

Principal
Amount (e)

Value

Nonconvertible Bonds - continued

HEALTH CARE - 0.6%

Health Care Equipment & Supplies - 0.3%

Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:

6% 10/15/21

$ 1,370,000

$ 1,438,500

7.75% 2/15/19

10,410,000

10,930,500

 

12,369,000

Health Care Providers & Services - 0.3%

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

2,795,000

2,788,013

5.5% 2/1/21

9,070,000

9,296,750

 

12,084,763

TOTAL HEALTH CARE

24,453,763

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.1%

Iron Mountain, Inc. 5.75% 8/15/24

4,235,000

4,235,000

Industrial Conglomerates - 0.1%

Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17

3,050,000

3,255,875

TOTAL INDUSTRIALS

7,490,875

INFORMATION TECHNOLOGY - 0.1%

Internet Software & Services - 0.1%

CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22

3,000,000

3,165,000

TOTAL NONCONVERTIBLE BONDS

722,360,806

TOTAL CORPORATE BONDS

(Cost $832,223,479)


871,661,140

Asset-Backed Securities - 2.2%

 

Capital Trust RE CDO Ltd.:

Series 2005-1A Class D, 1.6562% 3/20/50 (h)(j)

2,250,000

95,625

Series 2005-3A Class A2, 5.16% 6/25/35 (h)

12,158

11,915

CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4836% 1/20/37 (h)(j)

81,455

79,826

Asset-Backed Securities - continued

 

Principal
Amount (e)

Value

CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (h)

$ 910,893

$ 901,784

CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4821% 4/7/52 (h)(j)

686,542

665,946

Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 (j)

500,000

432,715

Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (h)

573,683

389,875

Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (h)

346,972

348,533

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

7,913,633

7,729,380

Fairfield Street Solar Corp. Series 2004-1A Class E1, 3.5944% 11/28/39 (h)(j)

609,640

61

Green Tree Financial Corp.:

Series 1996-4 Class M1, 7.75% 6/15/27

1,788,179

1,774,707

Series 1997-3 Class M1, 7.53% 3/15/28

6,996,415

6,027,164

GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 3.905% 6/25/35 (j)(m)

212,276

4,647

Guggenheim Structured Real Estate Funding Ltd./Guggenheim Structured Real Estate Funding LLC Series 2005-2A:

Class D, 1.705% 8/26/30 (h)(j)

89,648

88,527

Class E, 2.155% 8/26/30 (h)(j)

1,420,000

972,700

HLSS Servicer Advance Receivables Backed Notes Series 2013-T2 Class D2, 2.388% 5/16/44 (h)

3,000,000

2,998,195

Invitation Homes Trust Series 2014-SFR1 Class E, 3.4062% 6/17/31 (h)(j)

10,000,000

9,999,935

Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40

1,012,616

494,533

Merit Securities Corp. Series 13 Class M1, 7.688% 12/28/33 (j)

1,923,000

2,043,059

Mesa West Capital CDO Ltd. Series 2007-1A:

Class A1, 0.415% 2/25/47 (h)(j)

1,617,882

1,601,703

Class A2, 0.445% 2/25/47 (h)(j)

21,240,000

20,655,900

N-Star Real Estate CDO Ltd. Series 1A Class C1B, 7.696% 8/28/38 (h)

899,989

917,989

Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.8729% 2/5/36 (h)(j)

3,803,196

380

Wachovia Ltd./Wachovia LLC:

Series 2006-1 Class 1ML, 5.7326% 9/25/26 (h)(j)

2,000,000

1,400,000

Series 2006-1A:

Class B, 0.5926% 9/25/26 (h)(j)

2,240,259

2,199,934

Class C, 0.7626% 9/25/26 (h)(j)

7,030,000

6,868,310

Asset-Backed Securities - continued

 

Principal
Amount (e)

Value

Wachovia Ltd./Wachovia LLC: - continued

Series 2006-1A:

Class D, 0.8626% 9/25/26 (h)(j)

$ 2,080,000

$ 1,977,040

Class E, 0.9626% 9/25/26 (h)(j)

2,780,000

2,621,540

Class F, 1.3826% 9/25/26 (h)(j)

3,483,000

3,230,483

Class G, 1.5826% 9/25/26 (h)(j)

1,599,000

1,475,877

Class H, 1.8826% 9/25/26 (h)(j)

1,535,000

1,412,968

Class J, 2.9826% 9/25/26 (h)(j)

1,500,000

1,392,000

Class K, 3.4826% 9/25/26 (h)(j)

2,475,000

2,229,975

Class L, 4.2326% 9/25/26 (h)(j)

1,500,000

1,370,250

Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:

Class A1, 0.547% 11/21/40 (h)(j)

6,037,856

5,705,774

Class F, 2.177% 11/21/40 (h)(j)

250,000

29,275

TOTAL ASSET-BACKED SECURITIES

(Cost $93,851,617)


90,148,525

Collateralized Mortgage Obligations - 0.3%

 

Private Sponsor - 0.3%

Countrywide Home Loans, Inc.:

Series 2002-38 Class B3, 5% 2/25/18 (h)

41,113

173

Series 2002-R2 Class 2B3, 3.664% 7/25/33 (h)(j)

181,238

53,428

Series 2003-R3 Class B2, 5.5% 11/25/33 (h)

1,086,466

131,471

Series 2004-R1 Class 1B3, 5.0042% 11/25/34 (h)(j)

38,272

2,747

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.5329% 12/25/46 (h)(j)

4,500,000

4,975,830

Series 2010-K7 Class B, 5.618% 4/25/20 (h)(j)

3,200,000

3,574,253

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)

1,388,624

1,453,435

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.1025% 7/10/35 (h)(j)

155,567

172,384

Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (h)

15,441

13,851

RESIX Finance Ltd. floater:

Series 2003-D Class B8, 6.6525% 12/10/35 (h)(j)

169,695

40,277

Series 2004-A Class B7, 4.4025% 2/10/36 (h)(j)

178,210

48,248

Series 2004-B Class B7, 4.1525% 2/10/36 (h)(j)

224,769

82,416

TOTAL PRIVATE SPONSOR

10,548,513

Collateralized Mortgage Obligations - continued

 

Principal
Amount (e)

Value

U.S. Government Agency - 0.0%

Fannie Mae REMIC Trust:

Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (m)

$ 113,309

$ 37,591

Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.1641% 2/25/42 (h)(j)

85,297

47,472

Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.5664% 12/25/42 (j)(m)

184,544

30,990

Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.095% 6/25/43 (h)(j)

125,783

52,539

Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.0288% 10/25/42 (h)(j)

51,657

26,741

TOTAL U.S. GOVERNMENT AGENCY

195,333

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $10,579,057)


10,743,846

Commercial Mortgage Securities - 13.0%

 

ACGS Series 2004-1 Class P, 7.4605% 8/1/19 (m)

1,607,561

1,595,253

Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)

2,000,000

2,278,707

Banc of America Commercial Mortgage Trust:

Series 2005-1 Class CJ, 5.4665% 11/10/42 (j)

3,580,000

3,660,768

Series 2005-5 Class D, 5.3884% 10/10/45 (j)

4,000,000

4,046,484

Series 2005-6 Class AJ, 5.3495% 9/10/47 (j)

5,000,000

5,242,815

Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.152% 3/15/22 (h)(j)

760,684

670,139

Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.652% 8/15/17 (h)(j)

4,900,000

4,908,330

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.6047% 3/11/39 (j)

5,700,000

5,877,419

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.7569% 4/12/38 (h)(j)

2,520,000

2,677,709

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.902% 8/15/26 (h)(j)

2,500,000

2,502,910

CGBAM Commercial Mortgage Trust floater Series 2014-HD Class E, 3.1518% 2/15/31 (h)(j)

5,769,000

5,776,904

Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.277% 9/10/46 (h)(j)

2,750,000

2,736,311

COMM Mortgage Trust:

sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)

4,300,000

3,445,349

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

COMM Mortgage Trust: - continued

Series 2012-CR5 Class D, 4.4798% 12/10/45 (h)(j)

$ 2,000,000

$ 2,000,636

Series 2013-CR10 Class D, 4.958% 8/10/46 (h)(j)

2,000,000

1,956,635

Series 2013-CR12 Class D, 5.2553% 10/10/46 (h)(j)

3,000,000

2,952,387

Series 2013-CR9 Class D, 4.4022% 7/10/45 (h)(j)

4,255,000

3,991,662

Series 2013-LC6 Class D, 4.4319% 1/10/46 (h)(j)

3,870,000

3,677,173

Series 2014-UBS2 Class D, 5.1831% 3/10/47 (h)(j)

3,713,000

3,559,040

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)

2,646,159

2,558,931

Commercial Mortgage Trust pass-thru certificates:

Series 2005-C6 Class AJ, 5.209% 6/10/44 (j)

5,000,000

5,175,945

Series 2012-CR1:

Class C, 5.5464% 5/15/45 (j)

1,000,000

1,105,871

Class D, 5.5464% 5/15/45 (h)(j)

5,550,000

5,676,374

Series 2012-CR2:

Class D, 5.0196% 8/15/45 (h)(j)

4,500,000

4,670,199

Class E, 5.0196% 8/15/45 (h)(j)

6,000,000

5,986,944

Series 2012-LC4:

Class C, 5.8228% 12/10/44 (j)

2,000,000

2,235,678

Class D, 5.8228% 12/10/44 (h)(j)

8,000,000

8,410,016

Credit Suisse First Boston Mortgage Securities Corp.:

Series 1998-C1 Class F, 6% 5/17/40 (h)

1,530,094

1,669,010

Series 1998-C2 Class F, 6.75% 11/15/30 (h)

2,149,220

2,223,860

DBUBS Mortgage Trust Series 2011-LC1A:

Class E, 5.7302% 11/10/46 (h)(j)

12,490,000

13,439,265

Class G, 4.652% 11/10/46 (h)

9,843,000

8,454,793

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31

51,442

51,391

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)

500,000

510,914

Freddie Mac:

pass-thru certificates:

Series K011 Class X3, 2.6622% 12/25/43 (j)(k)

12,206,096

1,735,585

Series K012 Class X3, 2.366% 1/25/41 (j)(k)

21,072,886

2,683,801

Series K013 Class X3, 2.8852% 1/25/43 (j)(k)

14,360,000

2,250,959

Series KAIV Class X2, 3.6147% 6/25/46 (j)(k)

7,430,000

1,445,962

G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (h)

10,247

10,247

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C2 Class G, 6.75% 4/15/29 (j)

716,241

776,204

Series 2000-C1 Class K, 7% 3/15/33

16,103

16,280

GP Portfolio Trust Series 2014-GPP Class E, 4.002% 2/15/27 (h)(j)

2,823,000

2,825,965

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

Greenwich Capital Commercial Funding Corp. Series 2006-GG7 Class A4, 6.0146% 7/10/38 (j)

$ 7,954,707

$ 8,516,715

GS Mortgage Securities Corp. II Series 2010-C1:

Class D, 6.169% 8/10/43 (h)(j)

4,000,000

4,438,020

Class E, 4% 8/10/43 (h)

3,770,000

3,362,169

GS Mortgage Securities Trust:

Series 2010-C2 Class D, 5.3978% 12/10/43 (h)(j)

3,000,000

3,132,480

Series 2011-GC5:

Class C, 5.4738% 8/10/44 (h)(j)

9,000,000

9,939,294

Class D, 5.4738% 8/10/44 (h)(j)

4,000,000

4,192,568

Class E, 5.4738% 8/10/44 (h)(j)

4,049,000

3,825,924

Series 2012-GC6 Class C, 5.8259% 1/10/45 (h)(j)

3,600,000

4,029,503

Series 2012-GCJ7:

Class C, 5.9067% 5/10/45 (j)

6,500,000

7,266,509

Class D, 5.9067% 5/10/45 (h)(j)

3,000,000

3,173,227

Class E, 5% 5/10/45 (h)

6,920,000

6,344,347

Series 2012-GCJ9 Class D, 4.858% 11/10/45 (h)(j)

2,000,000

1,998,964

Series 2013-GC16 Class D, 5.323% 11/10/46 (h)(j)

3,250,000

3,296,098

Hilton U.S.A. Trust:

floater Series 2014-ORL Class E, 3.5534% 7/15/29 (h)(j)

4,000,000

4,003,809

Series 2013-HLT Class EFX, 5.6086% 11/5/30 (h)(j)

3,000,000

3,087,078

Invitation Homes Trust floater Series 2013-SFR1:

Class E, 2.9% 12/17/30 (h)(j)

1,500,000

1,470,293

Class F, 3.9% 12/17/30 (h)(j)

1,750,000

1,730,195

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2003-C1 Class F, 6.1573% 1/12/37 (h)(j)

1,000,000

1,009,209

Series 2009-IWST:

Class C, 7.6935% 12/5/27 (h)(j)

3,000,000

3,682,794

Class D, 7.6935% 12/5/27 (h)(j)

9,550,000

11,648,374

Series 2010-CNTM Class MZ, 8.5% 8/5/20 (h)

9,000,000

9,389,840

Series 2010-CNTR:

