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 811-2546

Fidelity Commonwealth Trust
(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:	November 30
Date of reporting period:	November 30, 2013

Item 1. Reports to Stockholders

Fidelity® Series

100 Index

Fund

Annual Report

November 30, 2013

(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 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 November 30, 2013	Past 1 year	Past 5 years	Life of fund A
Fidelity® Series 100 Index Fund	27.56%	15.82%	5.62%

^A From March 29, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series 100 Index Fund, a class of the fund, on March 29, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 100® Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Market Recap: With the current bull run nearing the five-year mark, equity benchmarks ripped up old records during the 12 months ending November 30, 2013. Gains were fueled by strengthening U.S. economic data, as well as generally improving economies and accommodative monetary policies worldwide. The broad S&P 500® Index reached new peaks in its 30.30% climb for the period, and the blue-chip Dow Jones Industrial Average^SM surpassed historic milestones en route to a 26.63% gain. The Nasdaq Composite Index®, up 36.73% amid a resurgence in growth-oriented stocks, closed above 4,000 for the first time since 2000. Shedding anxiety over the 2012 U.S. presidential election - and apparently confident that the federal debt-ceiling debate would be resolved - markets rose from period start through late May. News that the U.S. Federal Reserve was considering an end to its stimulative bond-buying kept stocks in flux over the summer but, by September, the Fed had set aside any imminent tapering. Despite jitters over a potential U.S. military strike in Syria and, later, an October budget impasse that briefly shuttered the federal government, volatility was subdued heading into the holidays, with investor optimism helping many markets home in on all-time highs at period end. Elsewhere, non-U.S. developed-market equities saw similar results, with the MSCI® EAFE® Index adding 24.97%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Series 100 Index Fund: For the year, the fund rose 27.56%, compared with 27.70% for the benchmark S&P 100® Index. On an absolute basis, the top individual contributor was Internet search leader Google, whose stock was up more than 50%. Also in the information technology sector - a group that gained roughly 19% - software maker Microsoft enjoyed good share-price growth. In health care - which added 36% - drug manufacturers Johnson & Johnson and Pfizer and biotechnology stock Gilead Sciences added value. Financials - the best-performing sector in the index, gaining 42% - was lifted by such large institutions as JPMorgan Chase, Bank of America, Wells Fargo and Citigroup. Industrial conglomerate General Electric also helped. In contrast, consumer electronics and personal computer maker Apple - the largest component of the index - was the biggest absolute detractor; the stock corrected sharply in the first five months of the period before making back most of its losses in subsequent months. Other technology stocks, such as IBM, online auction provider eBay and network-storage company EMC, lagged. Utilities, with a 1% return, was the weakest-performing sector in the index. Utility company Exelon did particularly poorly, with its shares plunging on a weak revenue outlook.

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 (June 1, 2013 to November 30, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

	Annualized Expense Ratio B	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Actual	.13%	$ 1,000.00	$ 1,111.40	$ .69 C
Hypothetical A		$ 1,000.00	$ 1,024.42	$ .66 C

^A 5% return per year before expenses

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

^C If fees and changes to the Fund's contractual expenses effective August 1, 2013, had been in effect during the entire period, the annualized expense ratio would have been 0.10% and the expenses paid in the actual and hypothetical examples above would been $0.53 and $0.51, respectively.

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.1	4.6
Exxon Mobil Corp.	4.1	4.4
Google, Inc. Class A	2.9	2.5
Microsoft Corp.	2.9	2.9
General Electric Co.	2.7	2.6
Johnson & Johnson	2.7	2.6
Chevron Corp.	2.4	2.6
Procter & Gamble Co.	2.3	2.3
JPMorgan Chase & Co.	2.1	2.3
Wells Fargo & Co.	2.1	2.2
	29.3
Market Sectors as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	22.0	22.1
Financials	15.1	14.8
Health Care	12.6	12.4
Consumer Staples	11.6	12.2
Energy	11.3	12.0
Consumer Discretionary	10.4	9.8
Industrials	10.3	9.6
Telecommunication Services	3.3	3.6
Materials	2.0	2.0
Utilities	0.8	0.9

Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value
CONSUMER DISCRETIONARY - 10.4%
Automobiles - 1.0%
Ford Motor Co.	1,063,853		$ 18,170,609
General Motors Co. (a)	254,162		9,843,694
			28,014,303
Hotels, Restaurants & Leisure - 1.6%
McDonald's Corp.	269,941		26,284,155
Starbucks Corp.	202,905		16,528,641
			42,812,796
Internet & Catalog Retail - 1.5%
Amazon.com, Inc. (a)	99,934		39,336,021
Media - 3.7%
Comcast Corp. Class A	706,271		35,221,735
The Walt Disney Co. (d)	448,636		31,646,783
Time Warner, Inc.	248,435		16,324,664
Twenty-First Century Fox, Inc. Class A	536,345		17,962,194
			101,155,376
Multiline Retail - 0.4%
Target Corp.	170,427		10,895,398
Specialty Retail - 1.6%
Home Depot, Inc.	386,812		31,204,124
Lowe's Companies, Inc.	284,021		13,485,317
			44,689,441
Textiles, Apparel & Luxury Goods - 0.6%
NIKE, Inc. Class B	201,959		15,983,035
TOTAL CONSUMER DISCRETIONARY			282,886,370
CONSUMER STAPLES - 11.6%
Beverages - 2.8%
PepsiCo, Inc.	416,454		35,173,705
The Coca-Cola Co.	1,029,517		41,376,288
			76,549,993
Food & Staples Retailing - 3.2%
Costco Wholesale Corp.	117,921		14,790,831
CVS Caremark Corp.	331,704		22,210,900
Wal-Mart Stores, Inc.	439,546		35,607,621
Walgreen Co.	234,771		13,898,443
			86,507,795
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 0.6%
Mondelez International, Inc.	480,844		$ 16,122,699
Household Products - 2.9%
Colgate-Palmolive Co.	237,981		15,661,530
Procter & Gamble Co.	739,565		62,286,164
			77,947,694
Tobacco - 2.1%
Altria Group, Inc.	541,263		20,015,906
Philip Morris International, Inc.	437,067		37,386,711
			57,402,617
TOTAL CONSUMER STAPLES			314,530,798
ENERGY - 11.3%
Energy Equipment & Services - 1.9%
Halliburton Co.	228,338		12,028,846
National Oilwell Varco, Inc.	115,445		9,408,768
Schlumberger Ltd.	357,307		31,593,085
			53,030,699
Oil, Gas & Consumable Fuels - 9.4%
Anadarko Petroleum Corp.	135,749		12,057,226
Apache Corp.	109,047		9,976,710
Chevron Corp.	521,717		63,879,029
ConocoPhillips Co.	330,256		24,042,637
Devon Energy Corp.	103,057		6,247,315
Exxon Mobil Corp.	1,188,600		111,110,328
Occidental Petroleum Corp.	217,586		20,661,967
The Williams Companies, Inc.	184,487		6,497,632
			254,472,844
TOTAL ENERGY			307,503,543
FINANCIALS - 15.1%
Capital Markets - 1.5%
Bank of New York Mellon Corp.	310,671		10,469,613
Goldman Sachs Group, Inc.	112,785		19,053,898
Morgan Stanley	375,502		11,753,213
			41,276,724
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - 2.8%
U.S. Bancorp	496,669		$ 19,479,358
Wells Fargo & Co.	1,304,789		57,436,812
			76,916,170
Consumer Finance - 1.2%
American Express Co.	250,546		21,496,847
Capital One Financial Corp.	158,063		11,322,053
			32,818,900
Diversified Financial Services - 7.5%
Bank of America Corp.	2,901,034		45,894,358
Berkshire Hathaway, Inc. Class B (a)	486,045		56,638,824
Citigroup, Inc.	821,187		43,457,216
JPMorgan Chase & Co.	1,016,470		58,162,413
			204,152,811
Insurance - 1.6%
Allstate Corp.	125,147		6,791,728
American International Group, Inc.	398,668		19,833,733
MetLife, Inc.	302,393		15,781,891
			42,407,352
Real Estate Investment Trusts - 0.5%
Simon Property Group, Inc.	83,801		12,557,580
TOTAL FINANCIALS			410,129,537
HEALTH CARE - 12.6%
Biotechnology - 2.0%
Amgen, Inc.	203,433		23,207,637
Gilead Sciences, Inc. (a)(d)	413,325		30,920,843
			54,128,480
Health Care Equipment & Supplies - 1.5%
Abbott Laboratories	419,670		16,027,197
Baxter International, Inc.	146,572		10,032,853
Medtronic, Inc.	269,353		15,439,314
			41,499,364
Health Care Providers & Services - 0.8%
UnitedHealth Group, Inc.	274,546		20,448,186
Pharmaceuticals - 8.3%
AbbVie, Inc.	428,123		20,742,559
Bristol-Myers Squibb Co.	444,567		22,841,852
Eli Lilly & Co.	267,725		13,445,150
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Johnson & Johnson	760,982		$ 72,034,556
Merck & Co., Inc.	790,228		39,377,061
Pfizer, Inc.	1,787,721		56,724,387
			225,165,565
TOTAL HEALTH CARE			341,241,595
INDUSTRIALS - 10.3%
Aerospace & Defense - 3.5%
General Dynamics Corp.	89,753		8,226,760
Honeywell International, Inc.	211,936		18,758,455
Lockheed Martin Corp.	72,798		10,313,293
Raytheon Co.	87,084		7,722,609
The Boeing Co.	187,429		25,162,343
United Technologies Corp.	227,940		25,269,428
			95,452,888
Air Freight & Logistics - 1.2%
FedEx Corp.	80,241		11,129,427
United Parcel Service, Inc. Class B	195,094		19,973,724
			31,103,151
Electrical Equipment - 0.5%
Emerson Electric Co.	192,949		12,925,654
Industrial Conglomerates - 3.6%
3M Co.	175,333		23,408,709
General Electric Co.	2,749,990		73,314,733
			96,723,442
Machinery - 0.5%
Caterpillar, Inc.	171,801		14,534,365
Road & Rail - 1.0%
Norfolk Southern Corp.	84,239		7,386,918
Union Pacific Corp.	125,255		20,296,320
			27,683,238
TOTAL INDUSTRIALS			278,422,738
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 22.0%
Communications Equipment - 2.4%
Cisco Systems, Inc.	1,447,813		$ 30,766,026
QUALCOMM, Inc.	463,227		34,084,243
			64,850,269
Computers & Peripherals - 6.1%
Apple, Inc.	245,327		136,418,986
EMC Corp.	561,906		13,401,458
Hewlett-Packard Co.	518,962		14,193,611
			164,014,055
Internet Software & Services - 3.5%
eBay, Inc. (a)	314,614		15,894,299
Google, Inc. Class A (a)	75,539		80,040,369
			95,934,668
IT Services - 4.2%
Accenture PLC Class A	174,133		13,490,084
IBM Corp.	278,056		49,961,102
MasterCard, Inc. Class A	28,013		21,312,571
Visa, Inc. Class A	139,392		28,360,696
			113,124,453
Semiconductors & Semiconductor Equipment - 1.7%
Intel Corp.	1,345,321		32,072,453
Texas Instruments, Inc.	297,357		12,786,351
			44,858,804
Software - 4.1%
Microsoft Corp.	2,046,945		78,050,013
Oracle Corp.	962,874		33,979,823
			112,029,836
TOTAL INFORMATION TECHNOLOGY			594,812,085
MATERIALS - 2.0%
Chemicals - 1.6%
E.I. du Pont de Nemours & Co.	249,361		15,305,778
Monsanto Co.	143,959		16,314,873
The Dow Chemical Co.	326,802		12,764,886
			44,385,537
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - 0.4%
Freeport-McMoRan Copper & Gold, Inc.	280,265		$ 9,722,393
TOTAL MATERIALS			54,107,930
TELECOMMUNICATION SERVICES - 3.3%
Diversified Telecommunication Services - 3.3%
AT&T, Inc.	1,434,163		50,496,879
Verizon Communications, Inc.	772,748		38,343,756
			88,840,635
UTILITIES - 0.8%
Electric Utilities - 0.8%
American Electric Power Co., Inc.	131,446		6,185,849
Exelon Corp.	231,303		6,224,364
Southern Co.	235,986		9,588,111
			21,998,324
TOTAL COMMON STOCKS (Cost $2,609,543,028)		2,694,473,555

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.09% 12/12/13 (e) (Cost $999,972)	$ 1,000,000	999,995

Money Market Funds - 1.4%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (b)	8,965,180		$ 8,965,180
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	29,212,200		29,212,200
TOTAL MONEY MARKET FUNDS (Cost $38,177,380)		38,177,380
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $2,648,720,380)			2,733,650,930
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(23,366,253)
NET ASSETS - 100%		$ 2,710,284,677

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
37 CME E-mini S&P 500 Index Contracts (United States)	Dec. 2013	$ 3,337,585	$ 43,425
27 CME S&P 500 Index Contracts (United States)	Dec. 2013	12,177,675	116,662
TOTAL EQUITY INDEX CONTRACTS		$ 15,515,260	$ 160,087

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

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) 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 $750,996.