Class D, 6.3899% 8/5/32 (h)(j)

4,500,000

5,104,256

Class XB, 1.1366% 8/5/32 (h)(j)(k)

32,655,000

1,341,921

Series 2012-CBX Class C, 5.358% 6/15/45 (j)

4,530,000

4,947,000

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2013-JWMZ Class M, 6.152% 4/15/18 (h)(j)

2,143,851

2,157,968

Series 2013-JWRZ Class E, 3.892% 4/15/30 (h)(j)

3,400,000

3,393,597

Series 2014-FBLU Class E, 3.6518% 12/15/28 (h)(j)

2,000,000

2,000,802

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

floater:

Series 2014-INN:

Class E, 3.751% 6/15/29 (h)(j)

$ 6,593,000

$ 6,597,068

Class F, 4.152% 6/15/29 (h)(j)

6,593,000

6,599,179

Series 2005-LDP5 Class AJ, 5.5262% 12/15/44 (j)

3,470,000

3,618,426

Series 2011-C4 Class F, 3.873% 7/15/46 (h)

1,400,000

1,271,725

Series 2011-C5 Class C, 5.5023% 8/15/46 (h)(j)

6,525,375

7,267,878

Series 2013-LC11 Class D, 4.383% 4/15/46 (j)

3,750,000

3,521,536

JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8 Class H, 6% 7/15/31 (h)

1,393,719

1,280,411

LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (h)

116,194

116,431

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C3 Class AJ, 4.843% 7/15/40

6,620,000

6,779,933

Series 2005-C7 Class AJ, 5.323% 11/15/40 (j)

8,000,000

8,349,352

Series 2006-C7 Class AM, 5.378% 11/15/38

2,040,000

2,198,657

Series 2004-C7 Class E, 4.918% 10/15/36

5,120,000

5,153,408

Series 2005-C1 Class E, 4.924% 2/15/40

4,000,000

4,033,100

Series 2006-C4:

Class A4, 6.0294% 6/15/38 (j)

4,841,683

5,200,742

Class AJ, 6.0494% 6/15/38 (j)

7,005,000

7,430,533

Class AM, 6.0494% 6/15/38 (j)

6,700,000

7,234,218

LSTAR Commercial Mortgage Trust:

Series 2011-1:

Class B, 5.3288% 6/25/43 (h)(j)

3,548,171

3,555,950

Class D, 5.3288% 6/25/43 (h)(j)

4,699,000

4,745,468

Series 2014-2:

Class D, 5.319% 1/20/41 (h)(j)

3,000,000

2,849,709

Class E, 5.319% 1/20/41 (h)(j)

4,800,000

3,957,715

Mach One Trust LLC Series 2004-1A Class H, 6.2679% 5/28/40 (h)(j)

2,840,000

2,918,100

Merrill Lynch Financial Asset, Inc. Series 2005-CA16:

Class F, 4.384% 7/12/37

CAD

710,000

636,044

Class G, 4.384% 7/12/37

CAD

355,000

315,222

Class H, 4.384% 7/12/37

CAD

236,000

207,720

Class J, 4.384% 7/12/37

CAD

355,000

309,736

Class K, 4.384% 7/12/37

CAD

355,000

307,048

Class L, 4.384% 7/12/37

CAD

236,000

202,359

Class M, 4.384% 7/12/37

CAD

995,000

809,979

Merrill Lynch Mortgage Investors Trust Series 1999-C1 Class G, 6.71% 11/15/31 (h)

401,475

289,062

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.8624% 5/12/39 (j)

$ 1,200,000

$ 1,283,813

Mezz Capital Commercial Mortgage Trust:

sequential payer:

Series 2004-C1 Class A, 4.836% 1/15/37 (h)

59,543

59,543

Series 2004-C2 Class A, 5.318% 10/15/40 (h)

4,709,155

4,709,155

Series 2004-C1 Class IO, 8.9139% 1/15/37 (h)(j)(k)

436,614

13,317

Morgan Stanley BAML Trust:

Series 2012-C6 Class D, 4.8181% 11/15/45 (h)(j)

2,000,000

2,041,958

Series 2013-C12 Class D, 4.935% 10/15/46 (h)

3,250,000

3,158,717

Series 2013-C13 Class D, 5.0592% 11/15/46 (h)(j)

3,100,000

3,027,383

Series 2013-C7 Class E, 4.4423% 2/15/46 (h)(j)

1,000,000

874,622

Series 2013-C9 Class D, 4.2984% 5/15/46 (h)(j)

5,000,000

4,676,130

Morgan Stanley Capital I Trust:

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

8,200,000

8,866,619

Series 2012-C4 Class E, 5.7094% 3/15/45 (h)(j)

5,630,000

5,791,632

Series 1997-RR Class F, 7.4306% 4/30/39 (h)(j)

869,355

919,343

Series 1998-CF1 Class G, 7.35% 7/15/32 (h)

2,639,941

2,147,478

Series 2005-HQ5 Class B, 5.272% 1/14/42

2,000,000

2,034,836

Series 2005-HQ6 Class AJ, 5.073% 8/13/42 (j)

2,500,000

2,577,703

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

7,500,000

8,090,333

Series 2011-C1 Class C, 5.4187% 9/15/47 (h)(j)

4,000,000

4,427,369

Series 2011-C2:

Class D, 5.4817% 6/15/44 (h)(j)

4,610,000

4,990,459

Class E, 5.4817% 6/15/44 (h)(j)

9,600,000

10,101,341

Class F, 5.4817% 6/15/44 (h)(j)

4,440,000

4,216,291

Class XB, 0.534% 6/15/44 (h)(j)(k)

63,708,222

1,791,029

Series 2011-C3:

Class C, 5.3556% 7/15/49 (h)(j)

2,000,000

2,184,086

Class D, 5.3556% 7/15/49 (h)(j)

7,400,000

7,862,056

Series 2012-C4 Class D, 5.7094% 3/15/45 (h)(j)

6,310,000

6,797,296

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)

4,240,047

5,447,612

RBSCF Trust Series 2010-MB1 Class D, 4.9832% 4/15/24 (h)(j)

9,049,000

9,205,756

SCG Trust Series 2013-SRP1 Class D, 3.4955% 11/15/26 (h)(j)

1,000,000

972,044

TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5645% 8/15/39 (j)

2,080,000

2,189,859

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)

10,630,000

11,253,120

Commercial Mortgage Securities - continued

 

Principal
Amount (e)

Value

UBS Commercial Mortgage Trust:

Series 2007-FL1 Class F, 0.727% 7/15/24 (h)(j)

$ 1,200,000

$ 1,199,038

Series 2012-C1 Class D, 5.7194% 5/10/45 (h)(j)

2,000,000

2,081,394

UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49

2,643,138

2,622,908

UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 6.0705% 1/10/45 (h)(j)

3,000,000

3,477,570

Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)

2,540,000

2,932,115

Wachovia Bank Commercial Mortgage Trust:

Series 2004-C10 Class E, 4.931% 2/15/41

1,716,408

1,717,802

Series 2004-C11:

Class D, 5.5428% 1/15/41 (j)

5,177,000

5,474,186

Class E, 5.5928% 1/15/41 (j)

3,785,000

3,996,351

Series 2004-C12 Class D, 5.6311% 7/15/41 (j)

1,364,882

1,368,222

Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.9376% 10/15/45 (h)(j)

9,999,000

9,932,877

WF-RBS Commercial Mortgage Trust:

Series 2011-C3:

Class C, 5.335% 3/15/44 (h)

4,900,000

5,374,271

Class D, 5.723% 3/15/44 (h)(j)

1,000,000

1,060,813

Class E, 5% 3/15/44 (h)

3,000,000

2,799,111

Series 2011-C5 Class F, 5.25% 11/15/44 (h)(j)

3,000,000

2,792,028

Series 2012-C10 Class E, 4.6077% 12/15/45 (h)(j)

4,090,000

3,546,050

Series 2012-C7:

Class D, 5.0019% 6/15/45 (h)(j)

2,380,000

2,477,927

Class F, 4.5% 6/15/45 (h)

2,000,000

1,750,684

Series 2013-C11:

Class D, 4.3224% 3/15/45 (h)(j)

5,830,000

5,505,759

Class E, 4.3224% 3/15/45 (h)(j)

4,780,000

4,065,256

Series 2013-C13 Class D, 4.2791% 5/15/45 (h)(j)

4,000,000

3,722,676

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $491,817,896)


543,318,426

Bank Loan Obligations - 7.8%

 

CONSUMER DISCRETIONARY - 2.8%

Hotels, Restaurants & Leisure - 2.4%

BRE Select Hotels Corp. 5.892% 5/9/18 (j)

12,102,193

12,102,193

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (j)

11,442,500

11,413,894

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (j)

$ 9,290,000

$ 9,290,000

Cedar Fair LP Tranche B, term loan 3.25% 3/6/20 (j)

2,760,267

2,763,718

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (j)

1,632,130

1,628,050

Cooper Hotel Group 12% 11/6/17

13,277,241

13,941,103

Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (j)

510,000

512,550

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (j)

28,862,492

28,718,179

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (j)

8,181,000

8,099,190

Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (j)

6,982,412

7,008,596

Ryman Hospitality Properties, Inc. Tranche B, term loan 3.75% 1/15/21 (j)

2,290,000

2,301,450

 

97,778,923

Media - 0.2%

CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (j)

8,295,000

8,232,788

Multiline Retail - 0.1%

JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (j)

3,499,650

3,531,532

Specialty Retail - 0.1%

The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (j)

5,274,675

5,281,268

TOTAL CONSUMER DISCRETIONARY

114,824,511

CONSUMER STAPLES - 0.1%

Food & Staples Retailing - 0.1%

Albertson's LLC Tranche B 2LN, term loan 4.75% 3/21/19 (j)

5,123,347

5,116,943

ENERGY - 0.4%

Oil, Gas & Consumable Fuels - 0.4%

Panda Sherman Power, LLC term loan 9% 9/14/18 (j)

7,200,000

7,344,000

Panda Temple Power, LLC term loan 7.25% 4/3/19 (j)

8,580,000

8,794,500

 

16,138,500

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

FINANCIALS - 2.3%

Diversified Financial Services - 0.9%

Blackstone 9.98% 10/1/17

$ 17,203,421

$ 17,547,489

Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (j)

7,380,609

7,256,098

Pilot Travel Centers LLC:

Tranche B 2LN, term loan 4.25% 8/7/19 (j)

7,117,435

7,144,481

Tranche B, term loan 3.75% 3/30/18 (j)

6,566,411

6,549,995

 

38,498,063

Real Estate Investment Trusts - 0.2%

Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (j)

8,933,487

8,899,986

Real Estate Management & Development - 1.1%

CBRE Group, Inc. Tranche B, term loan 2.9015% 3/28/21 (j)

4,468,437

4,446,095

CityCenter 8.74% 7/10/15 (j)

3,307,347

3,307,347

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (j)

647,237

646,428

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (j)

38,799,180

38,411,188

 

46,811,058

Thrifts & Mortgage Finance - 0.1%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (j)

1,942,912

1,942,912

TOTAL FINANCIALS

96,152,019

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Community Health Systems, Inc.:

Tranche D, term loan 4.25% 1/27/21 (j)

2,100,608

2,105,860

Tranche E, term loan 3.4776% 1/25/17 (j)

788,123

789,108

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (j)

11,310,000

11,437,238

Skilled Healthcare Group, Inc. term loan 7% 4/9/16 (j)

7,040,067

7,022,467

 

21,354,673

INDUSTRIALS - 0.4%

Commercial Services & Supplies - 0.1%

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (j)

3,990,000

3,950,100

Bank Loan Obligations - continued

 

Principal
Amount (e)

Value

INDUSTRIALS - continued

Construction & Engineering - 0.3%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (j)

$ 11,686,667

$ 11,672,059

TOTAL INDUSTRIALS

15,622,159

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

Crown Castle Operating Co.:

Tranche A, term loan 1.905% 1/31/19 (j)

4,553,273

4,519,123

Tranche B 2LN, term loan 3% 1/31/21 (j)

9,121,019

9,121,019

SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (j)

11,565,000

11,420,438

 

25,060,580

UTILITIES - 0.7%

Electric Utilities - 0.4%

Bayonne Energy Center, LLC Tranche B, term loan 6/30/21 (l)

1,555,000

1,564,719

EquiPower Resources Holdings LLC:

Tranche B 1LN, term loan 4.25% 12/21/18 (j)

4,974,619

4,987,056

Tranche C, term loan 4.25% 12/31/19 (j)

1,148,814

1,151,686

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (j)

3,397,816

3,414,806

La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (j)

6,634,947

6,660,160

 

17,778,427

Independent Power Producers & Energy Traders - 0.3%

Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (j)

1,990,000

1,990,000

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (j)

9,904,975

9,533,538

 

11,523,538

TOTAL UTILITIES

29,301,965

TOTAL BANK LOAN OBLIGATIONS

(Cost $323,405,617)


323,571,350

Preferred Securities - 0.0%

 

Principal
Amount (e)

Value

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (h)

$ 500,000

$ 25,000

Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (h)

1,220,000

905,362

 

930,362

TOTAL PREFERRED SECURITIES

(Cost $1,297,346)


930,362

Money Market Funds - 7.2%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

276,650,517

276,650,517

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

25,440,125

25,440,125

TOTAL MONEY MARKET FUNDS

(Cost $302,090,642)


302,090,642

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $3,919,805,033)

4,188,693,860

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(14,717,180)

NET ASSETS - 100%

$ 4,173,976,680

Currency Abbreviations

CAD

-

Canadian dollar

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

(e) Amount is stated in United States dollars unless otherwise noted.

(f) Security or a portion of the security is on loan at period end.

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $610,513,249 or 14.6% of net assets.

(i) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(j) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(k) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(l) The coupon rate will be determined upon settlement of the loan after period end.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,596,772 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

ACGS Series 2004-1 Class P, 7.4605% 8/1/19

2/17/11

$ 1,556,705

Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41

5/21/03

$ 98,189

Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.5664% 12/25/42

3/25/03

$ 109,726

GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 3.905% 6/25/35

6/3/05

$ 187,271

Stanley Martin Communities LLC Class B

8/3/05 - 3/1/07

$ 4,244,574

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 269,973

Fidelity Securities Lending Cash Central Fund

69,287

Total

$ 339,260

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Acadia Realty Trust (SBI)

$ 67,194,255

$ 23,354,610

$ -

$ 2,449,846

$ 98,809,206

Arbor Realty Trust, Inc.

21,107,288

1,885,885

-

1,477,398

21,697,653

Arbor Realty Trust, Inc. 7.375%

-

8,259,665

-

154,098

8,162,637

Arbor Realty Trust, Inc. Series A, 8.25%

4,748,025

-

-

389,996

4,727,225

Arbor Realty Trust, Inc. Series B, 7.75%

5,901,600

-

-

493,422

5,882,400

Arbor Realty Trust, Inc. Series C, 8.50%

-

2,500,000

-

55,490

2,525,000

Terreno Realty Corp.

22,091,704

4,979,683

-

529,220

-

Terreno Realty Corp. Series A, 7.75%

5,523,887

-

-

414,024

-

Total

$ 126,566,759

$ 40,979,843

$ -

$ 5,963,494

$ 141,804,121

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 10,655,683

$ 3,727,392

$ -

$ 6,928,291

Financials

2,025,032,649

1,995,068,514

27,354,361

2,609,774

Materials

10,541,237

10,541,237

-

-

Corporate Bonds

871,661,140

-

871,160,983

500,157

Asset-Backed Securities

90,148,525

-

81,964,524

8,184,001

Collateralized Mortgage Obligations

10,743,846

-

10,017,369

726,477

Commercial Mortgage Securities

543,318,426

-

532,005,572

11,312,854

Bank Loan Obligations

323,571,350

-

276,160,668

47,410,682

Preferred Securities

930,362

-

-

930,362

Money Market Funds

302,090,642

302,090,642

-

-

Total Investments in Securities:

$ 4,188,693,860

$ 2,311,427,785

$ 1,798,663,477

$ 78,602,598

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Bank Loan Obligations

Beginning Balance

$ 105,573,756

Net Realized Gain (Loss) on Investment Securities

289,125

Net Unrealized Gain (Loss) on Investment Securities

(866,510)

Cost of Purchases

-

Proceeds of Sales

(58,246,664)

Amortization/Accretion

140,775

Transfers into Level 3

520,200

Transfers out of Level 3

-

Ending Balance

$ 47,410,682

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ (413,512)

Other Investments in Securities

Beginning Balance

$ 53,636,499

Net Realized Gain (Loss) on Investment Securities

(4,200,658)

Net Unrealized Gain (Loss) on Investment Securities

9,034,288

Cost of Purchases

169,932

Proceeds of Sales

(23,014,379)

Amortization/Accretion

1,379,987

Transfers into Level 3

-

Transfers out of Level 3

(5,813,753)

Ending Balance

$ 31,191,916

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ 4,647,489

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

0.4%

AAA,AA,A

4.6%

BBB

11.3%

BB

9.1%

B

11.4%

CCC,CC,C

1.0%

D

0.0%

Not Rated

6.4%

Equities

49.0%

Short-Term Investments and Net Other Assets

6.8%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $24,482,448) - See accompanying schedule:

Unaffiliated issuers (cost $3,496,917,698)

$ 3,744,799,097

 

Fidelity Central Funds (cost $302,090,642)

302,090,642

 

Other affiliated issuers (cost $120,796,693)

141,804,121

 

Total Investments (cost $3,919,805,033)

 

$ 4,188,693,860

Cash

 

2,277,247

Receivable for investments sold

10,882,971

Receivable for fund shares sold

6,965,247

Dividends receivable

2,319,908

Interest receivable

17,945,180

Distributions receivable from Fidelity Central Funds

33,222

Receivable from investment adviser for expense reductions

931

Other receivables

14,103

Total assets

4,229,132,669

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 19,236,871

Delayed delivery

2,505,000

Payable for fund shares redeemed

4,769,953

Accrued management fee

1,934,696

Distribution and service plan fees payable

305,492

Other affiliated payables

869,606

Other payables and accrued expenses

94,246

Collateral on securities loaned, at value

25,440,125

Total liabilities

55,155,989

 

 

 

Net Assets

$ 4,173,976,680

Net Assets consist of:

 

Paid in capital

$ 3,809,242,280

Undistributed net investment income

34,654,174

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

61,167,863

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

268,912,363

Net Assets

$ 4,173,976,680

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($442,271,076 ÷ 37,302,014 shares)

$ 11.86

 

 

 

Maximum offering price per share (100/96.00 of $11.86)

$ 12.35

Class T:
Net Asset Value
and redemption price per share ($48,163,837 ÷ 4,060,118 shares)

$ 11.86

 

 

 

Maximum offering price per share (100/96.00 of $11.86)

$ 12.35

Class C:
Net Asset Value
and offering price per share ($246,305,622 ÷ 20,927,526 shares)A

$ 11.77

 

 

 

Real Estate Income:
Net Asset Value
, offering price and redemption price per share ($2,627,381,994 ÷ 220,647,573 shares)

$ 11.91

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($809,854,151 ÷ 68,165,791 shares)

$ 11.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $5,963,494 earned from other affiliated issuers)

 

$ 90,314,113

Interest

 

114,777,571

Income from Fidelity Central Funds

 

339,260

Total income

 

205,430,944

 

 

 

Expenses

Management fee

$ 21,222,992

Transfer agent fees

8,548,801

Distribution and service plan fees

3,173,091

Accounting and security lending fees

1,324,787

Custodian fees and expenses

58,383

Independent trustees' compensation

15,901

Registration fees

199,090

Audit

172,246

Legal

12,720

Miscellaneous

35,095

Total expenses before reductions

34,763,106

Expense reductions

(73,686)

34,689,420

Net investment income (loss)

170,741,524

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

105,441,630

Other affiliated issuers

442,084

Foreign currency transactions

662

Total net realized gain (loss)

 

105,884,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

30,350,617

Assets and liabilities in foreign currencies

(1,671)

Total change in net unrealized appreciation (depreciation)

 

30,348,946

Net gain (loss)

136,233,322

Net increase (decrease) in net assets resulting from operations

$ 306,974,846

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 170,741,524

$ 172,485,619

Net realized gain (loss)

105,884,376

73,494,885

Change in net unrealized appreciation (depreciation)

30,348,946

61,789,333

Net increase (decrease) in net assets resulting
from operations

306,974,846

307,769,837

Distributions to shareholders from net investment income

(172,155,251)

(159,910,438)

Distributions to shareholders from net realized gain

(78,297,244)

(51,534,162)

Total distributions

(250,452,495)

(211,444,600)

Share transactions - net increase (decrease)

(6,051,637)

1,340,100,515

Redemption fees

438,384

782,946

Total increase (decrease) in net assets

50,909,098

1,437,208,698

 

 

 

Net Assets

Beginning of period

4,123,067,582

2,685,858,884

End of period (including undistributed net investment income of $34,654,174 and undistributed net investment income of $39,267,501, respectively)

$ 4,173,976,680

$ 4,123,067,582

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.67

$ 11.26

$ 10.73

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .49

  .54

  .52

  .53

  .18

Net realized and unrealized gain (loss)

  .44

  .60

  .61

  .76

  (.04)

Total from investment operations

  .93

  1.14

  1.13

  1.29

  .14

Distributions from net investment income

  (.50)

  (.53)

  (.51)

  (.50)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.74)

  (.73)

  (.60) K

  (.50)

  (.15)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.86

$ 11.67

$ 11.26

$ 10.73

$ 9.94

Total ReturnB, C, D

  8.49%

  10.45%

  11.24%

  13.27%

  1.46%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.06%

  1.08%

  1.12%

  1.13%

  1.09%A

Expenses net of fee waivers, if any

  1.05%

  1.08%

  1.12%

  1.13%

  1.09%A

Expenses net of all reductions

  1.05%

  1.07%

  1.11%

  1.12%

  1.09%A

Net investment income (loss)

  4.28%

  4.62%

  4.89%

  5.00%

  6.23%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 442,271

$ 378,269

$ 137,352

$ 60,283

$ 3,830

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.67

$ 11.26

$ 10.72

$ 9.94

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .49

  .54

  .52

  .52

  .17

Net realized and unrealized gain (loss)

  .43

  .60

  .62

  .76

  (.03)

Total from investment operations

  .92

  1.14

  1.14

  1.28

  .14

Distributions from net investment income

  (.50)

  (.53)

  (.50)

  (.50)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.73)K

  (.73)

  (.60)

  (.50)

  (.15)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.86

$ 11.67

$ 11.26

$ 10.72

$ 9.94

Total ReturnB, C, D

  8.44%

  10.42%

  11.33%

  13.11%

  1.45%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.08%

  1.08%

  1.11%

  1.16%

  1.17%A

Expenses net of fee waivers, if any

  1.08%

  1.08%

  1.11%

  1.16%

  1.17%A

Expenses net of all reductions

  1.07%

  1.08%

  1.11%

  1.16%

  1.17%A

Net investment income (loss)

  4.26%

  4.61%

  4.90%

  4.96%

  5.92%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 48,164

$ 46,198

$ 26,143

$ 7,626

$ 862

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.73 per share is comprised of distributions from net investment income of $.496 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended July 31,

2014

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.59

$ 11.20

$ 10.67

$ 9.93

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .40

  .45

  .44

  .45

  .15

Net realized and unrealized gain (loss)

  .43

  .60

  .62

  .74

  (.03)

Total from investment operations

  .83

  1.05

  1.06

  1.19

  .12

Distributions from net investment income

  (.42)

  (.46)

  (.43)

  (.45)

  (.14)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.65) K

  (.66)

  (.53)

  (.45)

  (.14)

Redemption fees added to paid in capital E, J

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.77

$ 11.59

$ 11.20

$ 10.67

$ 9.93

Total ReturnB, C, D

  7.66%

  9.66%

  10.49%

  12.25%

  1.29%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Expenses net of fee waivers, if any

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Expenses net of all reductions

  1.79%

  1.81%

  1.87%

  1.89%

  1.86%A

Net investment income (loss)

  3.54%

  3.88%

  4.14%

  4.23%

  5.21%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 246,306

$ 204,012

$ 52,780

$ 21,555

$ 836

Portfolio turnover rateG

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.65 per share is comprised of distributions from net investment income of $.417 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Real Estate Income

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.71

$ 11.29

$ 10.75

$ 9.95

$ 8.21

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .54

  .55

  .53

Net realized and unrealized gain (loss)

  .44

  .60

  .62

  .76

  1.73

Total from investment operations

  .96

  1.17

  1.16

  1.31

  2.26

Distributions from net investment income

  (.53)

  (.55)

  (.52)

  (.51)

  (.52)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.76) G

  (.75)

  (.62)

  (.51)

  (.52)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.91

$ 11.71

$ 11.29

$ 10.75

$ 9.95

Total ReturnA

  8.78%

  10.71%

  11.50%

  13.41%

  28.29%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .83%

  .84%

  .90%

  .92%

  .97%

Expenses net of fee waivers, if any

  .83%

  .84%

  .89%

  .92%

  .96%

Expenses net of all reductions

  .83%

  .84%

  .89%

  .92%

  .96%

Net investment income (loss)

  4.50%

  4.85%

  5.12%

  5.21%

  5.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,627,382

$ 2,884,545

$ 2,252,149

$ 1,660,063

$ 1,030,393

Portfolio turnover rateD

  29%

  26%

  27%

  25%

  28%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.76 per share is comprised of distributions from net investment income of $.525 and distributions from net realized gain of $.236 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,

2014

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.69

$ 11.28

$ 10.74

$ 9.95

$ 9.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .52

  .57

  .55

  .55

  .19

Net realized and unrealized gain (loss)

  .44

  .60

  .62

  .76

  (.04)

Total from investment operations

  .96

  1.17

  1.17

  1.31

  .15

Distributions from net investment income

  (.53)

  (.56)

  (.53)

  (.52)

  (.15)

Distributions from net realized gain

  (.24)

  (.20)