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	$ 18,468
Fidelity Securities Lending Cash Central Fund	37,566
Total	$ 56,034

Other Information

The following is a summary of the inputs used, as of November 30, 2013, 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	$ 282,886,370	$ 282,886,370	$ -	$ -
Consumer Staples	314,530,798	314,530,798	-	-
Energy	307,503,543	307,503,543	-	-
Financials	410,129,537	410,129,537	-	-
Health Care	341,241,595	341,241,595	-	-
Industrials	278,422,738	278,422,738	-	-
Information Technology	594,812,085	594,812,085	-	-
Materials	54,107,930	54,107,930	-	-
Telecommunication Services	88,840,635	88,840,635	-	-
Utilities	21,998,324	21,998,324	-	-
U.S. Government and Government Agency Obligations	999,995	-	999,995	-
Money Market Funds	38,177,380	38,177,380	-	-
Total Investments in Securities:	$ 2,733,650,930	$ 2,732,650,935	$ 999,995	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 160,087	$ 160,087	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2013. 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)	$ 160,087	$ -
Total Value of Derivatives	$ 160,087	$ -

(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

	November 30, 2013
Assets
Investment in securities, at value (including securities loaned of $28,649,394) - See accompanying schedule: Unaffiliated issuers (cost $2,610,543,000)	$ 2,695,473,550
Fidelity Central Funds (cost $38,177,380)	38,177,380
Total Investments (cost $2,648,720,380)		$ 2,733,650,930
Receivable for fund shares sold		1,109,347
Dividends receivable		6,364,549
Distributions receivable from Fidelity Central Funds		3,921
Other receivables		1,586
Total assets		2,741,130,333
Liabilities
Payable for fund shares redeemed	1,416,753
Accrued management fee	107,530
Payable for daily variation margin for derivative instruments	2,087
Other affiliated payables	107,086
Collateral on securities loaned, at value	29,212,200
Total liabilities		30,845,656
Net Assets		$ 2,710,284,677
Net Assets consist of:
Paid in capital		$ 3,294,495,958
Accumulated undistributed net realized gain (loss) on investments		(669,301,918)
Net unrealized appreciation (depreciation) on investments		85,090,637
Net Assets, for 230,357,961 shares outstanding		$ 2,710,284,677
Net Asset Value, offering price and redemption price per share ($2,710,284,677 ÷ 230,357,961 shares)		$ 11.77

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

Annual Report

Statement of Operations

	Year ended November 30, 2013
Investment Income
Dividends		$ 59,349,072
Interest		1,447
Income from Fidelity Central Funds		56,034
Total income		59,406,553
Expenses
Management fee	$ 4,123,104
Transfer agent fees	153,888
Independent trustees' compensation	16,890
Interest	1,081
Miscellaneous	7,738
Total expenses before reductions	4,302,701
Expense reductions	(365,702)	3,936,999
Net investment income (loss)		55,469,554
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	46,442,908
Redemptions in-kind with affiliated entities	572,292,493
Futures contracts	3,626,672
Total net realized gain (loss)		622,362,073
Change in net unrealized appreciation (depreciation) on: Investment securities	(131,296,231)
Futures contracts	459,737
Total change in net unrealized appreciation (depreciation)		(130,836,494)
Net gain (loss)		491,525,579
Net increase (decrease) in net assets resulting from operations		$ 546,995,133

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

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Financial Statements - continued

Statement of Changes in Net Assets

	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 55,469,554	$ 159,288,044
Net realized gain (loss)	622,362,073	71,075,255
Change in net unrealized appreciation (depreciation)	(130,836,494)	929,655,891
Net increase (decrease) in net assets resulting from operations	546,995,133	1,160,019,190
Distributions to shareholders from net investment income	(209,886,783)	(129,639,109)
Share transactions Proceeds from sales of shares	660,899,049	2,133,947,895
Reinvestment of distributions	209,886,783	129,639,109
Cost of shares redeemed	(6,517,138,627)	(1,687,805,507)
Net increase (decrease) in net assets resulting from share transactions	(5,646,352,795)	575,781,497
Total increase (decrease) in net assets	(5,309,244,445)	1,606,161,578
Net Assets
Beginning of period	8,019,529,122	6,413,367,544
End of period (including undistributed net investment income of $0 and undistributed net investment income of $149,899,449, respectively)	$ 2,710,284,677	$ 8,019,529,122
Other Information Shares
Sold	59,244,955	222,489,890
Issued in reinvestment of distributions	21,167,619	14,782,110
Redeemed	(637,102,463)	(175,218,824)
Net increase (decrease)	(556,689,889)	62,053,176

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

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Financial Highlights

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.19	$ 8.85	$ 8.33	$ 8.05	$ 6.84
Income from Investment Operations
Net investment income (loss) B	.25	.21	.18	.17	.18
Net realized and unrealized gain (loss)	2.35	1.31	.51	.29	1.23
Total from investment operations	2.60	1.52	.69	.46	1.41
Distributions from net investment income	(1.02)	(.18)	(.17)	(.18)	(.20)
Net asset value, end of period	$ 11.77	$ 10.19	$ 8.85	$ 8.33	$ 8.05
Total Return A	27.56%	17.49%	8.34%	5.83%	21.29%
Ratios to Average Net Assets C, E
Expenses before reductions	.18%	.20%	.20%	.20%	.20%
Expenses net of fee waivers, if any	.17%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.17%	.20%	.20%	.20%	.20%
Net investment income (loss)	2.34%	2.17%	2.05%	2.06%	2.64%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,710,285	$ 8,019,529	$ 6,413,368	$ 5,796,424	$ 5,838,679
Portfolio turnover rate D	19%	10%	6%	6%	18%

^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 expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

1. Organization.

Fidelity Series 100 Index Fund (the Fund) is a fund of Fidelity Commonwealth Trust (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.

In September 2013, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of Class F on December 4, 2013.

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

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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

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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.

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. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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 November 30, 2013, 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. 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 and distributions from the Fidelity Central Funds are accrued as earned. Interest income

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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 November 30, 2013, 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 and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

Book-tax differences are primarily due to futures contracts, market discount, contributions in kind, redemptions in kind, 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	$ 429,623,465
Gross unrealized depreciation	(363,970,307)
Net unrealized appreciation (depreciation) on securities and other investments	$ 65,653,158
Tax Cost	$ 2,667,997,772

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Capital loss carryforward	$ (649,864,439)
Net unrealized appreciation (depreciation)	$ 65,653,158

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	$ (352,545,859)
2018	(297,318,580)
Total capital loss carryforward	$ (649,864,439)

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 209,886,783	$ 129,639,109

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 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 $3,626,672 and a change in net unrealized appreciation (depreciation) of $459,737 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 including in-kind transactions, other than short-term securities, aggregated $522,905,737 and $6,255,464,088, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. 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. Effective October 1, 2013, the Board of Trustees approved an amendment to the management contract to reduce the management fee from an annual rate of .20% to .05% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, (which excludes transfer agent fees) except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees. In addition, the management fee paid to the investment adviser by the Fund is reduced by an amount equal to the fees and expenses paid by the Fund to the independent Trustees. For the period, the total annual management fee rate was .17% of average net assets.

Effective October 1, 2013, the Board of Trustees also approved a new expense contract for Series 100 Index limiting the total expenses of the class to an annual rate of .10% of the class' average net assets, with certain exceptions. Under this expense contract, the investment adviser pays class-level expenses of Series 100 Index as necessary so that the total expenses do not exceed an annual rate of .10% of the class's average net assets, with certain exceptions.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by the investment adviser for providing these services.

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 the Fund. Effective October 1, 2013, the Board of Trustees approved an amendment to the transfer agent agreement between the Fund and FIIOC such that FIIOC receives transfer agent fees at an annual rate of .075% of average net assets of Series 100 Index. Prior to October 1, 2013, the investment adviser paid the transfer agent fees on behalf of the Fund under the terms of the management fee contract. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, the total transfer agent fees paid were as follows:

	Amount
Series 100 Index	$ 153,888

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	$ 31,360,000	.31%	$ 1,081

Redemptions In-Kind. During the period, 587,282,406 shares of the Fund held by affiliated entities were redeemed for investments with a value of $5,982,058,589. The net realized gain of $572,292,493 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. 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

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit - continued

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 $7,738 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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, 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 $37,566.

9. Expense Reductions.

Effective August 1, 2013, the investment adviser contractually agreed to reimburse Series 100 Index to the extent annual operating expenses exceeded .10% of the class' average net assets. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $365,622. Effective October 1, 2013, this expense limitation agreement was replaced by the new expense contract.

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 $80.

Annual Report

10. Other.

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

At the end of the period, 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 Commonwealth Trust and Shareholders of Fidelity Series 100 Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series 100 Index Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of November 30, 2013, 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 November 30, 2013, 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 100 Index Fund as of November 30, 2013, 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

January 14, 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 173 funds. Mr. Curvey oversees 396 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 247 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.

Annual Report

Trustees and Officers - continued

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

Board Structure and Oversight Function. 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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
Year of Election or Appointment: 2011 Trustee
	Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.
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 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.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2006 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as 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).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
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.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
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.
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 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series 100 Index Fund

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

The Board meets regularly and, 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, 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 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 2013 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 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 in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is a part of the Fidelity family of funds.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization.

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 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.

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 global and income-oriented solutions; (iv) 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; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. 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 a fund's benchmark index, over appropriate time periods taking into account relevant factors including the following:  general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; securities lending revenues; and fund cash flows and other factors. 

Annual Report

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 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 its benchmark index for the most recent one-, three-, and five-year periods, as shown below. A peer group comparison is not shown below.

Fidelity Series 100 Index Fund

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 management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. 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 ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for non-management expenses (including transfer agent fees, pricing and bookkeeping fees, and fees paid to non-affiliated custodians) from the fund's all-inclusive fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in non-management expenses.

Annual Report

Fidelity Series 100 Index Fund

The Board noted that the fund's hypothetical net management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

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 hypothetical net management fee as well as the fund's all-inclusive fee. The Board also considered other expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees, paid by FMR under the all-inclusive arrangement. 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 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 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. 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 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.

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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.

Geode Capital Management, LLC

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

HUN-ANN-0114
1.842443.106

Fidelity®

Nasdaq Composite Index®

Fund

Annual Report

November 30, 2013

(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.

Nasdaq®, OMX®, NASDAQ OMX®, Nasdaq Composite®, and The Nasdaq Stock Market®, Inc. are registered trademarks of The NASDAQ OMX Group, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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 November 30, 2013	Past 1 year	Past 5 years	Past 10 years
Fidelity® Nasdaq Composite Index® Fund	36.39%	22.60%	8.30%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite Index® Fund on November 30, 2003. 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.

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

Annual Report

Management's Discussion of Fund Performance

Market Recap: With the current bull run nearing the five-year mark, equity benchmarks ripped up old records during the 12 months ending November 30, 2013. Gains were fueled by strengthening U.S. economic data, as well as generally improving economies and accommodative monetary policies worldwide. The broad S&P 500® Index reached new peaks in its 30.30% climb for the period, and the blue-chip Dow Jones Industrial Average^SM surpassed historic milestones en route to a 26.63% gain. The Nasdaq Composite Index®, up 36.73% amid a resurgence in growth-oriented stocks, closed above 4,000 for the first time since 2000. Shedding anxiety over the 2012 U.S. presidential election - and apparently confident that the federal debt-ceiling debate would be resolved - markets rose from period start through late May. News that the U.S. Federal Reserve was considering an end to its stimulative bond-buying kept stocks in flux over the summer but, by September, the Fed had set aside any imminent tapering. Despite jitters over a potential U.S. military strike in Syria and, later, an October budget impasse that briefly shuttered the federal government, volatility was subdued heading into the holidays, with investor optimism helping many markets home in on all-time highs at period end. Elsewhere, non-U.S. developed-market equities saw similar results, with the MSCI® EAFE® Index adding 24.97%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Nasdaq Composite Index® Fund: For the year, the fund rose 36.39%, roughly in line with the Nasdaq index. On an absolute basis, the top individual contributors were software maker Microsoft and Internet search leader Google, whose shares were up roughly 47% and more than 50%, respectively. Social-networking company Facebook also helped, as the company saw increased profits from mobile advertising. In consumer discretionary - the strongest-performing sector of the period - online retailer Amazon.com helped, especially in late October after the company posted better-than-anticipated sales. Meanwhile, in health care - the next-best performing group - biotechnology companies Gilead Sciences, Celgene and Biogen Idec all contributed. In contrast, the biggest individual detractor was consumer electronics and personal computer maker Apple - by far the largest position in the index and fund - whose shares declined 3%. Other technology stocks, such as online auction provider eBay and voice-recognition software company Nuance Communications, hurt. Of final note, shares of Intuitive Surgical plummeted in July, as the maker of robotic surgical systems lost more than 15% in a single day on disappointing second-quarter financial results.

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, 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 (June 1, 2013 to November 30, 2013).

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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

	Annualized Expense RatioB	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Actual	.31%	$ 1,000.00	$ 1,181.90	$ 1.70
HypotheticalA		$ 1,000.00	$ 1,023.51	$ 1.57