  (.10)

  -

  -

Total distributions

  (.77)

  (.76)

  (.63)

  (.52)

  (.15)

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.88

$ 11.69

$ 11.28

$ 10.74

$ 9.95

Total ReturnB, C

  8.76%

  10.72%

  11.62%

  13.44%

  1.58%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .78%

  .80%

  .84%

  .89%

  .85%A

Expenses net of fee waivers, if any

  .78%

  .80%

  .84%

  .89%

  .85%A

Expenses net of all reductions

  .78%

  .80%

  .84%

  .89%

  .85%A

Net investment income (loss)

  4.55%

  4.89%

  5.17%

  5.24%

  6.70%A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 809,854

$ 610,045

$ 217,435

$ 43,282

$ 2,930

Portfolio turnover rateF

  29%

  26%

  27%

  25%

  28%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Real Estate Income and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type

Fair Value at
07/31/14

Valuation
Technique(s)

Unobservable
Input

Amount or Range/
Weighted
Average

Impact to
Valuation
from an
Increase in
Input
*

Asset-Backed Securities

$ 7,282,217

Discounted cash flow

Yield

3.0% - 10.4% / 4.5%

Decrease

 

 

Expected distribution

Recovery rate

0.0%

Increase

Bank Loan
Obligations

$46,898,132

Discounted cash flow

Yield

2.1% - 10.5% / 6.1%

Decrease

Collateralized Mortgage
Obligations

$ 726,477

Discounted cash flow

Yield

4.1% - 40.0% / 11.1%

Decrease

Commercial Mortgage Securities

$ 6,929,493

Discounted cash flow

Yield

2.1% - 10.4% / 2.1%

Decrease

 

 

Market comparable

Spread

13.0%

Decrease

Common Stocks

$ 6,928,291

Adjusted book value

Book value
multiple

1.3

Increase

Corporate Bonds

$ 500,157

Discounted cash flow

Discount rate

20.0%

Decrease

 

 

Expected distribution

Recovery rate

0.0%

Increase

Preferred
Securities

$ 905,362

Discounted cash flow

Yield

13.0%

Decrease

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, equity-debt classifications and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 331,991,084

Gross unrealized depreciation

(67,454,992)

Net unrealized appreciation (depreciation) on securities

$ 264,536,092

 

 

Tax Cost

$ 3,924,157,768

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 39,196,788

Undistributed long-term capital gain

$ 61,346,649

Net unrealized appreciation (depreciation) on securities and other investments

$ 264,559,628

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 185,363,562

$ 170,384,735

Long-term Capital Gains

65,088,933

41,059,865

Total

$ 250,452,495

$ 211,444,600

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,052,015,263 and $1,138,541,279, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 967,235

$ 25,663

Class T

-%

.25%

108,744

40

Class C

.75%

.25%

2,097,112

927,749

 

 

 

$ 3,173,091

$ 953,452

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 109,599

Class T

12,563

Class C*

74,180

 

$ 196,342

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 805,109

.21

Class T

99,408

.23

Class C

404,930

.19

Real Estate Income

6,054,879

.23

Institutional Class

1,184,475

.19

 

$ 8,548,801

 

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $26,723 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,555 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income

Annual Report

7. Security Lending - continued

earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $69,287, including $155 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $51,646 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,517.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20,523.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Class A

$ 16,638,771

$ 10,238,777

Class T

1,842,576

1,523,114

Class C

7,530,932

4,241,554

Real Estate Income

117,401,887

126,726,805

Institutional Class

28,741,085

17,180,188

Total

$ 172,155,251

$ 159,910,438

From net realized gain

 

 

Class A

$ 7,591,572

$ 2,837,075

Class T

874,881

506,062

Class C

4,152,718

1,181,312

Real Estate Income

53,508,422

42,729,814

Institutional Class

12,169,651

4,279,899

Total

$ 78,297,244

$ 51,534,162

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Class A

 

 

 

 

Shares sold

18,815,698

25,244,691

$ 217,399,754

$ 296,851,509

Reinvestment of distributions

1,805,230

900,102

20,178,624

10,299,964

Shares redeemed

(15,738,034)

(5,925,325)

(180,458,692)

(69,436,144)

Net increase (decrease)

4,882,894

20,219,468

$ 57,119,686

$ 237,715,329

Class T

 

 

 

 

Shares sold

1,270,924

2,730,063

$ 14,645,845

$ 31,978,463

Reinvestment of distributions

211,146

132,742

2,357,016

1,515,681

Shares redeemed

(1,380,258)

(1,226,451)

(15,703,373)

(14,137,454)

Net increase (decrease)

101,812

1,636,354

$ 1,299,488

$ 19,356,690

Class C

 

 

 

 

Shares sold

9,015,535

14,157,408

$ 103,482,191

$ 165,598,758

Reinvestment of distributions

813,525

375,304

9,012,478

4,279,651

Shares redeemed

(6,508,928)

(1,637,958)

(73,908,752)

(19,029,492)

Net increase (decrease)

3,320,132

12,894,754

$ 38,585,917

$ 150,848,917

Real Estate Income

 

 

 

 

Shares sold

61,717,695

123,727,906

$ 711,894,953

$ 1,450,014,694

Reinvestment of distributions

13,609,464

13,299,047

152,306,330

151,923,311

Shares redeemed

(100,931,769)

(90,180,888)

(1,156,054,958)

(1,057,830,249)

Net increase (decrease)

(25,604,610)

46,846,065

$ (291,853,675)

$ 544,107,756

Institutional Class

 

 

 

 

Shares sold

40,192,476

42,960,747

$ 465,679,843

$ 506,030,603

Reinvestment of distributions

2,412,058

1,337,082

27,006,597

15,315,413

Shares redeemed

(26,626,486)

(11,392,454)

(303,889,493)

(133,274,193)

Net increase (decrease)

15,978,048

32,905,375

$ 188,796,947

$ 388,071,823

Annual Report

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 19, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Christopher S. Bartel (1971)

Year of Election or Appointment: 2009

Vice President

 

Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Real Estate Income Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

09/08/14

09/05/14

$0.125

$0.182

Class T

09/08/14

09/05/14

$0.125

$0.182

Class C

09/08/14

09/05/14

$0.106

$0.182

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $93,876,025, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.04% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Real Estate Income Fund

vfr923624

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Real Estate Income Fund

vfr923626

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(U.K.) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

REIA-UANN-0914
1.907548.104

Fidelity®

Series Real Estate Income

Fund

Fidelity Series Real Estate Income Fund

Class F

Annual Report

July 31, 2014

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity® Series Real Estate Income Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Life of
fund
A

  Fidelity® Series Real Estate Income Fund

8.33%

12.06%

  Class F

8.60%

12.28%

A From October 20, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series Real Estate Income Fund, a class of the fund, on October 20, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.kui220469

Annual Report


Management's Discussion of Fund Performance

Market Recap: The fundamental backdrop for commercial real estate remained solid throughout the 12 months ending July 31, 2014. Continued favorable demand across most sectors and geographic markets, along with limited new construction, led to rising occupancies. In turn, this led to gently rising rents and cash flow for real estate owners, including real estate investment trusts (REITs). Investors' continued search for yield in a low-interest-rate environment - rates ended the 12-month period roughly at their starting point - helped further boost the performance of multiple types of real estate securities. For the full 12 months, REIT stocks, as measured by the FTSE® NAREIT® All REITs Index, gained 12.90%, with the vast majority of that increase coming in the second half of the period. The MSCI REIT Preferred Index, which reflects the performance of real estate preferred stocks, added 9.62%. On the fixed-income side, The BofA Merrill LynchSM US Real Estate Index - a market-capitalization-weighted measure of investment-grade corporate debt in the domestic real estate sector - advanced 6.67%, benefiting partly from narrowing credit spreads that helped compensate for rising interest rates in the first half of the 12-month period. In comparison, the S&P 500® Index, a proxy for the broad U.S. stock market, was up 16.94%.

Comments from Mark Snyderman, Portfolio Manager of Fidelity® Series Real Estate Income Fund: For the year, the fund's Series Real Estate Income and Class F shares gained 8.33% and 8.60%, respectively, which I consider good absolute returns for a 12-month period. In comparison, however, the Fidelity Real Estate Income Composite IndexSM - a 40/50/10 blend of the MSCI REIT Preferred Index, The BofA Merrill LynchSM US Real Estate Index and the FTSE® NAREIT® All REITs Index, respectively - added 8.53%. Most of the categories in which the fund invests did well. The fund's REIT common stock holdings surpassed the 13% gain in the FTSE® NAREIT® index. Its preferred stocks added about 11%, outpacing the MSCI preferred stock index. On the portfolio's fixed-income side, the fund did particularly well with its commercial mortgage backed securities investments, which rose 10%, compared with approximately 7% for the BofA Merrill Lynch real estate bond index. The fund's high-yield real estate bond picks outpaced this measure, while its investment-grade bonds lagged. Meanwhile, the fund was hampered by a cash position of about 6%, on average. I like to hold enough cash to take advantage of attractive buying opportunities when others must sell; unfortunately, the size of the portfolio's stake here was a drag on results in a rising market during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period
*
February 1, 2014
to July 31, 2014

Series Real Estate Income

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.90

$ 3.93

HypotheticalA

 

$ 1,000.00

$ 1,020.98

$ 3.86

Class F

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.60

$ 3.11

HypotheticalA

 

$ 1,000.00

$ 1,021.77

$ 3.06

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Five Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

MFA Financial, Inc.

1.6

1.5

Equity Lifestyle Properties, Inc.

1.6

1.5

Acadia Realty Trust (SBI)

1.5

1.4

Ventas, Inc.

1.2

1.2

Excel Trust, Inc. Series B, 8.125%

1.1

1.1

 

7.0

Top 5 Bonds as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Standard Pacific Corp. 8.375% 5/15/18

1.1

1.2

Blackstone Mortgage Trust, Inc. 5.25% 12/1/18

1.0

1.0

Blackstone 9.98% 10/1/17

0.9

0.9

iStar Financial, Inc. 5.875% 3/15/16

0.9

1.1

M/I Homes, Inc. 8.625% 11/15/18

0.9

0.9

 

4.8

Top Five REIT Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

REITs - Mortgage

15.8

15.2

REITs - Management/Investment

6.7

7.3

REITs - Shopping Centers

5.9

5.8

REITs - Health Care Facilities

5.0

4.4

REITs - Office Buildings

4.1

3.7

Asset Allocation (% of fund's net assets)

As of July 31, 2014 *

As of January 31, 2014 **

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Common Stocks 15.5%

 

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Common Stocks 15.5%

 

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Preferred Stocks 22.5%

 

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Preferred Stocks 20.0%

 

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Bonds 43.6%

 

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Bonds 46.7%

 

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Convertible
Securities 5.8%

 

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Convertible
Securities 6.5%

 

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Other Investments 6.6%

 

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Other Investments 6.9%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 6.0%

 

kui220486

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.4%

 

* Foreign investments

2.6%

 

** Foreign investments

4.5%

 

kui220489

Annual Report


Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 15.5%

Shares

Value

FINANCIALS - 15.4%

Capital Markets - 0.1%

Ellington Financial LLC

31,400

$ 744,180

Real Estate Investment Trusts - 15.1%

Acadia Realty Trust (SBI)

442,700

12,497,421

American Tower Corp.

16,900

1,595,191

Annaly Capital Management, Inc.

52,300

580,530

Anworth Mortgage Asset Corp.

271,800

1,380,744

Apartment Investment & Management Co. Class A

113,800

3,889,684

Arbor Realty Trust, Inc.

124,900

883,043

Associated Estates Realty Corp.

18,700

330,429

AvalonBay Communities, Inc.

21,200

3,139,296

BioMed Realty Trust, Inc.

71,400

1,535,100

CBL & Associates Properties, Inc.

251,400

4,701,180

Cedar Shopping Centers, Inc.

64,200

404,460

Chambers Street Properties

139,800

1,087,644

Chartwell Retirement Residence (a)(f)

14,700

145,605

CYS Investments, Inc.

188,400

1,672,992

Douglas Emmett, Inc.

69,000

1,965,810

Dynex Capital, Inc.

228,300

1,894,890

EastGroup Properties, Inc.

10,500

654,780

Equity Lifestyle Properties, Inc.

301,700

13,362,293

Equity Residential (SBI)

31,600

2,042,940

Excel Trust, Inc.

206,300

2,671,585

Extra Space Storage, Inc.

9,600

496,608

First Potomac Realty Trust

120,400

1,588,076

Hatteras Financial Corp.

61,800

1,183,470

Highwoods Properties, Inc. (SBI)

12,900

542,703

Lexington Corporate Properties Trust

393,200

4,301,608

Liberty Property Trust (SBI)

19,700

692,849

LTC Properties, Inc.

57,600

2,207,808

MFA Financial, Inc.

1,657,400

13,491,225

Mid-America Apartment Communities, Inc.

69,200

4,838,464

Monmouth Real Estate Investment Corp. Class A (e)

78,100

802,868

National Retail Properties, Inc. (e)

25,000

889,250

Newcastle Investment Corp.

467,900

2,091,513

NorthStar Realty Finance Corp.

34,700

558,670

Piedmont Office Realty Trust, Inc. Class A

88,700

1,725,215

Potlatch Corp.

4,000

165,200

Prologis, Inc.

49,400

2,016,014

Redwood Trust, Inc.

56,000

1,062,880

Select Income (REIT)

42,500

1,179,375

Senior Housing Properties Trust (SBI)

143,600

3,282,696

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Simon Property Group, Inc.

16,900

$ 2,842,411

Stag Industrial, Inc.

27,100

618,964

Terreno Realty Corp.

160,361

2,998,751

Two Harbors Investment Corp.

163,900

1,676,697

Ventas, Inc.

151,600

9,626,600

Washington Prime Group, Inc. (a)

43,250

816,993

Washington REIT (SBI)

46,100

1,250,232

Weyerhaeuser Co.

78,300

2,452,356

WP Carey, Inc.

58,400

3,838,632

 

125,673,745

Real Estate Management & Development - 0.2%

Kennedy-Wilson Holdings, Inc.

74,800

1,750,320

TOTAL FINANCIALS

128,168,245

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

West Fraser Timber Co. Ltd.

13,800

628,648

TOTAL COMMON STOCKS

(Cost $105,656,614)


128,796,893

Preferred Stocks - 23.2%

 

 

 

 

Convertible Preferred Stocks - 0.7%

FINANCIALS - 0.7%

Real Estate Investment Trusts - 0.7%

Excel Trust, Inc. 7.00% (f)

24,300

637,875

Health Care REIT, Inc. Series I, 6.50%

16,200

947,700

Lexington Corporate Properties Trust Series C, 6.50%

59,500

2,805,425

Weyerhaeuser Co. Series A, 6.375%

32,000

1,728,998

 

6,119,998

Nonconvertible Preferred Stocks - 22.5%

CONSUMER DISCRETIONARY - 0.3%

Hotels, Restaurants & Leisure - 0.3%

Red Lion Hotels Capital Trust 9.50%

98,191

2,558,857

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - 22.2%

Capital Markets - 0.1%

Arlington Asset Investment Corp. 6.625%

31,528

$ 761,716

Real Estate Investment Trusts - 21.9%

AG Mortgage Investment Trust, Inc. 8.00%

103,304

2,481,362

Alexandria Real Estate Equities, Inc. Series E, 6.45%

24,001

606,505

American Capital Agency Corp.:

8.00%

120,000

3,102,000

Series B, 7.75%

16,000

390,240

American Capital Mortgage Investment Corp. Series A, 8.125%

33,100

831,141

American Homes 4 Rent:

Series A, 5.00%

210,000

5,208,000

Series B, 5.00%

80,000

1,950,400

Series C, 5.50%

53,000

1,312,280

American Realty Capital Properties, Inc. Series F, 6.70%

46,191

1,073,941

Annaly Capital Management, Inc.:

Series A, 7.875%

150,300

3,810,105

Series C, 7.625%

24,839

606,320

Series D, 7.50%

73,213

1,766,630

Anworth Mortgage Asset Corp. Series A, 8.625%

178,800

4,525,428

Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%

61,725

1,625,219

Apollo Residential Mortgage, Inc. Series A, 8.00%

49,077

1,187,663

Arbor Realty Trust, Inc.:

Series A, 8.25%

41,922

1,048,050

Series B, 7.75%

40,000

980,400

Series C, 8.50%

15,000

378,750

Armour Residential REIT, Inc. Series B, 7.875%

25,701

623,506

Ashford Hospitality Trust, Inc.:

Series D, 8.45%

51,709

1,321,165

Series E, 9.00%

35,948

974,191

Brandywine Realty Trust Series E, 6.90%

21,000

555,450

Campus Crest Communities, Inc. Series A, 8.00%

71,569

1,835,745

Capstead Mortgage Corp. Series E, 7.50%

37,016

890,938

CBL & Associates Properties, Inc.:

Series D, 7.375%

67,200

1,683,360

Series E, 6.625%

45,505

1,111,232

Cedar Shopping Centers, Inc. Series B, 7.25%

109,018

2,777,779

Chesapeake Lodging Trust Series A, 7.75%

64,034

1,675,770

Colony Financial, Inc. Series A, 8.50%

77,829

2,035,228

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

CommonWealth REIT:

7.50%

24,923

$ 505,688

Series E, 7.25%

200,160

5,196,154

Coresite Realty Corp. Series A, 7.25%

42,600

1,092,264

Corporate Office Properties Trust Series L, 7.375%

136,869

3,562,700

CubeSmart Series A, 7.75%

40,000

1,065,200

CYS Investments, Inc.:

Series A, 7.75%

10,014

244,842

Series B, 7.50%

63,333

1,492,759

DDR Corp.:

Series J, 6.50%

70,181

1,766,456

Series K, 6.25%

25,489

622,951

Digital Realty Trust, Inc.:

Series E, 7.00%

40,181

1,020,999

Series F, 6.625%

20,000

483,600

Series G, 5.875%

28,270

625,332

Series H, 7.375%

10,000

255,500

Duke Realty LP Series L, 6.60%

4,300

109,005

DuPont Fabros Technology, Inc. Series B, 7.625%

73,798

1,875,207

Dynex Capital, Inc.:

Series A, 8.50%

96,313

2,407,825

Series B, 7.625%

47,335

1,135,567

Equity Lifestyle Properties, Inc. Series C, 6.75%

182,313

4,701,852

Essex Property Trust, Inc. Series H, 7.125%

8,100

216,270

Excel Trust, Inc. Series B, 8.125%

360,000

9,385,200

First Potomac Realty Trust 7.75%

107,746

2,817,558

Five Oaks Investment Corp. Series A, 8.75%

40,000

1,006,800

General Growth Properties, Inc. Series A, 6.375%

34,690

839,498

Gladstone Commercial Corp. Series C, 7.125%

67,762

1,749,615

Glimcher Realty Trust:

6.875%

3,183

80,434

Series G, 8.125%

40,977

1,035,489

Series H, 7.50%

53,575

1,446,525

Hatteras Financial Corp. Series A, 7.625%

65,472

1,551,686

Health Care REIT, Inc. Series J, 6.50%

33,400

859,048

Hersha Hospitality Trust Series B, 8.00%

18,928

503,106

Hospitality Properties Trust Series D, 7.125%

40,200

1,024,296

Hudson Pacific Properties, Inc. 8.375%

84,787

2,246,856

Inland Real Estate Corp. Series A, 8.125%

200,000

5,210,000

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Invesco Mortgage Capital, Inc. Series A, 7.75%

30,151

$ 734,478

Investors Real Estate Trust Series B, 7.95%

33,428

876,816

iStar Financial, Inc.:

Series E, 7.875%

24,583

611,379

Series F, 7.80%

128,864

3,182,941

Series G, 7.65%

84,000

2,066,400

Kilroy Realty Corp.:

Series G, 6.875%

20,300

526,582

Series H, 6.375%

31,704

783,406

Kite Realty Group Trust 8.25%

4,100

106,641

LaSalle Hotel Properties:

Series H, 7.50%

37,192

976,662

Series I, 6.375%

47,339

1,178,268

LBA Realty Fund II Series B, 7.625%

118,900

2,615,800

MFA Financial, Inc.:

8.00%

108,747

2,794,798

Series B, 7.50%

188,749

4,526,201

Monmouth Real Estate Investment Corp. Series B, 7.875%

30,000

787,500

National Retail Properties, Inc.:

5.70%

46,124

1,080,685

Series D, 6.625%

46,667

1,173,675

New York Mortgage Trust, Inc. Series B, 7.75%

70,013

1,659,308

NorthStar Realty Finance Corp.:

Series B, 8.25%

16,301

407,525

Series C, 8.875%

105,295

2,689,234

Series D, 8.50%

44,213

1,110,631

Series E, 8.75%

63,120

1,592,518

Pebblebrook Hotel Trust:

Series A, 7.875%

119,000

3,129,700

Series B, 8.00%

37,400

994,092

Series C, 6.50%

66,082

1,622,313

Pennsylvania (REIT) 7.375%

55,408

1,428,418

Prologis, Inc. Series Q, 8.54%

15,800

1,026,013

PS Business Parks, Inc.:

Series R, 6.875%

1,100

28,259

Series T, 6.00%

26,000

617,500

Series U, 5.75%

102,483

2,351,985

RAIT Financial Trust 7.625%

44,680

1,098,681

Preferred Stocks - continued

Shares

Value

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Regency Centers Corp.:

Series 6, 6.625%

17,739

$ 459,440

Series 7, 6.00%

22,000

528,660

Retail Properties America, Inc. 7.00%

83,617

2,100,459

Sabra Health Care REIT, Inc. Series A, 7.125%

80,000

2,083,200

Saul Centers, Inc.:

Series A, 8.00%

14,472

376,272

Series C, 6.875%

69,596

1,739,900

Senior Housing Properties Trust 5.625%

42,353

977,507

Stag Industrial, Inc. Series A, 9.00%

280,000

7,761,600

Summit Hotel Properties, Inc. Series A, 9.25%

173,700

4,776,750

Sun Communities, Inc. Series A, 7.125%

59,000

1,514,530

Sunstone Hotel Investors, Inc. Series D, 8.00%

32,939

878,154

Taubman Centers, Inc. Series K, 6.25%

19,561

479,245

Terreno Realty Corp. Series A, 7.75%

81,048

2,096,712

UMH Properties, Inc. Series A, 8.25%

96,000

2,534,400

Urstadt Biddle Properties, Inc. Series F, 7.125%

30,000

763,500

Weingarten Realty Investors (SBI) Series F, 6.50%

26,708

673,309

Winthrop Realty Trust 7.75%

60,000

1,545,000

 

181,572,127

Real Estate Management & Development - 0.2%

Kennedy-Wilson, Inc. 7.75%

55,054

1,403,877

TOTAL FINANCIALS

183,737,720

TOTAL NONCONVERTIBLE PREFERRED STOCKS

186,296,577

TOTAL PREFERRED STOCKS

(Cost $184,287,193)


192,416,575

Corporate Bonds - 26.0%

 

Principal
Amount

 

Convertible Bonds - 5.1%

CONSUMER DISCRETIONARY - 0.2%

Hotels, Restaurants & Leisure - 0.2%

Morgans Hotel Group Co. 2.375% 10/15/14

$ 1,365,000

1,354,763

Corporate Bonds - continued

 

Principal
Amount

Value

Convertible Bonds - continued

FINANCIALS - 4.9%

Consumer Finance - 0.4%

Zais Financial Partners LP 8% 11/15/16 (f)

$ 3,000,000

$ 3,094,071

Diversified Financial Services - 0.6%

IAS Operating Partnership LP 5% 3/15/18 (f)

5,420,000

5,312,706

Real Estate Investment Trusts - 3.6%

Annaly Capital Management, Inc. 5% 5/15/15

6,690,000

6,798,713

Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19

860,000

912,718

Ares Commercial Real Estate Corp. 7% 12/15/15

2,300,000

2,380,500

Blackstone Mortgage Trust, Inc. 5.25% 12/1/18

7,750,000

8,297,925

Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (f)

3,000,000

2,932,500

Colony Financial, Inc. 3.875% 1/15/21

1,090,000

1,105,669

PennyMac Corp. 5.375% 5/1/20

1,500,000

1,487,619

RAIT Financial Trust 4% 10/1/33

2,000,000

1,912,500

Redwood Trust, Inc. 4.625% 4/15/18

3,000,000

3,090,000

Spirit Realty Capital, Inc. 3.75% 5/15/21

1,000,000

1,011,250

 

29,929,394

Real Estate Management & Development - 0.3%

Forest City Enterprises, Inc. 3.625% 8/15/20

2,450,000

2,560,250

Grubb & Ellis Co. 7.95% 5/1/15 (d)(f)

1,540,000

0

 

2,560,250

TOTAL FINANCIALS

40,896,421

TOTAL CONVERTIBLE BONDS

42,251,184

Nonconvertible Bonds - 20.9%

CONSUMER DISCRETIONARY - 6.6%

Hotels, Restaurants & Leisure - 1.0%

FelCor Lodging LP 6.75% 6/1/19

1,375,000

1,436,875

Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (f)

1,555,000

1,628,863

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (f)

2,250,000

2,306,250

Times Square Hotel Trust 8.528% 8/1/26 (f)

2,595,229

3,253,995

 

8,625,983

Corporate Bonds - continued

 

Principal
Amount

Value

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - 5.6%

Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (f)

$ 1,800,000

$ 1,755,000

Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (f)

530,000

543,250

Brookfield Residential Properties, Inc. 6.5% 12/15/20 (f)

395,000

414,256

D.R. Horton, Inc.:

4.375% 9/15/22

825,000

812,625

5.75% 8/15/23

490,000

516,950

6.5% 4/15/16

811,000

863,715

KB Home:

8% 3/15/20

2,395,000

2,712,338

9.1% 9/15/17

1,185,000

1,374,600

Lennar Corp.:

4.125% 12/1/18

1,220,000

1,226,100

4.5% 6/15/19

400,000

400,000

5.6% 5/31/15

1,216,000

1,253,757

6.95% 6/1/18

1,720,000

1,915,650

M/I Homes, Inc. 8.625% 11/15/18

6,764,000

7,110,655

Meritage Homes Corp.:

7% 4/1/22

2,005,000

2,190,463

7.15% 4/15/20

1,940,000

2,138,850

Ryland Group, Inc.:

6.625% 5/1/20

445,000

476,150

8.4% 5/15/17

1,446,000

1,662,900

Standard Pacific Corp.:

8.375% 5/15/18

8,047,000

9,233,933

10.75% 9/15/16

3,284,000

3,809,440

Toll Brothers Finance Corp. 5.875% 2/15/22

450,000

482,625

William Lyon Homes, Inc.:

7% 8/15/22 (f)(g)

495,000

495,000

8.5% 11/15/20

4,320,000

4,762,800

 

46,151,057

TOTAL CONSUMER DISCRETIONARY

54,777,040

FINANCIALS - 12.8%

Diversified Financial Services - 0.7%

Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (f)

1,025,000

1,096,750

Corporate Bonds - continued

 

Principal
Amount

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

5.875% 2/1/22

$ 820,000

$ 835,888

6% 8/1/20

3,500,000

3,648,750

 

5,581,388

Real Estate Investment Trusts - 9.5%

American Campus Communities Operating Partnership LP 4.125% 7/1/24

1,000,000

1,003,290

American Tower Corp. 3.4% 2/15/19

2,000,000

2,073,418

Camden Property Trust 5% 6/15/15

1,135,000

1,177,548

CBL & Associates LP 5.25% 12/1/23

2,000,000

2,131,658

Commercial Net Lease Realty, Inc. 6.15% 12/15/15

917,000

980,231

Crown Castle International Corp. 5.25% 1/15/23

1,500,000

1,515,000

CTR Partnership LP / CareTrust Capital Corp. 5.875% 6/1/21 (f)

475,000

476,188

CubeSmart LP 4.8% 7/15/22

1,000,000

1,068,722

DCT Industrial Operating Partnership LP 4.5% 10/15/23

2,000,000

2,040,838

DDR Corp.:

7.5% 7/15/18

2,407,000

2,852,066

9.625% 3/15/16

2,254,000

2,559,703

DuPont Fabros Technology LP 5.875% 9/15/21

2,000,000

2,040,000

Equity One, Inc.:

5.375% 10/15/15

405,000

425,555

6% 9/15/16

811,000

885,876

6.25% 1/15/17

811,000

895,505

Health Care Property Investors, Inc.:

6% 3/1/15

1,216,000

1,253,106

6.3% 9/15/16

3,850,000

4,268,630

7.072% 6/8/15

405,000

426,416

Health Care REIT, Inc. 4.125% 4/1/19

1,000,000

1,075,042

Healthcare Realty Trust, Inc.:

3.75% 4/15/23

801,000

781,589

6.5% 1/17/17

506,000

564,440

Highwoods/Forsyth LP:

3.625% 1/15/23

393,000

386,578

5.85% 3/15/17

2,593,000

2,868,460

Hospitality Properties Trust:

5% 8/15/22

823,000

868,187

5.625% 3/15/17

1,248,000

1,358,886

Corporate Bonds - continued

 

Principal
Amount

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Investment Trusts - continued

Hospitality Properties Trust: - continued

6.7% 1/15/18

$ 811,000

$ 909,514

HRPT Properties Trust 6.25% 8/15/16

4,000,000

4,257,252

iStar Financial, Inc.:

3.875% 7/1/16

525,000

528,938

4% 11/1/17

2,500,000

2,462,500

5% 7/1/19

2,500,000

2,462,500

5.85% 3/15/17

825,000

866,250

5.875% 3/15/16

6,800,000

7,140,000

6.05% 4/15/15

2,887,000

2,951,958

7.125% 2/15/18

1,010,000

1,090,800

9% 6/1/17

2,430,000

2,751,975

Lexington Corporate Properties Trust 4.25% 6/15/23

2,500,000

2,497,455

MPT Operating Partnership LP/MPT Finance Corp. 6.375% 2/15/22

1,685,000

1,794,525

National Retail Properties, Inc. 6.875% 10/15/17

1,621,000

1,870,939

Nationwide Health Properties, Inc. 6% 5/20/15

1,540,000

1,603,231

Omega Healthcare Investors, Inc.:

4.95% 4/1/24 (f)

627,000

644,556

7.5% 2/15/20

811,000

862,701

Potlatch Corp. 7.5% 11/1/19

811,000

940,760

Prologis LP 7.625% 7/1/17

1,268,000

1,415,950

Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20

811,000

968,894

Senior Housing Properties Trust:

4.75% 5/1/24

849,000

864,950

6.75% 4/15/20

576,000

661,030

6.75% 12/15/21

2,000,000

2,329,218

United Dominion Realty Trust, Inc.:

5.25% 1/15/15

405,000

413,370

5.25% 1/15/16

811,000

858,964

 

79,125,162

Real Estate Management & Development - 2.5%

Brandywine Operating Partnership LP:

6% 4/1/16

811,000

870,553

7.5% 5/15/15

405,000

425,237

CBRE Group, Inc. 5% 3/15/23

1,225,000

1,218,875

Excel Trust LP 4.625% 5/15/24

501,000

510,336

Corporate Bonds - continued

 

Principal
Amount

Value

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate Management & Development - continued

First Industrial LP 5.75% 1/15/16

$ 811,000

$ 857,922

Host Hotels & Resorts LP 6% 10/1/21

485,000

558,294

Howard Hughes Corp. 6.875% 10/1/21 (f)

1,615,000

1,699,788

Hunt Companies, Inc. 9.625% 3/1/21 (f)

900,000

945,000

Kennedy-Wilson, Inc.:

5.875% 4/1/24

560,000

561,400

8.75% 4/1/19

3,000,000

3,213,750

Mid-America Apartments LP:

3.75% 6/15/24

337,000

332,520

6.05% 9/1/16

1,216,000

1,325,683

Realogy Corp. 7.875% 2/15/19 (f)

1,450,000

1,529,750

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (f)

1,005,000

974,850

Regency Centers LP:

5.25% 8/1/15

3,250,000

3,392,906

5.875% 6/15/17

486,000

543,450

Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.625% 3/1/24 (f)

495,000

485,100

Ventas Realty LP/Ventas Capital Corp.:

3.125% 11/30/15

552,000

568,614

4% 4/30/19

597,000

638,930

 

20,652,958

Thrifts & Mortgage Finance - 0.1%

Ocwen Financial Corp. 6.625% 5/15/19 (f)

835,000

853,788

TOTAL FINANCIALS

106,213,296

HEALTH CARE - 1.2%

Health Care Equipment & Supplies - 0.3%

Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:

6% 10/15/21

295,000

309,750

7.75% 2/15/19

1,835,000

1,926,750

 

2,236,500

Corporate Bonds - continued

 

Principal
Amount

Value

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - 0.9%

Sabra Health Care LP/Sabra Capital Corp.:

5.375% 6/1/23

$ 3,500,000

$ 3,491,250

5.5% 2/1/21

3,805,000

3,900,125

 

7,391,375

TOTAL HEALTH CARE

9,627,875

INDUSTRIALS - 0.1%

Industrial Conglomerates - 0.1%

Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17

785,000

837,988

MATERIALS - 0.2%

Paper & Forest Products - 0.2%

Plum Creek Timberlands LP 5.875% 11/15/15

1,621,000

1,713,467

TOTAL NONCONVERTIBLE BONDS

173,169,666

TOTAL CORPORATE BONDS

(Cost $203,921,882)


215,420,850

Asset-Backed Securities - 3.1%

 

Capital Trust RE CDO Ltd. Series 2005-3A Class A2, 5.16% 6/25/35 (f)

7,282

7,137

CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4836% 1/20/37 (f)(h)

75,755

74,240

CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4821% 4/7/52 (f)(h)

204,500

198,365

Conseco Finance Securitizations Corp.:

Series 2002-1 Class M2, 9.546% 12/1/33

1,216,000

1,148,078

Series 2002-2 Class M2, 9.163% 3/1/33 (h)

2,026,000

1,753,360

Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27

1,355,314

1,323,758

Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40

3,406,440

1,663,608

Mesa West Capital CDO Ltd. Series 2007-1A:

Class A1, 0.415% 2/25/47 (f)(h)

928,412

919,128

Class A2, 0.445% 2/25/47 (f)(h)

4,000,000

3,890,000

Asset-Backed Securities - continued

 

Principal
Amount

Value

N-Star Real Estate CDO Ltd. Series 1A Class B1, 1.9044% 8/28/38 (f)(h)

$ 513,869

$ 515,153

Residential Asset Securities Corp. Series 2003-KS10 Class MI3, 6.41% 12/25/33

219,321

138,569

Wachovia Ltd./Wachovia LLC:

Series 2006-1 Class 1ML, 5.7326% 9/25/26 (f)(h)

2,432,000

1,702,400

Series 2006-1A:

Class B, 0.5926% 9/25/26 (f)(h)

1,155,844

1,135,039

Class C, 0.7626% 9/25/26 (f)(h)

3,250,000

3,175,250

Class D, 0.8626% 9/25/26 (f)(h)

460,000

437,230

Class E, 0.9626% 9/25/26 (f)(h)

1,220,000

1,150,460

Class F, 1.3826% 9/25/26 (f)(h)

2,408,000

2,233,420

Class G, 1.5826% 9/25/26 (f)(h)

1,343,000

1,239,589

Class H, 1.8826% 9/25/26 (f)(h)

3,486,000

3,208,863

TOTAL ASSET-BACKED SECURITIES

(Cost $24,611,744)


25,913,647

Collateralized Mortgage Obligations - 0.5%

 

Private Sponsor - 0.5%

FREMF Mortgage Trust:

Series 2010-K6 Class B, 5.5329% 12/25/46 (f)(h)

811,000

896,755

Series 2010-K7 Class B, 5.618% 4/25/20 (f)(h)

2,605,000

2,909,665

Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (f)

158,171

165,553

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $3,422,868)


3,971,973

Commercial Mortgage Securities - 19.1%

 

Aventura Mall Trust Series 2013-AVM Class E, 3.8674% 12/5/32 (f)(h)

2,000,000

1,938,687

Banc of America Commercial Mortgage Trust Series 2005-1 Class CJ, 5.4665% 11/10/42 (h)

1,175,000

1,201,509

Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.152% 3/15/22 (f)(h)

387,059

340,987

Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.652% 8/15/17 (f)(h)

1,010,000

1,011,717

Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.6047% 3/11/39 (h)

2,432,000

2,507,699

Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.902% 8/15/26 (f)(h)

1,500,000

1,501,746

Commercial Mortgage Securities - continued

 

Principal
Amount

Value

CGBAM Commercial Mortgage Trust Series 2013-D Class D, 3.002% 5/15/30 (f)(h)

$ 2,250,000

$ 2,261,628

Chase Commercial Mortgage Securities Corp. Series 1998-1 Class H, 6.34% 5/18/30 (f)

1,621,000

1,728,138

Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.277% 9/10/46 (f)(h)

2,000,000

1,990,044

COMM Mortgage Trust:

Series 2013-CR10 Class D, 4.958% 8/10/46 (f)(h)

1,300,000

1,271,813

Series 2013-CR12 Class D, 5.2553% 10/10/46 (f)(h)

1,900,000

1,869,845

Series 2013-CR9 Class D, 4.4022% 7/10/45 (f)(h)

2,397,000

2,248,652

Series 2013-LC6 Class D, 4.4319% 1/10/46 (f)(h)

1,912,000

1,816,733

Series 2014-UBS2 Class D, 5.1831% 3/10/47 (f)(h)

537,000

514,733

COMM Mortgage Trust pass-thru certificates Series 2005-LP5 Class F, 5.4583% 5/10/43 (f)(h)

2,000,000

2,057,232

Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (f)

1,764,106

1,705,954

Commercial Mortgage Trust pass-thru certificates:

Series 2005-C6 Class AJ, 5.209% 6/10/44 (h)

2,000,000

2,070,378

Series 2012-CR1:

Class C, 5.5464% 5/15/45 (h)

3,000,000

3,317,613

Class D, 5.5464% 5/15/45 (f)(h)

1,350,000

1,380,740

Series 2012-CR2 Class D, 5.0196% 8/15/45 (f)(h)

500,000

518,911

Series 2012-LC4:

Class C, 5.8228% 12/10/44 (h)

780,000

871,914

Class D, 5.8228% 12/10/44 (f)(h)

2,830,000

2,975,043

Credit Suisse First Boston Mortgage Securities Corp. Series 1998-C2 Class F, 6.75% 11/15/30 (f)

581,006

601,183

DBUBS Mortgage Trust Series 2011-LC1A:

Class E, 5.7302% 11/10/46 (f)(h)

2,450,000

2,636,205

Class G, 4.652% 11/10/46 (f)

2,157,000

1,852,788

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31

83,422

83,338

Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (f)

2,000,000

2,043,656

Freddie Mac pass-thru certificates:

Series K011 Class X3, 2.6622% 12/25/43 (h)(i)

4,947,000

703,414

Series K012 Class X3, 2.366% 1/25/41 (h)(i)

2,846,999

362,588

Series K013 Class X3, 2.8852% 1/25/43 (h)(i)

4,806,000

753,350

G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (f)

5,100

5,100

GCCFC Commercial Mortgage Trust Series 2005-GG3 Class B, 4.894% 8/10/42 (h)

885,000

897,694

GMAC Commercial Mortgage Securities, Inc.:

Series 1997-C2 Class G, 6.75% 4/15/29 (h)

628,000

680,576

Commercial Mortgage Securities - continued

 

Principal
Amount

Value

GMAC Commercial Mortgage Securities, Inc.: - continued

Series 2000-C1 Class K, 7% 3/15/33

$ 11,872

$ 12,003

GP Portfolio Trust Series 2014-GPP Class E, 4.002% 2/15/27 (f)(h)

615,000

615,646

GS Mortgage Securities Trust:

Series 2010-C2 Class D, 5.3978% 12/10/43 (f)(h)

2,000,000

2,088,320

Series 2012-GC6 Class C, 5.8259% 1/10/45 (f)(h)

2,400,000

2,686,335

Series 2012-GCJ7:

Class C, 5.9067% 5/10/45 (h)

3,500,000

3,912,736

Class D, 5.9067% 5/10/45 (f)(h)

2,500,000

2,644,356

Class E, 5% 5/10/45 (f)

1,760,000

1,613,591

Series 2013-GC16 Class D, 5.323% 11/10/46 (f)(h)

3,000,000

3,042,552

Hilton U.S.A. Trust Series 2013-HLT Class EFX, 5.6086% 11/5/30 (f)(h)

4,250,000

4,373,360

Invitation Homes Trust floater Series 2013-SFR1:

Class E, 2.9% 12/17/30 (f)(h)

1,500,000

1,470,293

Class F, 3.9% 12/17/30 (f)(h)

1,750,000

1,730,195

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2003-C1 Class F, 6.1573% 1/12/37 (f)(h)

756,000

762,962

Series 2009-IWST Class D, 7.6935% 12/5/27 (f)(h)

2,779,000

3,389,616

Series 2010-CNTM Class MZ, 8.5% 8/5/20 (f)

2,620,000

2,733,487

Series 2010-CNTR Class D, 6.3899% 8/5/32 (f)(h)

1,216,000

1,379,283

Series 2012-CBX Class C, 5.358% 6/15/45 (h)

1,240,000

1,354,146

JPMorgan Chase Commercial Mortgage Securities Trust:

floater:

Series 2013-JWRZ Class E, 3.892% 4/15/30 (f)(h)

1,280,000

1,277,589

Series 2014-FBLU Class E, 3.6518% 12/15/28 (f)(h)

2,000,000

2,000,802

Series 2014-INN:

Class E, 3.751% 6/15/29 (f)(h)

662,000

662,408

Class F, 4.152% 6/15/29 (f)(h)

662,000

662,620

Series 2005-LDP2 Class C, 4.911% 7/15/42 (h)

4,000,000

4,038,004

Series 2011-C4 Class E, 5.5765% 7/15/46 (f)(h)

1,390,000

1,504,726

LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (f)

34,540

34,610

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2005-C3 Class AJ, 4.843% 7/15/40

4,760,000

4,874,997

Series 2005-C7 Class AJ, 5.323% 11/15/40 (h)

1,240,000

1,294,150

Series 2005-C1 Class E, 4.924% 2/15/40

1,000,000

1,008,275

Series 2006-C4 Class AJ, 6.0494% 6/15/38 (h)

2,511,000

2,663,536

Commercial Mortgage Securities - continued

 

Principal
Amount

Value

LSTAR Commercial Mortgage Trust Series 2011-1:

Class B, 5.3288% 6/25/43 (f)(h)

$ 1,091,789

$ 1,094,183

Class D, 5.3288% 6/25/43 (f)(h)

1,564,000

1,579,466

Mach One Trust LLC Series 2004-1A Class H, 6.2679% 5/28/40 (f)(h)

540,000

554,850

Mezz Capital Commercial Mortgage Trust sequential payer Series 2004-C2 Class A, 5.318% 10/15/40 (f)

1,243,336

1,243,336

Morgan Stanley BAML Trust:

Series 2012-C6 Class D, 4.8181% 11/15/45 (f)(h)

2,000,000

2,041,958

Series 2013-C12 Class D, 4.935% 10/15/46 (f)

1,500,000

1,457,870

Series 2013-C13 Class D, 5.0592% 11/15/46 (f)(h)

2,500,000

2,441,438

Series 2013-C7 Class E, 4.4423% 2/15/46 (f)(h)

1,490,000

1,303,187

Morgan Stanley Capital I Trust:

sequential payer:

Series 2006-HQ10 Class AM, 5.36% 11/12/41

3,769,000

4,075,401

Series 2012-C4 Class E, 5.7094% 3/15/45 (f)(h)

2,250,000

2,314,595

Series 1997-RR Class F, 7.4306% 4/30/39 (f)(h)

185,103

195,746

Series 1998-CF1 Class G, 7.35% 7/15/32 (f)

1,799,392

1,463,728

Series 2006-IQ12 Class AMFX, 5.37% 12/15/43

3,242,000

3,497,181

Series 2011-C1 Class C, 5.4187% 9/15/47 (f)(h)

2,000,000

2,213,685

Series 2011-C2:

Class D, 5.4817% 6/15/44 (f)(h)

1,532,000

1,658,434

Class E, 5.4817% 6/15/44 (f)(h)

1,946,000

2,047,626

Class F, 5.4817% 6/15/44 (f)(h)

1,467,000

1,393,085

Class XB, 0.534% 6/15/44 (f)(h)(i)

51,641,000

1,451,783

Series 2011-C3 Class C, 5.3556% 7/15/49 (f)(h)

2,000,000

2,184,086

Series 2012-C4 Class D, 5.7094% 3/15/45 (f)(h)

1,640,000

1,766,651

Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (f)

1,164,600

1,496,277

RBSCF Trust Series 2010-MB1 Class D, 4.9832% 4/15/24 (f)(h)

2,687,000

2,733,547

SCG Trust Series 2013-SRP1 Class D, 3.4955% 11/15/26 (f)(h)

1,000,000

972,044

TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (f)

2,026,000

2,144,762

UBS Commercial Mortgage Trust Series 2007-FL1 Class F, 0.727% 7/15/24 (f)(h)

1,459,000

1,457,830

UBS-BAMLL Trust Series 12-WRM Class D, 4.3793% 6/10/30 (f)(h)

1,460,000

1,410,678

Wachovia Bank Commercial Mortgage Trust:

Series 2004-C10 Class E, 4.931% 2/15/41

1,391,149

1,392,278

Series 2004-C12 Class D, 5.6311% 7/15/41 (h)

905,289

907,504

Commercial Mortgage Securities - continued

 

Principal
Amount

Value

WF-RBS Commercial Mortgage Trust:

Series 2011-C3:

Class C, 5.335% 3/15/44 (f)

$ 2,100,000

$ 2,303,259

Class D, 5.723% 3/15/44 (f)(h)

1,000,000

1,060,813

Series 2011-C5:

Class C, 5.823% 11/15/44 (f)(h)

1,250,000

1,399,994

Class F, 5.25% 11/15/44 (f)(h)

2,000,000

1,861,352

Series 2012-C10 Class E, 4.6077% 12/15/45 (f)(h)

910,000

788,975

Series 2012-C7 Class D, 5.0019% 6/15/45 (f)(h)

620,000

645,511

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $141,069,441)


158,105,319

Bank Loan Obligations - 6.6%

 

CONSUMER DISCRETIONARY - 2.3%

Hotels, Restaurants & Leisure - 1.9%

BRE Select Hotels Corp. 5.892% 5/9/18 (h)

2,236,155

2,236,155

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (h)

3,233,750

3,225,666

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (h)

1,555,000

1,555,000

CityCenter Holdings LLC Tranche B, term loan 4.25% 10/16/20 (h)

350,067

349,192

Cooper Hotel Group 12% 11/6/17

2,323,517

2,439,693

Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (h)

100,000

100,500

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (h)

4,321,579

4,299,971

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (h)

1,370,714

1,357,007

 

15,563,184

Media - 0.2%

CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (h)

1,705,000

1,692,213

Multiline Retail - 0.1%

JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (h)

623,700

629,382

Bank Loan Obligations - continued

 

Principal
Amount

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.1%

The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (h)

$ 1,339,600

$ 1,341,275

TOTAL CONSUMER DISCRETIONARY

19,226,054

FINANCIALS - 2.0%

Diversified Financial Services - 1.1%

Blackstone 9.98% 10/1/17

7,372,895

7,520,353

Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (h)

994,990

978,204

Pilot Travel Centers LLC Tranche B 2LN, term loan 4.25% 8/7/19 (h)

654,039

656,525

 

9,155,082

Real Estate Investment Trusts - 0.3%

Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (h)

2,474,937

2,465,656

Real Estate Management & Development - 0.6%

CBRE Group, Inc. Tranche B, term loan 2.9015% 3/28/21 (h)

878,875

874,481

Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (h)

117,069

116,923

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (h)

4,129,902

4,088,603

 

5,080,007

Thrifts & Mortgage Finance - 0.0%

Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (h)

212,313

212,313

TOTAL FINANCIALS

16,913,058

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

Community Health Systems, Inc.:

Tranche D, term loan 4.25% 1/27/21 (h)

284,354

285,065

Tranche E, term loan 3.4776% 1/25/17 (h)

106,686

106,820

ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (h)

1,500,000

1,516,875

Skilled Healthcare Group, Inc. term loan 7% 4/9/16 (h)

2,193,924

2,188,439

 

4,097,199

Bank Loan Obligations - continued

 

Principal
Amount

Value

INDUSTRIALS - 0.4%

Construction & Engineering - 0.4%

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (h)

$ 3,146,654

$ 3,142,721

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

Crown Castle Operating Co.:

Tranche A, term loan 1.905% 1/31/19 (h)

811,417

805,332

Tranche B 2LN, term loan 3% 1/31/21 (h)

1,956,322

1,956,322

SBA Senior Finance II, LLC term loan 3.25% 3/24/21 (h)

1,935,000

1,910,813

 

4,672,467

UTILITIES - 0.8%

Electric Utilities - 0.5%

EquiPower Resources Holdings LLC Tranche C, term loan 4.25% 12/31/19 (h)

1,027,222

1,029,790

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (h)

994,815

999,789

La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (h)

1,858,261

1,865,322

 

3,894,901

Independent Power Producers & Energy Traders - 0.3%

Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (h)

1,990,000

1,990,000

Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (h)

994,975

957,663

 

2,947,663

TOTAL UTILITIES

6,842,564

TOTAL BANK LOAN OBLIGATIONS

(Cost $54,506,895)


54,894,063

Money Market Funds - 5.8%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

47,004,602

$ 47,004,602

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

850,050

850,050

TOTAL MONEY MARKET FUNDS

(Cost $47,854,652)


47,854,652

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $765,331,289)

827,373,972

NET OTHER ASSETS (LIABILITIES) - 0.2%

1,621,841

NET ASSETS - 100%

$ 828,995,813

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $170,708,423 or 20.6% of net assets.