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	8.2	7.8
Microsoft Corp.	5.2	5.4
Google, Inc. Class A	4.7	4.3
Amazon.com, Inc.	2.9	2.3
QUALCOMM, Inc.	2.1	2.0
Intel Corp.	1.9	2.2
Gilead Sciences, Inc.	1.9	1.5
Cisco Systems, Inc.	1.9	2.4
Comcast Corp. Class A	1.7	1.7
Amgen, Inc.	1.4	1.4
	31.9
Market Sectors as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	45.2	47.4
Consumer Discretionary	20.1	18.1
Health Care	14.9	13.9
Financials	7.0	6.7
Industrials	4.5	4.3
Consumer Staples	3.9	3.9
Telecommunication Services	1.5	1.2
Energy	1.2	1.3
Materials	0.8	0.8
Utilities	0.1	0.1
Asset Allocation (% of fund's net assets)
To match the Nasdaq Composite Index, Fidelity Nasdaq Composite Index Fund seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value
CONSUMER DISCRETIONARY - 20.1%
Auto Components - 0.3%
Ballard Power Systems, Inc. (a)(d)	6,442		$ 8,488
China Automotive Systems, Inc. (a)(d)	2,230		19,223
China XD Plastics Co. Ltd. (a)(d)	4,588		21,105
Dorman Products, Inc. (d)	3,747		186,526
Federal-Mogul Corp. Class A (a)(d)	16,298		334,435
Fox Factory Holding Corp.	3,550		65,249
Fuel Systems Solutions, Inc. (a)	2,518		34,396
Gentex Corp. (d)	16,632		495,800
Gentherm, Inc. (a)	4,079		98,549
Motorcar Parts of America, Inc. (a)	1,158		20,369
Quantum Fuel Systems Technologies Worldwide, Inc. (a)	2,441		16,770
Remy International, Inc.	5,067		117,706
Shiloh Industries, Inc.	4,105		95,154
SORL Auto Parts, Inc. (a)	1,464		6,032
Spartan Motors, Inc.	2,787		19,258
Strattec Security Corp.	415		18,621
The Goodyear Tire & Rubber Co.	27,383		609,546
			2,167,227
Automobiles - 0.3%
Kandi Technolgies, Inc. (a)(d)	3,592		25,755
Tesla Motors, Inc. (a)(d)	13,587		1,729,353
			1,755,108
Distributors - 0.2%
Core-Mark Holding Co., Inc.	1,602		118,260
LKQ Corp. (a)	33,278		1,103,166
Pool Corp.	4,785		268,151
VOXX International Corp. (a)	1,524		27,188
Weyco Group, Inc.	1,086		31,874
			1,548,639
Diversified Consumer Services - 0.3%
American Public Education, Inc. (a)(d)	1,702		76,913
Apollo Ed Group, Inc. Class A (non-vtg.) (a)	12,806		336,670
Ascent Capital Group, Inc. (a)	1,360		116,933
Cambium Learning Group, Inc. (a)	3,505		5,363
Capella Education Co. (d)	1,212		79,653
Career Education Corp. (a)	5,375		27,144
ChinaEdu Corp. sponsored ADR (a)	1,016		6,685
Collectors Universe, Inc.	712		11,812
Corinthian Colleges, Inc. (a)	7,598		12,765
Education Management Corp. (a)	14,662		169,346
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Grand Canyon Education, Inc. (a)(d)	5,154		$ 234,713
Houghton Mifflin Harcourt Co.	17,033		295,693
JTH Holding, Inc. Class A (a)(d)	3,685		89,730
Learning Tree International, Inc. (a)	1,097		3,083
Lincoln Educational Services Corp.	1,850		9,898
Matthews International Corp. Class A	2,914		122,913
National American University Holdings, Inc.	1,829		6,712
Outerwall, Inc. (a)(d)	2,977		203,627
Steiner Leisure Ltd. (a)	1,581		93,532
Stewart Enterprises, Inc. Class A	9,050		119,913
Strayer Education, Inc.	1,129		41,942
			2,065,040
Hotels, Restaurants & Leisure - 2.9%
AFC Enterprises, Inc. (a)	3,216		140,185
Ambassadors Group, Inc.	1,175		5,417
BJ's Restaurants, Inc. (a)(d)	2,772		82,162
Bloomin' Brands, Inc. (a)	13,915		364,573
Bob Evans Farms, Inc.	2,944		163,657
Bravo Brio Restaurant Group, Inc. (a)	2,791		44,572
Buffalo Wild Wings, Inc. (a)(d)	1,987		298,527
Caesars Acquisition Co. (a)(d)	14,000		170,240
Caesars Entertainment Corp. (a)(d)	13,762		281,295
Carrols Restaurant Group, Inc. (a)	1,559		10,445
Century Casinos, Inc. (a)	2,256		12,024
China Lodging Group Ltd. ADR (a)(d)	3,262		85,758
Churchill Downs, Inc.	1,815		163,078
Chuys Holdings, Inc. (a)	1,871		65,186
Cosi, Inc. (a)	499		823
Cracker Barrel Old Country Store, Inc. (d)	3,099		336,211
Del Frisco's Restaurant Group, Inc. (a)	2,911		61,626
Denny's Corp. (a)	7,593		54,670
Diversified Restaurant Holdings, Inc. (a)	7,414		41,963
Dunkin' Brands Group, Inc.	11,831		579,482
Einstein Noah Restaurant Group, Inc.	4,682		74,865
Empire Resorts, Inc. (a)(d)	3,268		16,209
Famous Dave's of America, Inc. (a)	1,074		21,555
Fiesta Restaurant Group, Inc. (a)(d)	2,187		107,097
Gaming Partners International Corp.	597		4,830
Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)	3,973		159,436
Iao Kun Group Hldng Co. Ltd.	4,200		13,272
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Icahn Enterprises LP	12,757		$ 1,544,490
Ignite Restaurant Group, Inc. (a)(d)	2,411		29,776
International Speedway Corp. Class A	3,385		116,207
Interval Leisure Group, Inc.	6,529		174,847
Isle of Capri Casinos, Inc. (a)	3,470		28,211
Jack in the Box, Inc. (a)	4,948		234,288
Jamba, Inc. (a)	1,132		13,358
Lakes Entertainment, Inc. (a)	2,346		9,267
Marriott International, Inc. Class A (d)	34,619		1,627,785
Melco Crown Entertainment Ltd. sponsored ADR (a)	20,598		733,083
Monarch Casino & Resort, Inc. (a)	1,459		25,897
Morgans Hotel Group Co. (a)	2,367		19,054
MTR Gaming Group, Inc. (a)	1,922		10,686
Multimedia Games Holding Co., Inc. (a)	3,356		97,324
Nathan's Famous, Inc. (a)(d)	496		26,159
Noodles & Co. (d)	2,332		94,749
Norwegian Cruise Line Holdings Ltd.	22,739		775,400
Panera Bread Co. Class A (a)	3,088		546,236
Papa John's International, Inc.	2,235		189,696
Penn National Gaming, Inc. (a)	8,408		121,412
PokerTek, Inc. (a)	228		253
Potbelly Corp.	2,850		79,444
Premier Exhibitions, Inc. (a)	3,637		4,292
Red Robin Gourmet Burgers, Inc. (a)	1,660		132,319
Rick's Cabaret International, Inc. (a)	1,724		17,878
Ruth's Hospitality Group, Inc.	3,483		50,086
Scientific Games Corp. Class A (a)	9,867		177,113
Sonic Corp. (a)	5,467		108,192
Starbucks Corp.	83,757		6,822,845
Texas Roadhouse, Inc. Class A	7,090		198,378
The Cheesecake Factory, Inc.	6,229		303,664
Town Sports International Holdings, Inc.	5,891		81,001
Wendy's Co.	44,848		386,141
Wynn Resorts Ltd.	11,133		1,846,631
			19,985,320
Household Durables - 0.3%
Bassett Furniture Industries, Inc.	931		14,682
Cavco Industries, Inc. (a)	1,564		105,523
Dixie Group, Inc. (a)	767		9,956
EveryWare Global, Inc. (a)	3,960		32,314
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Flexsteel Industries, Inc.	1,388		$ 38,392
Garmin Ltd.	21,837		1,060,405
Helen of Troy Ltd. (a)	3,230		157,333
Hooker Furniture Corp.	696		11,888
iRobot Corp. (a)(d)	3,057		101,523
Lifetime Brands, Inc.	2,464		36,024
SGOCO Technology Ltd. (a)	1,000		3,840
Skullcandy, Inc. (a)	2,787		16,917
SodaStream International Ltd. (a)(d)	2,259		129,847
Stanley Furniture Co., Inc. (a)	825		3,135
Universal Electronics, Inc. (a)	1,279		48,615
Zagg, Inc. (a)	3,197		13,555
			1,783,949
Internet & Catalog Retail - 5.3%
1-800-FLOWERS.com, Inc. Class A (a)	1,747		8,892
Amazon.com, Inc. (a)	51,156		20,136,025
Blue Nile, Inc. (a)(d)	1,382		63,655
CafePress, Inc. (a)	1,330		8,845
Ctrip.com International Ltd. sponsored ADR (a)(d)	16,282		777,954
dELiA*s, Inc. (a)	2,226		2,671
eLong, Inc. sponsored ADR (a)	893		15,904
Expedia, Inc.	13,882		884,145
FTD Companies, Inc. (a)	2,632		86,803
Gaiam, Inc. Class A (a)	1,930		12,178
Geeknet, Inc. (a)	449		8,459
Groupon, Inc. Class A (a)(d)	73,974		669,465
Hollywood Media Corp. (a)	3,540		5,239
HomeAway, Inc. (a)(d)	9,763		356,350
HSN, Inc.	6,193		355,478
Liberty Media Corp.:
Interactive Series A (a)	58,766		1,650,149
Series A (a)	4,073		495,073
MakeMyTrip Ltd. (a)	4,155		66,314
Mecox Lane Ltd. ADR (a)	160		698
Netflix, Inc. (a)	6,602		2,415,012
NutriSystem, Inc.	3,003		59,099
Overstock.com, Inc. (a)(d)	2,948		82,544
PetMed Express, Inc.	1,606		25,343
priceline.com, Inc. (a)	5,738		6,841,590
Qunar Cayman Islands Ltd. sponsored ADR	1,571		41,474
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
RetailMeNot, Inc.	5,081		$ 145,672
Shutterfly, Inc. (a)(d)	4,121		194,635
TripAdvisor, Inc. (a)(d)	14,563		1,286,204
U.S. Auto Parts Network, Inc. (a)	2,459		6,541
ValueVision Media, Inc. Class A (a)	5,170		29,779
Vitacost.com, Inc. (a)	3,923		22,518
zulily, Inc.	1,438		50,316
			36,805,024
Leisure Equipment & Products - 0.4%
Arctic Cat, Inc.	1,267		71,294
Black Diamond, Inc. (a)(d)	4,678		62,451
Escalade, Inc.	749		7,969
Hasbro, Inc.	14,148		761,445
JAKKS Pacific, Inc.	3,085		19,929
Johnson Outdoors, Inc. Class A	771		22,081
Mattel, Inc.	38,856		1,797,867
Smith & Wesson Holding Corp. (a)(d)	6,189		73,154
Summer Infant, Inc. (a)	1,750		3,780
			2,819,970
Media - 7.4%
AirMedia Group, Inc. ADR (a)	3,030		5,030
AMC Networks, Inc. Class A (a)	6,974		447,661
Beasley Broadcast Group, Inc. Class A	689		6,332
Bona Film Group Ltd. sponsored ADR (a)	1,803		9,898
Carmike Cinemas, Inc. (a)	2,708		64,830
Central European Media Enterprises Ltd. Class A (a)(d)	17,046		42,615
Charter Communications, Inc. Class A (a)	11,298		1,526,360
China Yida Holding Co. (a)	388		1,339
ChinaNet Online Holdings, Inc. (a)(d)	1,300		949
Comcast Corp.:
Class A	233,541		11,646,690
Class A (special) (non-vtg.) (d)	57,990		2,792,219
Crown Media Holdings, Inc. Class A (a)(d)	40,939		137,146
CTC Media, Inc.	16,757		211,976
Cumulus Media, Inc. Class A (a)(d)	18,440		128,711
Daily Journal Corp. (a)(d)	220		32,120
Dex Media, Inc. (a)(d)	1,928		13,997
Digital Generation, Inc. (a)	2,630		31,060
DIRECTV (a)(d)	61,344		4,055,452
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Discovery Communications, Inc.:
Class A (a)(d)	15,316		$ 1,336,627
Class B (a)	715		62,327
Class C (non-vtg.) (a)	11,271		910,359
DISH Network Corp. Class A	24,146		1,307,747
DreamWorks Animation SKG, Inc. Class A (a)(d)	8,372		266,732
Emmis Communications Corp. Class A (a)	2,486		6,588
Global Sources Ltd. (a)	3,344		25,782
Harris Interactive, Inc. (a)	4,199		8,440
Hemisphere Media Group, Inc. (a)	2,622		29,235
Insignia Systems, Inc. (a)	738		2,015
Lamar Advertising Co. Class A (a)	9,034		450,977
Liberty Global PLC:
Class A (a)	24,201		2,076,688
Class B (a)	247		21,089
Class C (a)	20,253		1,649,607
Liberty Media Corp. Class A (a)	13,594		2,086,135
Loral Space & Communications Ltd.	2,333		184,144
MDC Partners, Inc. Class A (sub. vtg.)	5,023		114,323
Morningstar, Inc.	5,112		426,392
National CineMedia, Inc.	7,340		136,891
News Corp.:
Class A (a)	42,093		755,990
Class B (a)	21,978		394,945
Nexstar Broadcasting Group, Inc. Class A	3,130		155,467
Radio One, Inc. Class D (non-vtg.) (a)	3,233		11,186
ReachLocal, Inc. (a)(d)	2,733		34,572
Reading International, Inc. Class A (a)	2,789		20,332
Rentrak Corp. (a)	1,616		64,478
RLJ Entertainment, Inc. (a)	120		510
RRSat Global Communications Network Ltd.	1,296		9,785
Salem Communications Corp. Class A	2,027		18,223
Scholastic Corp.	3,140		95,896
SFX Entertainment, Inc.	8,165		81,405
Sinclair Broadcast Group, Inc. Class A	7,940		260,591
Sirius XM Holdings, Inc. (d)	696,242		2,624,832
Spanish Broadcasting System, Inc. Class A (a)	311		1,204
Starz - Liberty Capital Series A (a)(d)	12,373		349,908
The Madison Square Garden Co. Class A (a)	6,894		388,546
Twenty-First Century Fox, Inc.:
Class A	167,880		5,622,301
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Twenty-First Century Fox, Inc.: - continued
Class B (d)	90,414		$ 2,986,374
Value Line, Inc.	658		6,396
Viacom, Inc.:
Class A	4,308		345,760
Class B (non-vtg.)	49,268		3,949,816
VisionChina Media, Inc. ADR (a)	267		2,326
WPP PLC ADR (d)	2,024		224,178
			50,661,504
Multiline Retail - 0.3%
Dollar Tree, Inc. (a)(d)	24,646		1,371,550
Fred's, Inc. Class A	5,936		103,049
Gordmans Stores, Inc.	2,098		21,924
Sears Holdings Corp. (a)(d)	11,932		758,040
The Bon-Ton Stores, Inc. (d)	1,410		25,070
Tuesday Morning Corp. (a)	4,055		56,162
			2,335,795
Specialty Retail - 1.9%
America's Car Mart, Inc. (a)(d)	822		34,549
Ascena Retail Group, Inc. (a)	17,600		374,880
bebe stores, Inc.	8,147		47,986
Bed Bath & Beyond, Inc. (a)(d)	24,234		1,890,979
Big 5 Sporting Goods Corp.	1,981		36,886
Body Central Corp. (a)	1,200		4,704
Books-A-Million, Inc. (a)(d)	1,634		4,216
Cache, Inc. (a)	4,123		21,605
Citi Trends, Inc. (a)	1,148		18,953
Coldwater Creek, Inc. (a)(d)	1,716		1,544
Conn's, Inc. (a)	3,721		224,488
Destination Maternity Corp.	1,585		48,406
Destination XL Group, Inc. (a)	4,191		29,463
Finish Line, Inc. Class A	5,933		156,691
Five Below, Inc. (a)(d)	6,109		324,754
Francescas Holdings Corp. (a)(d)	5,445		106,831
Hastings Entertainment, Inc.	1,374		2,940
Hibbett Sports, Inc. (a)(d)	2,734		176,534
Jos. A. Bank Clothiers, Inc. (a)	3,035		172,449
Kirkland's, Inc. (a)	1,743		44,656
Mattress Firm Holding Corp. (a)(d)	3,941		146,329
Monro Muffler Brake, Inc. (d)	3,614		191,759
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
O'Reilly Automotive, Inc. (a)(d)	12,087		$ 1,510,392
Pacific Sunwear of California, Inc. (a)	6,909		20,105
Perfumania Holdings, Inc. (a)	1,858		9,160
PetSmart, Inc. (d)	11,463		849,523
Rent-A-Center, Inc. (d)	5,975		203,509
Ross Stores, Inc.	24,185		1,849,185
Sears Hometown & Outlet Stores, Inc. (a)	2,985		95,460
Select Comfort Corp. (a)(d)	5,898		124,507
Shoe Carnival, Inc.	1,800		52,074
Staples, Inc. (d)	73,378		1,139,560
Stein Mart, Inc.	5,907		87,069
The Children's Place Retail Stores, Inc. (a)	3,556		195,580
Tile Shop Holdings, Inc. (a)(d)	5,964		99,897
Tractor Supply Co. (d)	15,566		1,139,587
Trans World Entertainment Corp.	6,821		29,671
Ulta Salon, Cosmetics & Fragrance, Inc. (a)(d)	7,161		909,017
Urban Outfitters, Inc. (a)	16,718		652,336
West Marine, Inc. (a)	2,166		29,328
Wet Seal, Inc. Class A (a)	7,436		24,762
Winmark Corp.	446		38,200
Zumiez, Inc. (a)	3,571		99,167
			13,219,691
Textiles, Apparel & Luxury Goods - 0.5%
Charles & Colvard Ltd. (a)	4,097		21,673
Cherokee, Inc.	881		12,616
Columbia Sportswear Co.	4,063		281,932
Costa, Inc. Class A (a)	980		21,462
Crocs, Inc. (a)	10,744		148,267
Deckers Outdoor Corp. (a)(d)	4,013		331,634
Exceed Co. Ltd. (a)	1,935		2,864
Fossil Group, Inc. (a)	6,239		794,038
G-III Apparel Group Ltd. (a)	2,359		142,130
Iconix Brand Group, Inc. (a)(d)	6,536		259,348
Joe's Jeans, Inc. (a)	4,434		5,321
Kingold Jewelry, Inc. (a)(d)	5,932		10,559
lululemon athletica, Inc. (a)(d)	12,790		891,719
Perry Ellis International, Inc.	4,317		67,043
R.G. Barry Corp.	1,275		24,480
Rocky Brands, Inc.	397		6,102
Steven Madden Ltd. (a)	7,488		291,732
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Superior Uniform Group, Inc.	90		$ 1,383
Tandy Brands Accessories, Inc. (a)	905		353
Vera Bradley, Inc. (a)(d)	4,144		104,097
			3,418,753
TOTAL CONSUMER DISCRETIONARY			138,566,020
CONSUMER STAPLES - 3.9%
Beverages - 0.2%
Coca-Cola Bottling Co. Consolidated	844		57,308
Craft Brew Alliance, Inc. (a)	6,177		109,642
MGP Ingredients, Inc.	1,799		9,013
Monster Beverage Corp. (a)	18,605		1,101,044
National Beverage Corp.	5,140		108,557
Primo Water Corp. (a)	1,600		4,912
			1,390,476
Food & Staples Retailing - 1.6%
Andersons, Inc.	2,027		172,437
Arden Group, Inc. Class A	433		56,286
Casey's General Stores, Inc. (d)	4,025		299,541
Chefs' Warehouse Holdings (a)(d)	2,181		55,964
China Jo-Jo Drugstores, Inc. (a)	1,100		854
Costco Wholesale Corp.	48,796		6,120,482
Fairway Group Holdings Corp. (d)	3,145		59,724
Fresh Market, Inc. (a)(d)	5,642		229,686
G Willi-Food International Ltd. (a)	177		1,451
Ingles Markets, Inc. Class A	1,211		31,813
PriceSmart, Inc. (d)	3,392		423,288
QKL Stores, Inc. (a)	137		603
Spartan Stores, Inc. (d)	3,188		73,962
Sprouts Farmers Market LLC	16,214		613,538
The Pantry, Inc. (a)	2,076		29,874
United Natural Foods, Inc. (a)(d)	5,791		398,710
Village Super Market, Inc. Class A	1,257		48,684
Whole Foods Market, Inc.	41,921		2,372,729
			10,989,626
Food Products - 2.0%
Alico, Inc.	753		29,352
Boulder Brands, Inc. (a)(d)	5,745		87,956
Bridgford Foods Corp.	433		4,135
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Cal-Maine Foods, Inc.	2,345		$ 128,858
Calavo Growers, Inc.	2,804		86,447
Diamond Foods, Inc. (a)(d)	2,254		55,764
Farmer Brothers Co. (a)	1,539		31,396
Green Mountain Coffee Roasters, Inc. (d)	16,821		1,133,399
Griffin Land & Nurseries, Inc.	515		16,995
Hain Celestial Group, Inc. (a)(d)	5,462		451,653
Inventure Foods, Inc. (a)	1,520		19,441
J&J Snack Foods Corp.	1,993		171,239
John B. Sanfilippo & Son, Inc.	641		16,339
Kraft Foods Group, Inc.	66,551		3,535,189
Lancaster Colony Corp.	3,156		273,499
Le Gaga Holdings Ltd. ADR (a)	950		3,306
Lifeway Foods, Inc. (d)	1,830		27,670
Limoneira Co.	1,164		30,671
Mondelez International, Inc.	199,108		6,676,091
Origin Agritech Ltd. (a)	2,765		4,977
Pilgrims Pride Corp. (a)	29,339		480,573
Sanderson Farms, Inc. (d)	2,731		186,637
Seneca Foods Corp. Class A (a)	1,052		32,959
SkyPeople Fruit Juice, Inc. (a)(d)	1,700		3,196
Snyders-Lance, Inc.	7,344		211,581
SunOpta, Inc. (a)(d)	8,249		76,303
			13,775,626
Household Products - 0.0%
Central Garden & Pet Co. Class A (non-vtg.) (a)	5,332		41,696
WD-40 Co.	1,986		149,466
			191,162
Personal Products - 0.1%
Elizabeth Arden, Inc. (a)(d)	3,272		129,342
Inter Parfums, Inc.	3,690		134,316
LifeVantage Corp. (a)	10,300		19,776
Mannatech, Inc. (a)	170		3,655
Nature's Sunshine Products, Inc.	1,394		26,751
Neptune Technologies & Bioressources, Inc. (a)(d)	6,363		16,109
Nutraceutical International Corp.	889		22,758
Reliv International, Inc.	923		2,898
Star Scientific, Inc. (a)(d)	16,201		21,061
Synutra International, Inc. (a)(d)	5,975		53,536
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - continued
The Female Health Co.	3,903		$ 35,751
United-Guardian, Inc.	81		2,100
			468,053
TOTAL CONSUMER STAPLES			26,814,943
ENERGY - 1.2%
Energy Equipment & Services - 0.2%
Bolt Technology Corp.	1,828		36,907
Dawson Geophysical Co. (a)	534		17,259
ENGlobal Corp. (a)	1,250		1,925
Exterran Partners LP	5,888		163,863
Forbes Energy Services Ltd. (a)	1,723		6,341
Geospace Technologies Corp. (a)(d)	1,398		122,003
Gulf Island Fabrication, Inc.	1,159		30,667
Hercules Offshore, Inc. (a)	18,157		116,023
Matrix Service Co. (a)	1,981		43,978
Mitcham Industries, Inc. (a)(d)	966		16,905
Ocean Rig UDW, Inc. (United States) (a)	15,955		332,343
Patterson-UTI Energy, Inc.	16,476		384,056
PHI, Inc. (non-vtg.) (a)	2,236		94,963
RigNet, Inc. (a)(d)	1,877		79,735
Tesco Corp. (a)	3,830		68,480
TGC Industries, Inc.	1,383		9,958
			1,525,406
Oil, Gas & Consumable Fuels - 1.0%
Abraxas Petroleum Corp. (a)(d)	14,110		50,796
Alliance Holdings GP, LP	6,410		352,486
Alliance Resource Partners LP	3,897		285,533
Amyris, Inc. (a)(d)	5,997		16,672
APCO Oil and Gas International, Inc. (a)	981		15,431
Approach Resources, Inc. (a)(d)	4,111		87,112
BioFuel Energy Corp. (a)	1,164		2,258
Blueknight Energy Partners LP	2,517		23,182
BreitBurn Energy Partners LP	11,540		218,221
Calumet Specialty Products Partners LP	7,558		216,083
Capital Product Partners LP	10,549		94,519
Carrizo Oil & Gas, Inc. (a)(d)	4,860		196,538
Ceres, Inc. (a)(d)	2,501		4,052
Clayton Williams Energy, Inc. (a)	1,164		84,274
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Clean Energy Fuels Corp. (a)(d)	9,504		$ 118,705
Crosstex Energy LP	9,925		264,402
Crosstex Energy, Inc.	7,953		258,473
Diamondback Energy, Inc. (a)(d)	5,197		258,499
Dorchester Minerals LP	2,982		73,208
Double Eagle Petroleum Co. (a)	564		1,275
Dynagas LNG Partners LP (a)	1,500		28,125
Eagle Rock Energy Partners LP	20,651		125,145
Energy XXI (Bermuda) Ltd.	8,067		219,100
EV Energy Partners LP	6,055		197,999
FX Energy, Inc. (a)(d)	4,499		15,387
Gevo, Inc. (a)(d)	4,703		8,371
Golar LNG Ltd. (NASDAQ) (d)	9,086		330,094
Golar LNG Partners LP	3,659		117,015
Green Plains Renewable Energy, Inc.	2,634		45,516
Gulfport Energy Corp. (a)	8,741		510,737
Hallador Energy Co.	2,945		23,295
Isramco, Inc. (a)	239		30,114
Ivanhoe Energy, Inc. (a)(d)	10,891		5,125
James River Coal Co. (a)(d)	2,824		4,038
KiOR, Inc. Class A (a)(d)	4,185		9,877
Knightsbridge Tankers Ltd.	1,852		14,464
L&L Energy, Inc. (a)(d)	2,643		4,440
Legacy Reserves LP	5,830		157,352
LINN Energy LLC/LINN Energy Finance Corp.	26,098		793,901
LinnCo LLC (d)	4,135		128,929
Magellan Petroleum Corp. (a)	4,557		4,648
Marine Petroleum Trust	339		5,431
Marlin Midstream Partners LP	1,313		23,135
Martin Midstream Partners LP	3,139		140,972
Memorial Production Partners LP	6,254		124,767
Mid-Con Energy Partners LP	2,281		51,847
Pacific Ethanol, Inc. (a)(d)	795		2,989
PDC Energy, Inc. (a)(d)	3,723		219,322
PostRock Energy Corp. (a)	1,147		1,755
PrimeEnergy Corp. (a)	333		16,484
Renewable Energy Group, Inc. (a)	4,128		46,935
Rentech, Inc.	34,673		62,758
Rex Energy Corp. (a)(d)	5,334		102,306
Rosetta Resources, Inc. (a)(d)	6,510		329,211
Sino Clean Energy, Inc. rights (a)	623		0
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Solazyme, Inc. (a)(d)	6,225		$ 55,776
StealthGas, Inc. (a)	3,775		46,357
Syntroleum Corp. (a)	705		2,432
Top Ships, Inc. (a)	189		321
TransGlobe Energy Corp. (a)	7,931		69,715
U.S. Energy Corp. (a)	3,179		10,236
Uranium Resources, Inc. (a)(d)	678		2,244
Vanguard Natural Resources LLC	7,469		213,165
Warren Resources, Inc. (a)	6,353		20,647
Westmoreland Coal Co. (a)	1,067		15,962
ZaZa Energy Corp. (a)(d)	10,467		11,095
Zion Oil & Gas, Inc. (a)	3,214		4,917
			6,976,170
TOTAL ENERGY			8,501,576
FINANCIALS - 7.0%
Capital Markets - 1.0%
BGC Partners, Inc. Class A	25,572		150,875
Calamos Asset Management, Inc. Class A	1,792		19,873
Capital Southwest Corp. (d)	1,796		61,621
Carlyle Group LP	5,852		190,190
CIFI Corp.	1,822		14,521
Cowen Group, Inc. Class A (a)	18,284		73,867
Diamond Hill Investment Group, Inc.	278		34,542
E*TRADE Financial Corp. (a)	32,135		575,859
FBR & Co. (a)	1,363		38,314
Financial Engines, Inc.	5,600		379,400
Gleacher & Co., Inc. (a)	621		6,837
Harris & Harris Group, Inc. (a)	3,415		11,030
Horizon Technology Finance Corp.	560		7,952
ICG Group, Inc. (a)	3,834		65,906
INTL FCStone, Inc. (a)(d)	2,645		54,990
LPL Financial	11,343		486,274
Medallion Financial Corp.	1,715		30,424
Northern Trust Corp.	27,089		1,597,980
SEI Investments Co.	19,350		649,773
Siebert Financial Corp. (a)	2,067		3,266
T. Rowe Price Group, Inc.	28,514		2,294,236
U.S. Global Investments, Inc. Class A	870		2,166
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Virtus Investment Partners, Inc. (a)	971		$ 201,774
WisdomTree Investments, Inc. (a)	13,485		206,590
			7,158,260
Commercial Banks - 3.1%
1st Source Corp.	3,717		118,758
1st United Bancorp, Inc.	2,920		23,798
Access National Corp.	974		15,350
ACNB Corp.	1,852		33,280
American National Bankshares, Inc.	1,283		33,307
American River Bankshares (a)	684		6,300
Ameris Bancorp (a)	2,404		49,210
Ames National Corp.	710		16,259
Arrow Financial Corp.	3,217		90,076
Associated Banc-Corp.	19,277		332,335
Auburn National Bancorp., Inc.	32		794
BancFirst Corp.	1,957		109,064
Bancorp, Inc., Delaware (a)	5,439		99,534
Bank of Commerce Holdings	3,459		20,408
Bank of Kentucky Financial Corp.	771		26,083
Bank of Marin Bancorp	628		28,882
Bank of the Ozarks, Inc. (d)	4,048		227,295
Banner Bank	2,988		129,858
BBCN Bancorp, Inc.	9,438		157,520
BCB Bancorp, Inc.	1,563		20,413
BNC Bancorp	5,134		78,191
BOK Financial Corp.	7,929		501,906
Boston Private Financial Holdings, Inc.	8,549		101,690
Bridge Bancorp, Inc.	828		20,609
Bridge Capital Holdings (a)	1,197		22,863
Bryn Mawr Bank Corp.	1,221		36,972
BSB Bancorp, Inc. (a)	800		11,520
C & F Financial Corp.	186		9,998
Camden National Corp.	695		30,260
Capital Bank Financial Corp.:
rights (a)	910		0
Series A (a)	3,533		82,460
Capital City Bank Group, Inc. (a)(d)	1,669		19,961
Cardinal Financial Corp.	3,902		69,182