(g) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(h) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(i) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 42,226

Fidelity Securities Lending Cash Central Fund

5,479

Total

$ 47,705

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 2,558,857

$ 2,558,857

$ -

$ -

Financials

318,025,963

313,685,377

4,340,586

-

Materials

628,648

628,648

-

-

Corporate Bonds

215,420,850

-

215,420,850

-

Asset-Backed Securities

25,913,647

-

25,913,647

-

Collateralized Mortgage Obligations

3,971,973

-

3,971,973

-

Commercial Mortgage Securities

158,105,319

-

155,398,255

2,707,064

Bank Loan Obligations

54,894,063

-

42,597,362

12,296,701

Money Market Funds

47,854,652

47,854,652

-

-

Total Investments in Securities:

$ 827,373,972

$ 364,727,534

$ 447,642,673

$ 15,003,765

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities

Other Investments in Securities:

Beginning Balance

$ 9,851,266

Net Realized Gain (Loss) on Investment Securities

115,822

Net Unrealized Gain (Loss) on Investment Securities

(111,657)

Cost of Purchases

5

Proceeds of Sales

(3,332,373)

Amortization/Accretion

427,960

Transfers into Level 3

-

Transfers out of Level 3

(4,243,959)

Ending Balance

$ 2,707,064

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ 46,742

Bank Loan Obligations

Beginning Balance

$ 18,529,024

Net Realized Gain (Loss) on Investment Securities

34,993

Net Unrealized Gain (Loss) on Investment Securities

(124,006)

Cost of Purchases

-

Proceeds of Sales

(6,227,608)

Amortization/Accretion

(17,702)

Transfers into Level 3

102,000

Transfers out of Level 3

-

Ending Balance

$ 12,296,701

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2014

$ (212,435)

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

0.7%

AAA,AA,A

5.9%

BBB

15.1%

BB

10.9%

B

12.3%

CCC,CC,C

1.2%

Not Rated

9.2%

Equities

38.7%

Short-Term Investments and Net Other Assets

6.0%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $820,097) - See accompanying schedule:

Unaffiliated issuers (cost $717,476,637)

$ 779,519,320

 

Fidelity Central Funds (cost $47,854,652)

47,854,652

 

Total Investments (cost $765,331,289)

 

$ 827,373,972

Cash

 

45,420

Receivable for investments sold

858,634

Receivable for fund shares sold

60,669

Dividends receivable

284,396

Interest receivable

4,624,621

Distributions receivable from Fidelity Central Funds

4,168

Other receivables

1,803

Total assets

833,253,683

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 1,660,065

Delayed delivery

495,000

Payable for fund shares redeemed

709,446

Accrued management fee

381,236

Other affiliated payables

86,792

Other payables and accrued expenses

75,281

Collateral on securities loaned, at value

850,050

Total liabilities

4,257,870

 

 

 

Net Assets

$ 828,995,813

Net Assets consist of:

 

Paid in capital

$ 739,259,804

Undistributed net investment income

9,105,015

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

18,588,316

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

62,042,678

Net Assets

$ 828,995,813

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

July 31, 2014

 

 

 

Series Real Estate Income:
Net Asset Value
, offering price and redemption price per share ($409,084,491 ÷ 35,650,440 shares)

$ 11.47

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($419,911,322 ÷ 36,584,824 shares)

$ 11.48

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

  

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends

 

$ 15,550,027

Interest

 

32,681,195

Income from Fidelity Central Funds

 

47,705

Total income

 

48,278,927

 

 

 

Expenses

Management fee

$ 4,488,540

Transfer agent fees

678,285

Accounting and security lending fees

357,525

Custodian fees and expenses

19,183

Independent trustees' compensation

3,350

Audit

86,216

Legal

2,562

Miscellaneous

6,856

Total expenses before reductions

5,642,517

Expense reductions

(6,556)

5,635,961

Net investment income (loss)

42,642,966

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

24,118,639

Foreign currency transactions

(615)

Total net realized gain (loss)

 

24,118,024

Change in net unrealized appreciation (depreciation) on:

Investment securities

(161,301)

Assets and liabilities in foreign currencies

(5)

Total change in net unrealized appreciation (depreciation)

 

(161,306)

Net gain (loss)

23,956,718

Net increase (decrease) in net assets resulting from operations

$ 66,599,684

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 42,642,966

$ 45,904,082

Net realized gain (loss)

24,118,024

16,876,013

Change in net unrealized appreciation (depreciation)

(161,306)

12,483,054

Net increase (decrease) in net assets resulting
from operations

66,599,684

75,263,149

Distributions to shareholders from net investment income

(42,834,154)

(44,907,661)

Distributions to shareholders from net realized gain

(17,262,908)

(10,435,441)

Total distributions

(60,097,062)

(55,343,102)

Share transactions - net increase (decrease)

15,810,740

83,757,064

Total increase (decrease) in net assets

22,313,362

103,677,111

 

 

 

Net Assets

Beginning of period

806,682,451

703,005,340

End of period (including undistributed net investment income of $9,105,015 and undistributed net investment income of $9,002,217, respectively)

$ 828,995,813

$ 806,682,451

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series Real Estate Income

Years ended July 31,

2014

2013

2012G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 11.41

$ 11.10

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .58

  .67

  .47

Net realized and unrealized gain (loss)

  .31

  .46

  .97

Total from investment operations

  .89

  1.13

  1.44

Distributions from net investment income

  (.59)

  (.66)

  (.33)

Distributions from net realized gain

  (.24)

  (.16)

  (.01)

Total distributions

  (.83)

  (.82)

  (.34)

Net asset value, end of period

$ 11.47

$ 11.41

$ 11.10

Total ReturnB, C

  8.33%

  10.50%

  14.67%

Ratios to Average Net Assets E, H

 

 

 

Expenses before reductions

  .77%

  .79%

  .80%A

Expenses net of fee waivers, if any

  .77%

  .79%

  .80%A

Expenses net of all reductions

  .77%

  .79%

  .80%A

Net investment income (loss)

  5.15%

  5.85%

  5.70%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 409,084

$ 415,192

$ 416,151

Portfolio turnover rateF

  33%

  25%

  29% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended July 31,

2014

2013

2012G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 11.41

$ 11.11

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .60

  .69

  .48

Net realized and unrealized gain (loss)

  .32

  .45

  .98

Total from investment operations

  .92

  1.14

  1.46

Distributions from net investment income

  (.60)

  (.68)

  (.34)

Distributions from net realized gain

  (.24)

  (.16)

  (.01)

Total distributions

  (.85)I

  (.84)

  (.35)

Net asset value, end of period

$ 11.48

$ 11.41

$ 11.11

Total ReturnB, C

  8.60%

  10.60%

  14.89%

Ratios to Average Net Assets E, H

 

 

 

Expenses before reductions

  .61%

  .61%

  .62%A

Expenses net of fee waivers, if any

  .61%

  .61%

  .62%A

Expenses net of all reductions

  .61%

  .61%

  .62%A

Net investment income (loss)

  5.32%

  6.02%

  5.88%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 419,911

$ 391,490

$ 286,854

Portfolio turnover rateF

  33%

  25%

  29% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Total distributions of $.85 per share is comprised of distributions from net investment income of $.604 and distributions from net realized gain of $.242 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Series Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Real Estate Income and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

categorized as Level 3 in the hierarchy. The market approach generally consists of using comparable market transactions while the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and bank loan obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type

Fair Value at
07/31/14

Valuation
Technique (s)

Unobservable
Input

Amount or Range /
Weighted Average

Impact to
Valuation from an Increase
in Input
*

Bank Loan Obligations

$ 12,196,201

Discounted
cash flow

Yield

2.1% - 10.5% / 4.5%

Decrease

Commercial Mortgage Securities

$ 2,707,064

Discounted
cash flow

Yield

2.1%

Decrease

 

 

Market
comparable

Spread

13.0%

Decrease

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type

Fair Value at
07/31/14

Valuation
Technique (s)

Unobservable
Input

Amount or Range /
Weighted Average

Impact to
Valuation from an Increase
in Input
*

Corporate Bonds

$ -

Expected
distribution

Recovery rate

0.0%

Increase

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding
input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or
lower fair value measurements.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), equity-debt classifications and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 66,484,843

Gross unrealized depreciation

(4,601,869)

Net unrealized appreciation (depreciation) on securities

$ 61,882,974

 

 

Tax Cost

$ 765,490,998

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 12,797,886

Undistributed long-term capital gain

$ 15,135,572

Net unrealized appreciation (depreciation) on securities and other investments

$ 61,882,969

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 47,449,028

$ 54,427,784

Long-term Capital Gains

12,648,034

915,318

Total

$ 60,097,062

$ 55,343,102

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $251,776,461 and $254,847,266, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Real Estate Income, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Series Real Estate Income

$ 678,285

.17

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $2,673 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,388 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

Notes to Financial Statements - continued

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is maintained at the Fund's custodian and/or invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $5,479. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $6,110 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $446.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Series Real Estate Income

$ 21,286,598

$ 24,942,481

Class F

21,547,556

19,965,180

Total

$ 42,834,154

$ 44,907,661

Annual Report

9. Distributions to Shareholders - continued

Years ended July 31,

2014

2013

From net realized gain

 

 

Series Real Estate Income

$ 8,798,960

$ 6,141,225

Class F

8,463,948

4,294,216

Total

$ 17,262,908

$ 10,435,441

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Series Real Estate Income

 

 

 

 

Shares sold

5,096,461

7,016,602

$ 56,759,758

$ 79,894,286

Reinvestment of distributions

2,752,035

2,775,858

30,085,558

31,083,706

Shares redeemed

(8,601,530)

(10,869,294)

(95,963,309)

(123,967,802)

Net increase (decrease)

(753,034)

(1,076,834)

$ (9,117,993)

$ (12,989,810)

Class F

 

 

 

 

Shares sold

7,066,532

9,486,077

$ 79,103,585

$ 108,393,021

Reinvestment of distributions

2,743,696

2,161,262

30,011,504

24,259,396

Shares redeemed

(7,540,879)

(3,157,748)

(84,186,356)

(35,905,543)

Net increase (decrease)

2,269,349

8,489,591

$ 24,928,733

$ 96,746,874

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Series Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Real Estate Income Fund as of July 31, 2014, the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 22, 2014

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statements of Additional Information (SAIs) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Real Estate Income Fund or 1-800-835-5092 for Class F.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Advisory Board Members and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Christopher S. Bartel (1971)

Year of Election or Appointment: 2011

Vice President

 

Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2011

Vice President

 

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Series Real Estate Income Fund voted to pay shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Real Estate Income

09/08/14

09/05/14

$0.160

$0.259

Class F

09/08/14

09/05/14

$0.165

$0.259

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $19,511,252, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.03% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Real Estate Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved.  In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following:  general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-year period, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Series Real Estate Income Fund

kui220491

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Real Estate Income Fund

kui220493

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Annual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is offered only to other Fidelity funds, it continues to incur investment management expenses. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SRE-ANN-0914
1.924310.102

Item 2. Code of Ethics

As of the end of the period, July 31, 2014, Fidelity Securities Fund (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Blue Chip Growth Fund, Fidelity OTC Portfolio, Fidelity Real Estate Income Fund, Fidelity Series Blue Chip Growth Fund, Fidelity Series Real Estate Equity Fund, Fidelity Series Real Estate Income Fund, and Fidelity Series Small Cap Opportunities Fund (the "Funds"):

Services Billed by Deloitte Entities

July 31, 2014 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Blue Chip Growth Fund

$52,000

$-

$5,300

$4,200

Fidelity OTC Portfolio

$44,000

$-

$5,800

$2,600

Fidelity Real Estate Income Fund

$154,000

$-

$6,800

$1,400

Fidelity Series Blue Chip Growth Fund

$38,000

$-

$5,000

$1,400

Fidelity Series Real Estate Equity Fund

$38,000

$-

$5,800

$800

Fidelity Series Real Estate Income Fund

$74,000

$-

$5,800

$700

Fidelity Series Small Cap Opportunities Fund

$47,000

$-

$4,800

$1,500

July 31, 2013 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Blue Chip Growth Fund

$53,000

$-

$4,800

$3,300

Fidelity OTC Portfolio

$45,000

$-

$5,800

$1,700

Fidelity Real Estate Income Fund

$156,000

$-

$7,500

$1,000

Fidelity Series Blue Chip Growth Fund

$-

$-

$-

$-

Fidelity Series Real Estate Equity Fund

$38,000

$-

$5,800

$600

Fidelity Series Real Estate Income Fund

$74,000

$-

$5,800

$600

Fidelity Series Small Cap Opportunities Fund

$47,000

$-

$4,800

$900

A Amounts may reflect rounding.

B Fidelity Series Blue Chip Growth Fund commenced operations on November 7, 2013.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Blue Chip Value Fund, Fidelity Dividend Growth Fund, Fidelity Growth & Income Portfolio, Fidelity Leveraged Company Stock Fund, Fidelity Small Cap Growth Fund, and Fidelity Small Cap Value Fund (the "Funds"):

Services Billed by PwC

July 31, 2014 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Blue Chip Value Fund

$51,000

$-

$3,400

$1,700

Fidelity Dividend Growth Fund

$66,000

$-

$4,400

$4,600

Fidelity Growth & Income Portfolio

$72,000

$-

$6,100

$4,200

Fidelity Leveraged Company Stock Fund

$56,000

$-

$4,500

$3,500

Fidelity Small Cap Growth Fund

$52,000

$-

$3,600

$2,200

Fidelity Small Cap Value Fund

$54,000

$-

$3,400

$2,800

July 31, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Blue Chip Value Fund

$50,000

$-

$3,500

$1,600

Fidelity Dividend Growth Fund

$65,000

$-

$3,500

$4,400

Fidelity Growth & Income Portfolio

$71,000

$-

$7,200

$3,800

Fidelity Leveraged Company Stock Fund

$54,000

$-

$4,600

$3,100

Fidelity Small Cap Growth Fund

$51,000

$-

$3,300

$2,200

Fidelity Small Cap Value Fund

$54,000

$-

$3,300

$2,800

A Amounts may reflect rounding.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

July 31, 2014A,B

July 31, 2013A,B

Audit-Related Fees

$355,000

$915,000

Tax Fees

$-

$-

All Other Fees

$745,000

$765,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Series Blue Chip Growth Fund's commencement of operations.

Services Billed by PwC

 

July 31, 2014A

July 31, 2013A

Audit-Related Fees

$5,975,000

$4,295,000

Tax Fees

$50,000

$-

All Other Fees

$-

$-

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

July 31, 2014 A, B

July 31, 2013 A, B

PwC

$7,230,000

$5,105,000

Deloitte Entities

$1,985,000

$1,820,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Series Blue Chip Growth Fund's commencement of operations.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Securities Fund

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

September 25, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

September 25, 2014

By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

September 25, 2014