Cascade Bancorp (a)(d)	8,151		41,407
Cathay General Bancorp	8,818		243,641
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Center Bancorp, Inc.	1,687		$ 27,717
Centerstate Banks of Florida, Inc.	2,198		23,211
Century Bancorp, Inc. Class A (non-vtg.)	620		21,768
Chemical Financial Corp.	3,660		117,193
Chemung Financial Corp.	187		6,197
Citizens & Northern Corp.	1,323		27,360
Citizens Holding Co.	2,908		52,344
City Holding Co.	1,241		61,070
CNB Financial Corp., Pennsylvania	1,343		26,860
CoBiz, Inc.	3,409		40,397
Colony Bankcorp, Inc. (a)	217		1,324
Columbia Banking Systems, Inc.	5,117		141,843
Commerce Bancshares, Inc.	10,286		464,104
Community Trust Bancorp, Inc.	1,314		60,089
CommunityOne Bancorp (a)	2,207		26,241
ConnectOne Bancorp, Inc.	570		21,899
CU Bancorp (a)	2,523		44,657
Customers Bancorp, Inc. (a)	2,723		47,489
CVB Financial Corp.	10,632		171,600
Eagle Bancorp, Inc., Maryland	4,177		136,212
East West Bancorp, Inc.	14,379		492,912
Eastern Virginia Bankshares, Inc. (a)	553		3,700
Enterprise Bancorp, Inc.	972		19,887
Enterprise Financial Services Corp.	1,516		29,653
Farmers Capital Bank Corp. (a)	684		15,116
Farmers National Banc Corp.	3,366		21,172
Fidelity Southern Corp.	1,404		25,089
Fifth Third Bancorp	101,253		2,057,461
Financial Institutions, Inc.	2,811		72,243
First Bancorp, North Carolina	3,068		52,401
First Busey Corp.	7,187		43,122
First Citizen Bancshares, Inc.	994		223,302
First Community Bancshares, Inc.	2,372		41,344
First Connecticut Bancorp, Inc.	1,300		22,087
First Financial Bancorp, Ohio	5,246		86,716
First Financial Bankshares, Inc. (d)	3,550		235,649
First Financial Corp., Indiana	1,005		36,894
First Financial Holdings, Inc.	2,455		161,711
First Financial Service Corp. (a)	413		1,962
First Interstate Bancsystem, Inc.	1,287		36,036
First Merchants Corp.	3,979		84,315
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
First Midwest Bancorp, Inc., Delaware	7,182		$ 131,862
First NBC Bank Holding Co.	1,615		46,641
First Niagara Financial Group, Inc.	38,283		426,473
First of Long Island Corp.	928		39,579
First Security Group, Inc.	171		357
First South Bancorp, Inc., Virginia (a)	619		4,451
First United Corp. (a)	493		3,831
Firstbank Corp., Michigan	3,229		64,063
FirstMerit Corp.	17,579		403,614
Flushing Financial Corp.	4,303		92,988
Fulton Financial Corp.	20,369		266,223
German American Bancorp, Inc.	1,177		35,181
Glacier Bancorp, Inc.	8,302		248,728
Great Southern Bancorp, Inc.	2,013		59,766
Grupo Financiero Galicia SA sponsored ADR (d)	3,399		42,827
Guaranty Bancorp	1,586		24,456
Hampton Roads Bankshares, Inc. (a)	14,778		23,793
Hancock Holding Co.	8,935		314,512
Hanmi Financial Corp.	3,531		72,597
Hawthorn Bancshares, Inc.	627		8,389
Heartland Financial U.S.A., Inc.	1,458		43,463
Heritage Commerce Corp.	2,406		19,874
Heritage Financial Corp., Washington	1,562		26,866
Heritage Oaks Bancorp (a)	5,290		42,267
Home Bancshares, Inc. (d)	6,902		249,576
Home Federal Bancorp, Inc.	1,430		21,850
HomeTrust Bancshares, Inc. (a)	1,926		31,818
Horizon Bancorp Industries	771		18,134
Huntington Bancshares, Inc.	89,007		817,084
IBERIABANK Corp.	3,244		203,399
Independent Bank Corp. (a)	2,585		30,710
Independent Bank Corp., Massachusetts	2,646		100,998
Independent Bank Group, Inc.	1,120		53,626
International Bancshares Corp.	9,439		246,264
Intervest Bancshares Corp. Class A (a)	2,142		15,936
Investors Bancorp, Inc.	11,593		279,044
Lakeland Bancorp, Inc.	4,347		54,816
Lakeland Financial Corp.	1,444		55,377
LCNB Corp.	1,754		31,572
LNB Bancorp, Inc.	836		8,243
Macatawa Bank Corp. (a)	1,576		8,085
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
MainSource Financial Group, Inc.	1,798		$ 32,328
MB Financial, Inc.	5,568		181,572
MBT Financial Corp. (a)	578		2,185
Mercantile Bank Corp.	1,976		44,025
Merchants Bancshares, Inc.	610		19,337
Metro Bancorp, Inc. (a)	1,268		28,403
Metrocorp Bancshares, Inc.	1,279		18,328
Middleburg Financial Corp.	1,778		37,231
MidWestOne Financial Group, Inc.	1,033		28,914
Monarch Financial Holdings, Inc.	2,251		25,346
MutualFirst Financial, Inc.	1,656		28,881
National Bankshares, Inc.	744		28,257
National Penn Bancshares, Inc.	17,248		194,730
NBT Bancorp, Inc.	3,796		98,430
NewBridge Bancorp (a)	1,464		10,965
North Valley Bancorp (a)	616		11,821
Northeast Bancorp	1,292		12,287
Northrim Bancorp, Inc.	787		20,659
Norwood Financial Corp.	895		24,559
OBA Financial Services, Inc. (a)	155		2,868
Ohio Valley Banc Corp.	2,509		54,194
Old National Bancorp, Indiana	10,000		155,500
Old Point Financial Corp.	453		5,753
Old Second Bancorp, Inc. (a)	929		4,190
OmniAmerican Bancorp, Inc. (a)	1,053		23,198
Orrstown Financial Services, Inc. (a)	901		14,830
Pacific Continental Corp.	1,605		23,176
Pacific Mercantile Bancorp (a)	1,383		8,519
Pacific Premier Bancorp, Inc. (a)	1,446		21,025
PacWest Bancorp (d)	4,766		196,073
Palmetto Bancshares, Inc. (a)	2,607		35,012
Park Sterling Corp.	4,301		30,494
Patriot National Bancorp, Inc. (a)	2,549		2,676
Peapack-Gladstone Financial Corp.	1,047		19,192
Peapack-Gladstone Financial Corp. rights (a)	1,047		379
Penns Woods Bancorp, Inc.	598		31,060
Peoples Bancorp, Inc.	991		23,744
Pinnacle Financial Partners, Inc.	3,472		113,014
Popular, Inc. (a)	11,208		320,325
Porter Bancorp, Inc. (a)	520		577
Preferred Bank, Los Angeles (a)	1,901		38,666
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
PrivateBancorp, Inc.	7,788		$ 215,961
Renasant Corp.	3,552		109,402
Republic Bancorp, Inc., Kentucky Class A	1,696		42,095
Republic First Bancorp, Inc. (a)	1,871		5,968
Royal Bancshares of Pennsylvania, Inc. Class A (a)	504		731
S&T Bancorp, Inc.	4,187		110,160
S.Y. Bancorp, Inc.	1,269		42,854
Sandy Spring Bancorp, Inc.	3,605		105,194
SB Financial Group, Inc.	723		5,784
Seacoast Banking Corp., Florida (a)	10,180		23,007
Shore Bancshares, Inc. (a)	765		6,962
Sierra Bancorp	1,527		27,028
Signature Bank (a)(d)	5,686		604,138
Simmons First National Corp. Class A	1,418		50,140
Southcoast Financial Corp.	776		4,648
Southern National Bancorp of Virginia, Inc.	5,324		51,962
Southside Bancshares, Inc.	1,529		43,668
Southwest Bancorp, Inc., Oklahoma (a)	1,648		28,296
State Bank Financial Corp.	3,324		58,436
StellarOne Corp.	3,417		86,177
Sterling Financial Corp.	7,158		233,709
Suffolk Bancorp (a)	1,100		22,418
Summit Financial Group, Inc. (a)	583		5,270
Sun Bancorp, Inc., New Jersey (a)	13,515		49,600
Susquehanna Bancshares, Inc.	23,083		290,615
SVB Financial Group (a)	4,774		483,320
Taylor Capital Group, Inc. (a)(d)	3,565		88,804
Texas Capital Bancshares, Inc. (a)(d)	4,715		264,842
The First Bancorp, Inc.	846		15,186
TowneBank (d)	9,988		151,818
Trico Bancshares	1,437		39,647
TriState Capital Holdings, Inc. (a)	3,693		44,870
Trustmark Corp.	10,219		286,643
UMB Financial Corp.	5,557		356,315
Umpqua Holdings Corp. (d)	12,607		232,095
Union Bankshares, Inc.	244		5,234
Union First Market Bankshares Corp.	3,797		98,001
United Bankshares, Inc., West Virginia	4,749		154,105
United Community Banks, Inc., Georgia (a)	6,834		125,404
United Security Bancshares, Inc. (a)	450		3,767
United Security Bancshares, California	1,083		5,155
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Univest Corp. of Pennsylvania	1,663		$ 34,856
ViewPoint Financial Group	4,717		119,717
Virginia Commerce Bancorp, Inc. (a)	7,725		135,188
Washington Banking Co., Oak Harbor	1,292		23,178
Washington Trust Bancorp, Inc.	1,289		47,255
WesBanco, Inc.	2,535		79,853
West Bancorp., Inc.	1,654		26,662
Westamerica Bancorp. (d)	3,642		201,694
Wilshire Bancorp, Inc.	12,802		135,317
Wintrust Financial Corp.	5,578		253,018
Yadkin Financial Corp. (a)	2,696		48,393
Zions Bancorporation	21,958		644,028
			21,062,175
Consumer Finance - 0.4%
Asta Funding, Inc.	1,124		9,576
Atlanticus Holdings Corp. (a)	2,291		8,477
Consumer Portfolio Services, Inc. (a)	1,184		8,726
Credit Acceptance Corp. (a)(d)	2,622		338,631
DFC Global Corp. (a)	4,082		40,861
Encore Capital Group, Inc. (a)(d)	2,775		132,340
EZCORP, Inc. (non-vtg.) Class A (a)	6,448		75,313
First Cash Financial Services, Inc. (a)(d)	3,005		191,058
Nicholas Financial, Inc.	2,385		38,184
Portfolio Recovery Associates, Inc. (a)(d)	5,692		332,413
QC Holdings, Inc.	1,821		3,351
SLM Corp.	51,052		1,360,536
World Acceptance Corp. (a)(d)	1,274		117,616
			2,657,082
Diversified Financial Services - 0.7%
California First National Bancorp	901		14,749
CBOE Holdings, Inc.	9,741		509,259
CME Group, Inc.	37,455		3,069,437
HF2 Financial Management, Inc.	500		5,085
Interactive Brokers Group, Inc.	5,916		143,463
Life Partners Holdings, Inc.	1,553		2,873
MarketAxess Holdings, Inc.	3,955		278,313
Marlin Business Services Corp.	1,512		37,573
MicroFinancial, Inc.	4,210		37,427
NewStar Financial, Inc. (a)(d)	4,899		85,733
PICO Holdings, Inc. (a)	2,275		55,123
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - continued
Resource America, Inc. Class A	3,667		$ 34,506
The NASDAQ Stock Market, Inc.	18,692		734,409
			5,007,950
Insurance - 0.7%
AMBAC Financial Group, Inc. (a)	4,582		108,364
American National Insurance Co.	3,613		417,482
Amerisafe, Inc.	1,905		83,591
Amtrust Financial Services, Inc. (d)	7,937		331,846
Arch Capital Group Ltd. (a)(d)	14,976		881,038
Argo Group International Holdings, Ltd.	3,054		144,424
Baldwin & Lyons, Inc. Class B	1,289		35,989
Cincinnati Financial Corp. (d)	17,326		908,056
CNinsure, Inc. ADR (a)	2,816		13,770
Donegal Group, Inc. Class A	2,616		42,222
Eastern Insurance Holdings, Inc.	468		11,461
eHealth, Inc. (a)	2,265		102,627
EMC Insurance Group	1,487		46,365
Enstar Group Ltd. (a)	1,895		263,992
Erie Indemnity Co. Class A (d)	5,525		403,270
Federated National Holding Co.	878		11,871
Global Indemnity PLC (a)	1,582		42,144
Greenlight Capital Re, Ltd. (a)	4,917		167,227
Hallmark Financial Services, Inc. (a)	1,598		15,181
Infinity Property & Casualty Corp.	1,255		89,544
Investors Title Co.	130		10,270
Kansas City Life Insurance Co.	1,480		73,926
Maiden Holdings Ltd.	10,993		139,171
National Interstate Corp.	1,751		50,324
National Western Life Insurance Co. Class A	391		83,643
Navigators Group, Inc. (a)	1,545		103,268
Safety Insurance Group, Inc.	1,894		106,348
Selective Insurance Group, Inc.	5,832		164,404
State Auto Financial Corp.	4,148		93,662
Tower Group International Ltd. (d)	7,498		31,192
United Fire Group, Inc.	2,926		87,049
United Insurance Holdings Corp.	2,000		20,160
			5,083,881
Real Estate Investment Trusts - 0.3%
American Capital Agency Corp.	45,372		924,681
American Capital Mortgage Investment Corp.	5,608		105,935
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
American Realty Capital Properties, Inc. (d)	22,580		$ 296,024
CyrusOne, Inc.	1,950		39,839
Gladstone Commercial Corp.	1,389		24,988
Gyrodyne Co. of America, Inc.	286		20,563
New York Mortgage Trust, Inc.	5,700		39,957
Potlatch Corp.	3,907		155,694
Retail Opportunity Investments Corp.	11,127		162,120
Sabra Health Care REIT, Inc.	4,057		108,241
			1,878,042
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA	2,595		417,743
AV Homes, Inc. (a)(d)	3,817		76,989
China HGS Real Estate, Inc. (a)(d)	4,000		22,400
China Housing & Land Development, Inc. (a)(d)	4,266		10,281
Cresud S.A.C.I.F. y A. sponsored ADR	4,719		53,466
Elbit Imaging Ltd. (a)	2,178		2,570
FirstService Corp. (sub. vtg.)	5,234		217,724
Stratus Properties, Inc. (a)	1,162		17,198
ZipRealty, Inc. (a)	624		3,763
			822,134
Thrifts & Mortgage Finance - 0.7%
America First Tax Exempt Investors LP	6,433		42,651
ASB Bancorp, Inc. (a)	402		6,935
Atlantic Coast Financial Corp. (a)	130		512
Banc of California, Inc.	2,802		35,922
Bank Mutual Corp.	4,433		30,721
BankFinancial Corp.	3,749		36,515
Beneficial Mutual Bancorp, Inc. (a)	9,312		97,776
BofI Holding, Inc. (a)	1,341		109,908
Brookline Bancorp, Inc., Delaware	6,005		54,886
Camco Financial Corp. (a)	727		4,646
Cape Bancorp, Inc.	2,034		20,523
Capitol Federal Financial, Inc.	17,870		215,512
Charter Financial Corp.	1,995		21,307
Cheviot Financial Corp.	3,308		34,337
Chicopee Bancorp, Inc.	629		11,247
Clifton Savings Bancorp, Inc.	3,658		46,420
Dime Community Bancshares, Inc.	2,984		50,191
ESB Financial Corp.	1,795		25,758
ESSA Bancorp, Inc.	1,042		12,066
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
First Defiance Financial Corp.	1,088		$ 29,376
First Federal Bancshares of Arkansas, Inc. (a)	1,752		16,188
First Financial Northwest, Inc.	1,666		17,860
Fox Chase Bancorp, Inc. (d)	3,841		67,870
Franklin Financial Corp./VA	1,350		27,243
Greene County Bancorp, Inc.	20		531
Heritage Financial Group, Inc.	1,347		23,801
Hingham Institution for Savings	1,006		79,565
HMN Financial, Inc. (a)	448		4,032
Home Bancorp, Inc. (a)	2,839		53,884
Home Loan Servicing Solutions Ltd.	7,280		169,406
HomeStreet, Inc.	1,706		36,099
HopFed Bancorp, Inc.	199		2,223
Hudson City Bancorp, Inc.	57,740		539,292
Kearny Financial Corp. (a)	9,382		97,948
LSB Financial Corp.	136		3,822
Meridian Interstate Bancorp, Inc. (a)	2,072		45,833
Meta Financial Group, Inc.	1,629		63,205
NASB Financial, Inc. (a)(d)	741		22,230
New Hampshire Thrift Bancshare	70		1,057
NMI Holdings, Inc. (a)	7,158		100,212
Northeast Community Bancorp, Inc.	696		5,269
Northfield Bancorp, Inc.	4,884		63,492
Northwest Bancshares, Inc.	10,985		164,116
Ocean Shore Holding Co.	4,265		59,838
OceanFirst Financial Corp.	1,772		32,959
Oconee Federal Financial Corp.	27		466
Oneida Financial Corp.	115		1,478
Oritani Financial Corp.	4,328		70,503
People's United Financial, Inc. (d)	37,849		573,034
Provident Financial Holdings, Inc.	1,514		22,286
Prudential Bancorp, Inc. (a)	1,106		11,856
Pulaski Financial Corp.	1,793		19,741
Riverview Bancorp, Inc. (a)	4,177		11,278
Rockville Financial, Inc.	3,776		56,338
Roma Financial Corp. (a)	2,638		52,364
Severn Bancorp, Inc. (a)	677		3,087
SI Financial Group, Inc.	395		4,657
Simplicity Bancorp, Inc.	1,220		19,215
Southern Missouri Bancorp, Inc.	1,888		65,853
Territorial Bancorp, Inc.	974		23,269
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
TFS Financial Corp. (a)	33,039		$ 387,217
Tree.com, Inc.	969		29,235
Trustco Bank Corp., New York	11,125		84,550
United Community Financial Corp. (a)	8,612		32,381
United Financial Bancorp, Inc.	1,560		30,779
Washington Federal, Inc.	12,905		301,848
Waterstone Financial, Inc. (a)	3,109		35,194
Westfield Financial, Inc.	2,783		20,566
WSFS Financial Corp.	1,404		106,620
			4,548,999
TOTAL FINANCIALS			48,218,523
HEALTH CARE - 14.9%
Biotechnology - 9.1%
Aastrom Biosciences, Inc. (a)	109		474
ACADIA Pharmaceuticals, Inc. (a)(d)	10,259		238,932
Acceleron Pharma, Inc.	3,255		70,861
Achillion Pharmaceuticals, Inc. (a)(d)	8,670		29,998
Acorda Therapeutics, Inc. (a)(d)	4,480		155,949
Aegerion Pharmaceuticals, Inc. (a)(d)	3,091		219,245
AEterna Zentaris, Inc. (sub. vtg.) (a)	1,514		1,726
Agenus, Inc. (a)(d)	1,609		4,248
Agios Pharmaceuticals, Inc. (d)	4,197		73,657
Alexion Pharmaceuticals, Inc. (a)(d)	21,931		2,730,410
Alkermes PLC (a)(d)	14,980		604,892
Alnylam Pharmaceuticals, Inc. (a)(d)	6,835		418,302
AMAG Pharmaceuticals, Inc. (a)	2,788		68,390
Amarin Corp. PLC ADR (a)(d)	15,843		28,834
Ambit Biosciences Corp.	3,341		41,930
Amgen, Inc.	84,278		9,614,434
Amicus Therapeutics, Inc. (a)	4,812		11,789
Anacor Pharmaceuticals, Inc. (a)(d)	5,225		73,150
Anthera Pharmaceuticals, Inc. (a)	1,025		3,219
Arena Pharmaceuticals, Inc. (a)(d)	22,450		146,374
ARIAD Pharmaceuticals, Inc. (a)(d)	19,553		94,832
ArQule, Inc. (a)	5,654		13,739
Array BioPharma, Inc. (a)(d)	14,003		80,097
Arrowhead Research Corp. (a)	3,538		29,118
Athersys, Inc. (a)	2,708		5,660
AVEO Pharmaceuticals, Inc. (a)	4,054		8,594
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
BIND Therapeutics, Inc.	2,750		$ 25,300
BioCryst Pharmaceuticals, Inc. (a)	7,056		45,511
Biogen Idec, Inc. (a)	26,591		7,737,183
BioMarin Pharmaceutical, Inc. (a)	15,831		1,114,186
Biospecifics Technologies Corp. (a)	2,036		45,179
Biota Pharmaceuticals, Inc.	4,051		17,176
Bluebird Bio, Inc. (d)	3,482		71,102
Burcon NutraScience Corp. (a)	2,165		5,074
Celgene Corp. (a)	45,821		7,412,463
Cell Therapeutics, Inc. (a)	16,450		31,913
Celldex Therapeutics, Inc. (a)(d)	9,155		254,143
Cellular Dynamics International, Inc. (d)	3,460		53,665
Celsion Corp. (a)(d)	753		2,914
Cepheid, Inc. (a)(d)	7,025		319,076
Chelsea Therapeutics International Ltd. (a)	4,899		18,959
ChemoCentryx, Inc. (a)	3,544		18,322
Chimerix, Inc.	2,340		37,487
China Biologic Products, Inc. (a)	2,981		88,208
Cleveland Biolabs, Inc. (a)(d)	3,204		4,261
Clovis Oncology, Inc. (a)	3,452		208,087
Codexis, Inc. (a)	3,083		4,625
Coronado Biosciences, Inc. (a)(d)	3,308		5,425
Cubist Pharmaceuticals, Inc.	8,022		549,587
Cubist Pharmaceuticals, Inc. rights (a)	5,544		0
Curis, Inc. (a)(d)	6,461		20,675
Cyclacel Pharmaceuticals, Inc. (a)(d)	968		4,675
Cytokinetics, Inc. (a)	3,138		20,366
Cytori Therapeutics, Inc. (a)(d)	4,179		11,367
CytRx Corp. (a)	1,968		4,861
Dendreon Corp. (a)(d)	14,699		43,656
Discovery Laboratories, Inc. (a)	4,509		10,822
Durata Therapeutics, Inc. (a)	4,539		55,920
Dyax Corp. (a)(d)	12,674		107,729
Dynavax Technologies Corp. (a)(d)	33,296		58,934
Enanta Pharmaceuticals, Inc.	2,936		79,360
EntreMed, Inc. (a)	899		1,456
Enzon Pharmaceuticals, Inc.	3,917		6,502
Enzymotec Ltd.	2,963		77,512
Epizyme, Inc. (d)	3,427		71,761
Esperion Therapeutics, Inc.	4,304		51,347
Exact Sciences Corp. (a)(d)	9,528		117,004
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Exelixis, Inc. (a)(d)	20,419		$ 119,043
Five Prime Therapeutics, Inc.	2,785		28,129
Foundation Medicine, Inc. (d)	3,945		98,783
Galectin Therapeutics, Inc. (a)(d)	2,387		19,573
Galena Biopharma, Inc. (a)(d)	12,293		49,418
Genomic Health, Inc. (a)(d)	3,364		118,346
Gentium SpA sponsored ADR (a)	1,141		61,865
GenVec, Inc. (a)(d)	764		1,261
Geron Corp. (a)	15,538		83,439
Gilead Sciences, Inc. (a)(d)	170,900		12,785,029
Grifols SA ADR	13,321		457,377
GTx, Inc. (a)(d)	5,496		9,288
Halozyme Therapeutics, Inc. (a)(d)	13,089		193,194
Harvard Apparatus (a)	528		2,677
Hyperion Therapeutics, Inc. (a)(d)	2,468		63,033
Idenix Pharmaceuticals, Inc. (a)(d)	16,375		87,934
Idera Pharmaceuticals, Inc. (a)	7,484		16,839
ImmunoGen, Inc. (a)(d)	8,280		120,308
Immunomedics, Inc. (a)(d)	10,761		46,488
Incyte Corp. (a)(d)	17,149		799,143
Infinity Pharmaceuticals, Inc. (a)(d)	4,782		69,865
Insmed, Inc. (a)	5,232		84,758
Insys Therapeutics, Inc. (a)	2,710		119,511
Intercept Pharmaceuticals, Inc. (a)	2,014		105,473
InterMune, Inc. (a)	10,109		139,807
Ironwood Pharmaceuticals, Inc. Class A (a)(d)	10,822		123,587
Isis Pharmaceuticals, Inc. (a)(d)	12,569		487,174
KaloBios Pharmaceuticals, Inc.	4,721		20,017
Kamada (a)	7,721		115,043
Karyopharm Therapeutics, Inc.	3,000		48,870
Keryx Biopharmaceuticals, Inc. (a)(d)	9,536		132,455
KYTHERA Biopharmaceuticals, Inc. (a)(d)	2,093		81,585
Lexicon Pharmaceuticals, Inc. (a)(d)	56,307		135,137
Ligand Pharmaceuticals, Inc.:
Class B (a)(d)	2,084		116,037
General CVR	1,518		83
Glucagon CVR (a)	1,518		197
MRK CVR rights (a)	1,639		0
rights (a)	1,518		24
TR Beta CVR (a)	1,518		23
Macrogenics, Inc. (d)	2,878		76,181
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
MannKind Corp. (a)(d)	40,450		$ 201,846
Medivation, Inc. (a)(d)	8,468		533,569
MEI Pharma, Inc. (a)	3,244		25,692
Merrimack Pharmaceuticals, Inc. (a)(d)	9,665		38,080
Metabolix, Inc. (a)	2,402		2,690
MiMedx Group, Inc. (a)(d)	8,900		56,070
Mirati Therapeutics, Inc. (a)	2,464		41,223
Momenta Pharmaceuticals, Inc. (a)	5,798		103,146
Myriad Genetics, Inc. (a)(d)	9,067		269,743
Nanosphere, Inc. (a)	6,121		14,078
Neurocrine Biosciences, Inc. (a)	8,611		84,560
NewLink Genetics Corp. (a)	3,310		74,475
Northwest Biotherapeutics, Inc. (a)	4,891		23,183
Novavax, Inc. (a)(d)	20,207		75,170
NPS Pharmaceuticals, Inc. (a)(d)	11,359		299,991
Nymox Pharmaceutical Corp. (a)(d)	3,188		22,348
Ohr Pharmaceutical, Inc. (a)	3,461		28,207
OncoGenex Pharmaceuticals, Inc. (a)	4,385		37,667
Oncolytics Biotech, Inc. (a)(d)	8,292		15,218
OncoMed Pharmaceuticals, Inc. (d)	3,581		48,200
Onconova Therapeutics, Inc. (d)	2,820		41,369
Oncothyreon, Inc. (a)(d)	4,953		10,055
Ophthotech Corp. (d)	4,646		131,250
Orexigen Therapeutics, Inc. (a)(d)	10,377		70,875
Osiris Therapeutics, Inc. (a)	3,059		53,793
OvaScience, Inc. (a)	2,376		22,738
OXiGENE, Inc. (a)	7		19
Oxygen Biotherapeutics, Inc. (a)	75		470
PDL BioPharma, Inc. (d)	13,383		130,752
Peregrine Pharmaceuticals, Inc. (a)	9,357		12,819
Pharmacyclics, Inc. (a)	8,168		1,017,079
Pluristem Therapeutics, Inc. (a)(d)	3,372		11,094
Portola Pharmaceuticals, Inc. (d)	4,643		116,075
Progenics Pharmaceuticals, Inc. (a)	7,808		39,977
Prosensa Holding BV (a)(d)	3,979		19,457
Prothena Corp. PLC (a)	3,476		98,127
PTC Therapeutics, Inc. (a)	2,849		44,644
QLT, Inc.	4,361		24,334
Raptor Pharmaceutical Corp. (a)(d)	6,435		89,382
Receptos, Inc.	2,414		55,860
Regeneron Pharmaceuticals, Inc. (a)(d)	10,823		3,180,447
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Regulus Therapeutics, Inc. (a)	5,769		$ 36,287
Repligen Corp. (a)(d)	3,646		49,112
Rigel Pharmaceuticals, Inc. (a)	8,710		23,169
Sangamo Biosciences, Inc. (a)(d)	6,964		85,030
Sarepta Therapeutics, Inc. (a)(d)	4,322		80,562
Seattle Genetics, Inc. (a)(d)	14,107		579,657
SIGA Technologies, Inc. (a)	3,606		12,729
Sinovac Biotech Ltd. (a)	7,243		45,269
Sorrento Therapeutics, Inc. (a)	2,000		17,600
Spectrum Pharmaceuticals, Inc.	5,774		55,604
StemCells, Inc. (a)	1,913		2,296
Stemline Therapeutics, Inc.	1,382		28,552
Sunesis Pharmaceuticals, Inc. (a)	4,329		21,861
Synageva BioPharma Corp. (a)(d)	3,494		211,073
Synergy Pharmaceuticals, Inc. (a)	11,873		54,497
Synta Pharmaceuticals Corp. (a)	8,372		42,446
Targacept, Inc. (a)	2,644		15,203
Tekmira Pharmaceuticals Corp. (a)	3,170		25,836
Telik, Inc. (a)	90		110
TESARO, Inc. (a)	3,440		134,160
Tetraphase Pharmaceuticals, Inc.	5,023		59,070
TG Therapeutics, Inc. (a)	4,201		18,526
Theravance, Inc. (a)(d)	11,707		442,056
Threshold Pharmaceuticals, Inc. (a)	5,054		24,916
Transition Therapeutics, Inc. (a)	2,434		14,069
Trovagene, Inc. (a)	2,998		17,209
United Therapeutics Corp. (a)(d)	5,596		516,567
Vanda Pharmaceuticals, Inc. (a)(d)	4,355		51,128
Venaxis, Inc. (a)	51		97
Verastem, Inc. (a)	1,981		20,959
Vertex Pharmaceuticals, Inc. (a)(d)	26,236		1,821,303
Vical, Inc. (a)(d)	13,452		15,604
XOMA Corp. (a)(d)	11,286		53,947
Zalicus, Inc. (a)	1,585		1,918
ZIOPHARM Oncology, Inc. (a)(d)	11,631		48,618
			62,392,453
Health Care Equipment & Supplies - 1.5%
Abaxis, Inc.	2,567		92,361
Abiomed, Inc. (a)(d)	4,438		126,882
Accuray, Inc. (a)(d)	9,265		73,935
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Align Technology, Inc. (a)(d)	8,977		$ 490,503
Alphatec Holdings, Inc. (a)	5,917		11,775
Analogic Corp.	1,339		129,374
Angiodynamics, Inc. (a)	5,344		82,565
Anika Therapeutics, Inc. (a)	1,697		58,292
Antares Pharma, Inc. (a)(d)	14,208		55,980
ArthroCare Corp. (a)	3,211		121,119
Atricure, Inc. (a)	1,732		27,123
Atrion Corp.	170		47,852
Baxano Surgical, Inc. (a)	1,691		1,725
BioLase Technology, Inc. (d)	2,487		4,427
BSD Medical Corp. (a)	812		1,072
Cardica, Inc. (a)	1,278		1,329
Cardiovascular Systems, Inc. (a)(d)	3,315		110,058
Cerus Corp. (a)(d)	5,389		36,052
CONMED Corp.	3,472		141,345
Cutera, Inc. (a)	1,010		9,545
Cyberonics, Inc. (a)(d)	3,024		207,809
Cynosure, Inc. Class A (a)	2,490		64,466
Delcath Systems, Inc. (a)	5,700		1,795
DENTSPLY International, Inc.	15,392		732,044
Derma Sciences, Inc. (a)	2,812		32,619
DexCom, Inc. (a)(d)	7,959		263,363
Echo Therapeutics, Inc. (a)	281		1,076
EDAP TMS SA sponsored ADR (a)	1,813		5,113
Endologix, Inc. (a)	7,361		131,541
EnteroMedics, Inc. (a)(d)	11,433		15,206
Exactech, Inc. (a)	1,007		25,054
Fonar Corp. (a)	906		17,486
Genmark Diagnostics, Inc. (a)	5,389		64,129
Given Imaging Ltd. (a)	3,044		71,230
Hansen Medical, Inc. (a)	11,167		20,994
HeartWare International, Inc. (a)(d)	1,844		177,762
Hologic, Inc. (a)(d)	30,609		685,336
ICU Medical, Inc. (a)	1,661		109,103
IDEXX Laboratories, Inc. (a)(d)	6,219		647,771
Imris, Inc. (a)	3,300		4,845
Insulet Corp. (a)(d)	5,630		208,423
Integra LifeSciences Holdings Corp. (a)(d)	3,133		145,528
Intuitive Surgical, Inc. (a)	4,465		1,682,859
Ldr Holding Corp.	2,300		50,646
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
LeMaitre Vascular, Inc.	1,743		$ 14,362
MAKO Surgical Corp. (a)	5,970		178,861
Masimo Corp. (d)	5,644		161,588
Mazor Robotics Ltd. sponsored ADR (a)	1,310		20,397
Medical Action Industries, Inc. (a)	1,561		13,425
MELA Sciences, Inc. (a)(d)	3,083		2,096
Meridian Bioscience, Inc.	4,718		115,968
Merit Medical Systems, Inc. (a)	4,873		79,771
Natus Medical, Inc. (a)	4,241		97,670
Neogen Corp. (a)	4,830		245,702
NeuroMetrix, Inc. (a)	13		31
Novadaq Technologies, Inc. (a)	6,419		106,876
NuVasive, Inc. (a)	5,041		167,613
NxStage Medical, Inc. (a)	6,740		68,815
OraSure Technologies, Inc. (a)	6,612		40,664
Orthofix International NV (a)	2,537		54,875
Oxford Immunotec Global PLC (a)	2,099		33,248
PhotoMedex, Inc. (a)	1,894		23,069
Quidel Corp. (a)	4,674		117,598
Rockwell Medical Technologies, Inc. (a)(d)	4,679		68,454
RTI Biologics, Inc. (a)	5,687		17,516
Sirona Dental Systems, Inc. (a)(d)	6,028		414,606
Solta Medical, Inc. (a)	4,423		8,846
Staar Surgical Co. (a)	4,485		56,601
Stereotaxis, Inc. (a)	756		2,525
Sunshine Heart, Inc. (a)(d)	2,294		20,784
SurModics, Inc. (a)	1,470		35,456
Synergetics U.S.A., Inc. (a)	1,143		4,698
Syneron Medical Ltd. (a)	2,826		33,036
Tandem Diabetes Care, Inc.	2,160		47,542
TearLab Corp. (a)(d)	2,994		28,054
The Spectranetics Corp. (a)	6,043		140,560
ThermoGenesis Corp. (a)	1,101		826
Thoratec Corp. (a)(d)	6,532		257,165
Tornier NV (a)	4,822		87,230
Trinity Biotech PLC sponsored ADR	3,022		77,454
Unilife Corp. (a)(d)	11,896		52,937
Uroplasty, Inc. (a)	2,392		7,367
Utah Medical Products, Inc.	362		19,262
Vascular Solutions, Inc. (a)	1,180		24,603
Veracyte, Inc.	3,107		40,329
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Vision Sciences, Inc. (a)	2,813		$ 2,897
Volcano Corp. (a)(d)	5,692		129,607
Wright Medical Group, Inc. (a)(d)	5,629		167,800
Zeltiq Aesthetics, Inc. (a)	4,307		75,545
			10,353,841
Health Care Providers & Services - 1.7%
Acadia Healthcare Co., Inc. (a)(d)	5,533		255,625
Addus HomeCare Corp. (a)	1,350		39,150
Air Methods Corp. (d)	4,487		251,093
Alliance Healthcare Services, Inc. (a)	1,731		49,991
Almost Family, Inc.	863		24,078
Amedisys, Inc. (a)(d)	4,014		65,348
American CareSource Holdings, Inc. (a)	366		575
AmSurg Corp. (a)	3,341		161,437
Bio-Reference Laboratories, Inc. (a)(d)	3,332		97,294
BioScrip, Inc. (a)	7,602		51,770
BioTelemetry, Inc. (a)	3,253		34,124
Catamaran Corp. (a)	23,045		1,051,887
Chindex International, Inc. (a)	1,481		25,310
Corvel Corp. (a)	1,914		88,599
Cross Country Healthcare, Inc. (a)	3,098		23,669
Express Scripts Holding Co. (a)	91,076		6,133,969
Gentiva Health Services, Inc. (a)	3,221		39,779
Healthways, Inc. (a)	3,193		44,734
Henry Schein, Inc. (a)(d)	9,552		1,088,928
IPC The Hospitalist Co., Inc. (a)(d)	2,048		128,778
LCA-Vision, Inc. (a)	1,176		4,445
LHC Group, Inc. (a)	2,360		56,050
LifePoint Hospitals, Inc. (a)	5,210		266,908
Magellan Health Services, Inc. (a)	2,822		172,706
MWI Veterinary Supply, Inc. (a)(d)	1,476		268,883
National Research Corp.:
Class A (a)	2,214		40,538
Class B	369		12,616
NeoStem, Inc. (a)(d)	3,226		20,646
Patterson Companies, Inc. (d)	12,041		499,581
PDI, Inc. (a)	1,717		8,791
Premier, Inc. (d)	3,525		116,008
Providence Service Corp. (a)	1,589		43,570
RadNet, Inc. (a)	2,333		4,666
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Sharps Compliance Corp. (a)(d)	2,640		$ 12,434
Surgical Care Affiliates, Inc.	4,000		121,760
The Ensign Group, Inc.	2,800		126,476
USMD Holdings, Inc. (a)	1,157		29,006
VCA Antech, Inc. (a)	9,782		292,971
			11,754,193
Health Care Technology - 0.6%
Allscripts Healthcare Solutions, Inc. (a)	20,175		301,415
athenahealth, Inc. (a)(d)	4,084		535,698
Authentidate Holding Corp. (a)	1,782		2,833
Cerner Corp. (a)(d)	38,261		2,198,860
Computer Programs & Systems, Inc.	939		57,767
HealthStream, Inc. (a)(d)	3,395		114,208
HMS Holdings Corp. (a)	10,776		246,878
iCAD, Inc. (a)	949		8,199
MedAssets, Inc. (a)	7,024		151,297
Medidata Solutions, Inc. (a)(d)	2,995		356,135
Merge Healthcare, Inc. (a)	8,773		20,529
Omnicell, Inc. (a)	3,932		95,351
Quality Systems, Inc.	7,108		166,043
			4,255,213
Life Sciences Tools & Services - 0.8%
Accelerate Diagnostics, Inc. (a)(d)	4,556		61,688
Affymetrix, Inc. (a)(d)	6,582		55,881
Albany Molecular Research, Inc. (a)	3,021		36,494
Apricus Biosciences, Inc. (a)(d)	2,588		5,098
BG Medicine, Inc. (a)	1,419		852
Bruker BioSciences Corp. (a)	18,615		360,014
CombiMatrix Corp. (a)	14		37
Compugen Ltd. (a)	3,805		39,534
Fluidigm Corp. (a)(d)	3,073		97,660
Furiex Pharmaceuticals, Inc. (a)(d)	973		43,785
Harvard Bioscience, Inc. (a)	2,115		9,644
ICON PLC (a)	7,283		277,774
Illumina, Inc. (a)	14,004		1,372,392
Life Technologies Corp. (a)	19,420		1,470,094
Luminex Corp. (a)	4,108		80,394
Nanostring Technologies, Inc.	3,172		37,461
NeoGenomics, Inc. (a)	7,505		26,268
Pacific Biosciences of California, Inc. (a)	8,231		34,817
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Life Sciences Tools & Services - continued
PAREXEL International Corp. (a)(d)	6,312		$ 260,181
pSivida Corp. (a)	1,100		3,212
QIAGEN NV (a)(d)	26,448		615,974
Sequenom, Inc. (a)(d)	12,977		34,130
Techne Corp.	4,175		357,130
			5,280,514
Pharmaceuticals - 1.2%
AcelRx Pharmaceuticals, Inc. (a)	6,090		59,560
Acura Pharmaceuticals, Inc. (a)(d)	4,909		8,443
Aerie Pharmaceuticals, Inc.	3,215		36,169
Akorn, Inc. (a)(d)	11,086		285,465
Alcobra Pharma Ltd.	1,817		31,761
Alexza Pharmaceuticals, Inc. (a)	428		2,114
Alimera Sciences, Inc. (a)	2,500		6,300
ANI Pharmaceuticals, Inc. (a)	1,410		20,050
Aratana Therapeutics, Inc.	4,139		81,952
AstraZeneca PLC rights (a)	3,011		0
Auxilium Pharmaceuticals, Inc. (a)	4,987		101,785
AVANIR Pharmaceuticals Class A (a)	16,623		73,806
Biodel, Inc. (a)	350		788
Biodelivery Sciences International, Inc. (a)	2,742		13,162
Cadence Pharmaceuticals, Inc. (a)	8,714		78,600
Cardiome Pharma Corp. (a)	1,097		6,783
Cempra, Inc. (a)	5,300		68,529
Columbia Laboratories, Inc. (a)	768		4,938
Corcept Therapeutics, Inc. (a)(d)	10,274		22,089
Cornerstone Therapeutics, Inc. (a)	2,560		24,294
Cumberland Pharmaceuticals, Inc. (a)	1,718		8,556
DepoMed, Inc. (a)(d)	9,288		81,920
Durect Corp. (a)	8,664		15,162
Endo Health Solutions, Inc. (a)	12,641		849,349
Endocyte, Inc. (a)(d)	3,058		35,289
Flamel Technologies SA sponsored ADR (a)	2,626		19,249
GW Pharmaceuticals PLC ADR (a)	529		19,303
Hi-Tech Pharmacal Co., Inc.	1,911		82,995
Horizon Pharma, Inc. (a)	9,729		70,243
Impax Laboratories, Inc. (a)	7,145		171,766
Jazz Pharmaceuticals PLC (a)	6,472		756,706
Mylan, Inc. (a)(d)	42,511		1,876,010
Nektar Therapeutics (a)(d)	13,487		169,397
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
NeuroBioPharm, Inc.:
Class A (d)	213		$ 20
warrants (a)(d)	427		0
Novogen Ltd. sponsored ADR (a)	19		98
NuPathe, Inc. (a)(d)	1,000		2,030
Omeros Corp. (a)(d)	3,590		28,325
Pacira Pharmaceuticals, Inc. (a)	3,813		210,439
Pain Therapeutics, Inc.	3,313		15,174
Pernix Therapeutics Holdings, Inc. (a)(d)	9,460		26,204
Pozen, Inc.	3,117		24,624
ProPhase Labs, Inc. (a)	1,566		3,101
Questcor Pharmaceuticals, Inc. (d)	6,692		388,203
Relypsa, Inc.	3,838		65,975
Repros Therapeutics, Inc. (a)(d)	2,624		45,002
Sagent Pharmaceuticals, Inc. (a)	3,256		73,944
Salix Pharmaceuticals Ltd. (a)(d)	7,207		611,226
Santarus, Inc. (a)(d)	7,310		235,236
SciClone Pharmaceuticals, Inc. (a)(d)	5,359		26,152
Shire PLC sponsored ADR	3,824		519,337
Skystar Bio-Pharmaceutical Co. Ltd. (a)	1,359		5,368
Sucampo Pharmaceuticals, Inc. Class A (a)	6,917		51,462
Supernus Pharmaceuticals, Inc. (a)(d)	4,590		33,186
The Medicines Company (a)(d)	6,845		250,595
Transcept Pharmaceuticals, Inc. (a)	1,571		5,640
Ventrus Biosciences, Inc. (a)	879		2,655
ViroPharma, Inc. (a)	7,213		357,116
VIVUS, Inc. (a)(d)	10,755		107,765
XenoPort, Inc. (a)(d)	4,387		23,427
Zogenix, Inc. (a)	17,047		55,062
			8,249,899
TOTAL HEALTH CARE			102,286,113
INDUSTRIALS - 4.5%
Aerospace & Defense - 0.3%
AeroVironment, Inc. (a)(d)	2,770		83,571
American Science & Engineering, Inc.	864		61,914
API Technologies Corp. (a)	4,000		15,200
Ascent Solar Technologies, Inc. (a)(d)	1,977		1,562
Astronics Corp. (a)	1,346		70,382
Astronics Corp. Class B	269		13,999
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
BE Aerospace, Inc. (a)	11,754		$ 1,022,598
Elbit Systems Ltd.	5,276		292,079
Erickson Air-Crane, Inc. (a)(d)	1,074		20,309
Innovative Solutions & Support, Inc.	1,668		12,844
KEYW Holding Corp. (a)(d)	3,488		43,216
Kratos Defense & Security Solutions, Inc. (a)(d)	5,337		35,705
LMI Aerospace, Inc. (a)	964		12,233
Sypris Solutions, Inc.	1,434		4,015
Taser International, Inc. (a)	5,777		99,307
TAT Technologies Ltd. (a)	863		6,593
			1,795,527
Air Freight & Logistics - 0.4%
Air Transport Services Group, Inc. (a)	6,093		47,404
Atlas Air Worldwide Holdings, Inc. (a)	2,883		110,707
C.H. Robinson Worldwide, Inc. (d)	18,319		1,074,043
Echo Global Logistics, Inc. (a)	3,065		63,078
Expeditors International of Washington, Inc.	23,094		1,003,203
Forward Air Corp. (d)	2,968		128,218
Hub Group, Inc. Class A (a)(d)	3,812		143,446
Pacer International, Inc. (a)	4,028		36,574
Park-Ohio Holdings Corp. (a)	1,224		52,118
UTI Worldwide, Inc. (d)	11,935		188,692
			2,847,483
Airlines - 0.3%
Allegiant Travel Co.	1,980		219,186
Hawaiian Holdings, Inc. (a)(d)	4,459		40,666
JetBlue Airways Corp. (a)(d)	29,878		265,615
Republic Airways Holdings, Inc. (a)	4,760		53,598
Ryanair Holdings PLC sponsored ADR (d)	12,949		621,876
SkyWest, Inc.	8,544		144,394
Spirit Airlines, Inc. (a)	8,072		370,263
			1,715,598
Building Products - 0.1%
AAON, Inc.	4,914		151,204
American Woodmark Corp. (a)	1,276		46,044
Apogee Enterprises, Inc.	3,424		122,648
Builders FirstSource, Inc. (a)	9,440		66,552
China Ceramics Co. Ltd.	1,500		4,320
Gibraltar Industries, Inc. (a)	2,751		48,693
Insteel Industries, Inc.	1,187		23,586
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Building Products - continued
Nortek, Inc. (a)	2,366		$ 172,813
Patrick Industries, Inc. (a)	1,326		41,438
PGT, Inc. (a)	4,454		44,540
Universal Forest Products, Inc.	2,353		122,285
			844,123
Commercial Services & Supplies - 0.8%
Acorn Energy, Inc.	1,217		4,649
Casella Waste Systems, Inc. Class A (a)	8,680		51,820
CECO Environmental Corp.	10,285		163,840
China Recycling Energy Corp. (a)(d)	8,068		29,771
Cintas Corp. (d)	12,850		713,175
Copart, Inc. (a)	13,525		465,666
Courier Corp.	1,323		24,767
EnerNOC, Inc. (a)	3,061		52,496
Fuel Tech, Inc. (a)	2,055		14,817
G&K Services, Inc. Class A	2,732		164,521
Guanwei Recycling Corp. (a)	700		2,093
Healthcare Services Group, Inc. (d)	10,760		311,932
Heritage-Crystal Clean, Inc. (a)(d)	2,262		42,096
Herman Miller, Inc.	5,712		182,270
Hudson Technologies, Inc. (a)	2,825		7,119
Industrial Services of America, Inc. (a)	694		1,804
InnerWorkings, Inc. (a)	4,624		31,813
Innotrac Corp. (a)	2,559		20,984
Interface, Inc.	6,043		121,162
Intersections, Inc.	1,282		9,923
Kimball International, Inc. Class B	2,252		33,532
McGrath RentCorp.	2,396		93,180
Mobile Mini, Inc.	4,841		195,576
Multi-Color Corp.	1,696		64,295
Performant Financial Corp. (a)	6,317		66,265
Perma-Fix Environmental Services, Inc. (a)	973		3,308
R.R. Donnelley & Sons Co. (d)	20,535		379,898
Standard Parking Corp. (a)(d)	3,413		83,414
Stericycle, Inc. (a)(d)	9,870		1,159,528
Swisher Hygiene, Inc. (Canada) (a)	18,251		9,618
Tetra Tech, Inc. (a)	7,449		212,967
U.S. Ecology, Inc.	1,521		58,528
United Stationers, Inc.	4,733		212,890
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Virco Manufacturing Co. (a)	1,086		$ 2,237
West Corp.	10,345		238,245
			5,230,199
Construction & Engineering - 0.1%
Abengoa SA sponsored ADR Class B (a)(d)	5,100		67,830
Aegion Corp. (a)	4,531		98,640
Foster Wheeler AG (a)	10,394		315,250
Great Lakes Dredge & Dock Corp. (d)	8,665		77,205
Integrated Electrical Services, Inc. (a)	652		2,973
Layne Christensen Co. (a)(d)	1,710		28,472
MYR Group, Inc. (a)	2,014		51,176
Northwest Pipe Co. (a)	758		29,547
Primoris Services Corp.	5,668		163,012
Sterling Construction Co., Inc. (a)	5,032		61,239
UniTek Global Services, Inc. (a)	2,812		4,499
			899,843
Electrical Equipment - 0.2%
Active Power, Inc. (a)	1,672		4,698
Altair Nanotechnologies, Inc. (a)	613		2,667
American Superconductor Corp. (a)(d)	14,941		24,354
Broadwind Energy, Inc. (a)	819		5,405
Capstone Turbine Corp. (a)(d)	43,382		51,625
China BAK Battery, Inc. (a)(d)	782		1,650
Coleman Cable, Inc.	1,787		43,871
Deswell Industries, Inc.	1,530		3,764
Encore Wire Corp.	2,696		135,393
Enphase Energy, Inc. (a)(d)	4,012		29,087
Franklin Electric Co., Inc. (d)	7,474		332,593
FuelCell Energy, Inc. (a)(d)	18,058		24,920
Global Power Equipment Group, Inc.	1,441		28,143
Highpower International, Inc. (a)	815		2,306
Hydrogenics Corp. (a)	700		10,570
II-VI, Inc. (a)	6,186		101,141
Jinpan International Ltd.	1,698		11,071
Lihua International, Inc. (a)	1,279		7,316
Lime Energy Co. (a)	276		969
LSI Industries, Inc.	2,044		17,762
Ocean Power Technologies, Inc. (a)	1,435		2,770
Plug Power, Inc. (a)	631		464
Powell Industries, Inc.	1,530		104,943
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
Power Solutions International, Inc. (a)(d)	1,493		$ 111,676
Preformed Line Products Co.	492		34,661
Revolution Lighting Technologies, Inc. (a)(d)	8,334		23,752
SolarCity Corp.	8,774		458,705
Ultralife Corp. (a)	1,473		4,993
Vicor Corp. (a)	2,510		27,133
			1,608,402
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	3,540		142,131
Machinery - 0.9%
Adept Technology, Inc. (a)	1,739		21,198
Altra Holdings, Inc.	3,583		108,852
American Railcar Industries, Inc. (d)	2,715		117,831
Astec Industries, Inc.	3,385		123,891
Chart Industries, Inc. (a)(d)	3,483		338,896
Cleantech Solutions International, Inc. (a)(d)	197		1,058
Columbus McKinnon Corp. (NY Shares) (a)	1,499		41,522
Commercial Vehicle Group, Inc. (a)	2,120		16,133
Dynamic Materials Corp.	1,149		25,749
Eastern Co.	613		10,611
Edwards Group Ltd. ADR (a)	1,710		17,476
Energy Recovery, Inc. (a)(d)	3,989		19,746
ExOne Co. (d)	1,425		76,095
Flow International Corp. (a)	3,549		14,267
FreightCar America, Inc.	1,099		25,585
Gencor Industries, Inc. (a)	519		4,749
Hardinge, Inc.	2,221		34,403
Hurco Companies, Inc.	804		21,290
Key Technology, Inc. (a)	313		4,476
L.B. Foster Co. Class A	891		41,761
Lincoln Electric Holdings, Inc.	9,526		680,918
Manitex International, Inc. (a)	2,422		32,261
MFRI, Inc. (a)	997		12,941
Middleby Corp. (a)	2,093		462,218
NN, Inc.	1,502		29,965
Nordson Corp.	7,685		554,242
Omega Flex, Inc.	1,368		28,167
PACCAR, Inc.	38,894		2,229,015
PMFG, Inc. (a)	2,024		15,524
RBC Bearings, Inc. (a)	2,436		166,598
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Sun Hydraulics Corp. (d)	3,435		$ 147,602
Tecumseh Products Co.:
Class A (non-vtg.) (a)	1,265		11,043
Class B (a)	262		2,177
TriMas Corp. (a)	4,988		182,461
Twin Disc, Inc.	1,109		31,862
Westport Innovations, Inc. (a)(d)	5,993		128,670
Woodward, Inc.	7,287		312,612
			6,093,865
Marine - 0.1%
Diana Containerships, Inc.	1,986		7,646
DryShips, Inc. (a)(d)	42,597		146,534
Eagle Bulk Shipping, Inc. (a)(d)	1,118		4,472
Euroseas Ltd.	2,727		3,572
FreeSeas, Inc. (a)	35		13
Newlead Holdings Ltd. (a)	87		64
Rand Logistics, Inc. (a)(d)	1,744		9,069
Seanergy Martime Holdings Corp. (a)	799		1,143
Star Bulk Carriers Corp. (a)(d)	1,467		13,966
Ultrapetrol (Bahamas) Ltd. (a)	18,026		61,108
			247,587
Professional Services - 0.4%
51job, Inc. sponsored ADR (a)(d)	1,360		100,205
Acacia Research Corp. (d)	5,559		82,718
Advisory Board Co. (a)(d)	5,056		327,224
Barrett Business Services, Inc.	849		71,757
Corp. Resources Services, Inc. (a)(d)	18,533		49,668
CRA International, Inc. (a)	945		17,454
Exponent, Inc.	1,445		111,800
Heidrick & Struggles International, Inc.	1,475		26,904
Hudson Global, Inc. (a)	2,817		9,634
Huron Consulting Group, Inc. (a)	2,919		173,505
ICF International, Inc. (a)	2,881		104,235
Kelly Services, Inc. Class A (non-vtg.)	4,389		102,000
Kforce, Inc.	3,428		69,177
Lightbridge Corp. (a)	2,205		3,638
Odyssey Marine Exploration, Inc. (a)(d)	6,577		13,483
Pendrell Corp. (a)	19,022		40,707
RCM Technologies, Inc.	2,327		15,032
Resources Connection, Inc.	3,700		52,614
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
RPX Corp. (a)	6,005		$ 99,203
Verisk Analytics, Inc. (a)	18,774		1,222,375
VSE Corp.	427		21,871
			2,715,204
Road & Rail - 0.5%
AMERCO	2,252		521,856
Arkansas Best Corp.	3,041		98,954
Avis Budget Group, Inc. (a)(d)	12,169		448,549
Covenant Transport Group, Inc. Class A (a)	1,650		13,563
Heartland Express, Inc.	9,979		182,915
J.B. Hunt Transport Services, Inc.	12,925		971,831
Landstar System, Inc. (d)	4,873		273,521
Marten Transport Ltd.	3,016		58,601
Old Dominion Freight Lines, Inc. (a)	9,787		504,324
P.A.M. Transportation Services, Inc.	668		12,431
Patriot Transportation Holding, Inc. (a)	1,246		53,279
Quality Distribution, Inc. (a)	2,343		28,655
Saia, Inc. (a)	2,181		75,746
Student Transportation, Inc.	9,179		57,706
U.S.A. Truck, Inc. (a)	1,050		14,837
Universal Truckload Services, Inc.	3,284		94,546
Vitran Corp., Inc. (a)	1,634		8,873
Werner Enterprises, Inc. (d)	9,156		220,385
YRC Worldwide, Inc. (a)	1,005		9,045
			3,649,617
Trading Companies & Distributors - 0.4%
Aceto Corp.	5,547		119,427
Beacon Roofing Supply, Inc. (a)(d)	5,127		190,622
DXP Enterprises, Inc. (a)	1,611		157,846
Essex Rental Corp. (a)	2,219		6,058
Fastenal Co.	33,447		1,556,289
General Finance Corp. (a)	1,165		7,281
H&E Equipment Services, Inc. (a)	4,201		119,855
HD Supply Holdings, Inc. (a)(d)	21,252		447,780
Houston Wire & Cable Co.	1,495		20,183
Lawson Products, Inc. (a)	645		8,237
Rush Enterprises, Inc.:
Class A (a)(d)	2,683		78,424
Class B (a)	1,009		25,124
Stock Building Supply Holdings, Inc.	4,079		74,686
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Titan Machinery, Inc. (a)(d)	1,925		$ 34,284
Willis Lease Finance Corp. (a)	1,056		19,261
			2,865,357
Transportation Infrastructure - 0.0%
Grupo Aeroportuario Norte S.A.B. de CV ADR	550		15,109
TOTAL INDUSTRIALS			30,670,045
INFORMATION TECHNOLOGY - 45.2%
Communications Equipment - 5.0%
ADTRAN, Inc. (d)	6,053		155,441
Alliance Fiber Optic Products, Inc.	2,190		32,303
Alvarion Ltd. (a)	543		380
Ambient Corp. (a)	1,100		2,607
Anaren, Inc. (a)	1,155		32,213
Applied Optoelectronics, Inc.	2,283		30,113
Arris Group, Inc. (a)	15,202		311,945
Aruba Networks, Inc. (a)(d)	13,016		232,205
AudioCodes Ltd. (a)	2,694		17,673
Aviat Networks, Inc. (a)	4,784		12,104
Aware, Inc.	5,644		33,412
Bel Fuse, Inc.:
Class A	300		6,084
Class B (non-vtg.)	558		12,683
Black Box Corp.	1,429		40,026
BlackBerry Ltd. (a)(d)	59,148		374,407
Brocade Communications Systems, Inc. (a)	49,957		439,122
CalAmp Corp. (a)(d)	4,339		108,215
Ceragon Networks Ltd. (a)	1,796		4,706
China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)	1,783		2,657
Ciena Corp. (a)(d)	11,074		245,954
Cisco Systems, Inc.	598,703		12,722,439
Clearfield, Inc. (a)	1,913		34,032
CommScope Holding Co., Inc.	22,991		369,925
Communications Systems, Inc.	3,274		37,847
Comtech Telecommunications Corp.	1,521		48,885
Digi International, Inc. (a)	2,136		24,564
DragonWave, Inc. (a)(d)	2,480		3,011
EchoStar Holding Corp. Class A (a)	4,590		229,730
EMCORE Corp. (a)(d)	1,475		7,744
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
EXFO, Inc. (sub. vtg.) (a)	2,252		$ 12,081
Extreme Networks, Inc. (a)	12,949		89,996
F5 Networks, Inc. (a)	8,581		705,873
Finisar Corp. (a)(d)	10,307		213,252
Gilat Satellite Networks Ltd. (a)	5,055		22,495
Globecomm Systems, Inc. (a)	1,887		26,626
Harmonic, Inc. (a)	11,702		90,105
Infinera Corp. (a)(d)	12,903		119,998
InterDigital, Inc.	5,085		172,331
Ituran Location & Control Ltd.	2,549		50,547
Ixia (a)	7,772		100,958
JDS Uniphase Corp. (a)	26,148		317,437
KVH Industries, Inc. (a)	1,563		22,101
Meru Networks, Inc. (a)	1,641		5,826
Mitel Networks, Inc. (a)(d)	10,262		88,253
NETGEAR, Inc. (a)(d)	4,275		137,270
NumereX Corp. Class A (a)	2,247		30,312
Oclaro, Inc. (a)(d)	6,326		14,297
Oplink Communications, Inc. (a)	1,737		28,174
Parkervision, Inc. (a)(d)	10,867		45,424
PC-Tel, Inc.	2,538		25,177
Performance Technologies, Inc. (a)	470		1,363
Polycom, Inc. (a)(d)	18,421		198,026
Procera Networks, Inc. (a)(d)	2,618		39,977
QUALCOMM, Inc.	192,068		14,132,363
Radware Ltd. (a)	5,943		101,031
Riverbed Technology, Inc. (a)	17,937		310,310
ShoreTel, Inc. (a)	8,909		71,985
Sierra Wireless, Inc. (a)(d)	4,002		76,646
Silicom Ltd.	1,049		46,649
Sonus Networks, Inc. (a)	31,557		91,831
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR (d)	22,612		282,876
Tellabs, Inc.	36,061		88,349
Tessco Technologies, Inc.	550		21,676
Ubiquiti Networks, Inc. (d)	9,959		392,385
UTStarcom Holdings Corp. (a)	4,655		12,708
ViaSat, Inc. (a)(d)	5,243		315,471
Viewtran Group, Inc. (a)(d)	3,330		7,925
Westell Technologies, Inc. Class A (a)	3,694		15,404
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Wi-Lan, Inc.	14,813		$ 47,678
Zhone Technologies, Inc. (a)	2,208		11,835
			34,157,448
Computers & Peripherals - 9.6%
Apple, Inc.	101,752		56,581,206
Avid Technology, Inc. (a)(d)	3,536		31,294
Concurrent Computer Corp.	867		6,546
Cray, Inc. (a)(d)	4,822		114,812
Datalink Corp. (a)	3,140		32,876
Dot Hill Systems Corp. (a)	4,517		11,564
Electronics for Imaging, Inc. (a)	5,980		236,808
Gaming & Leisure Properties (a)(d)	9,982		460,370
Hutchinson Technology, Inc. (a)	1,552		4,734
Immersion Corp. (a)	2,166		26,555
Intevac, Inc. (a)	1,753		11,605
Logitech International SA	19,233		220,410
NetApp, Inc.	38,517		1,588,826
Novatel Wireless, Inc. (a)	2,420		5,227
OCZ Technology Group, Inc. (a)(d)	6,689		753
On Track Innovations Ltd. (a)	5,512		17,638
Overland Storage, Inc. (a)	3,560		4,130
QLogic Corp. (a)	9,664		119,930
Qumu Corp. (a)	799		10,267
SanDisk Corp. (d)	26,960		1,837,324
Seagate Technology (d)	39,604		1,942,180
Silicon Graphics International Corp. (a)	2,986		39,774
Smart Technologies, Inc. Class A (a)	3,897		8,223
Stratasys Ltd. (a)(d)	5,393		635,134
Super Micro Computer, Inc. (a)	4,382		69,586
Transact Technologies, Inc.	1,837		23,348
Western Digital Corp.	26,497		1,988,335
Xyratex Ltd.	3,114		32,136
			66,061,591
Electronic Equipment & Components - 1.2%
Agilysys, Inc. (a)	2,256		29,486
Audience, Inc. (a)(d)	2,217		22,392
CDW Corp.	19,933		444,506
Cognex Corp.	9,590		315,991
Coherent, Inc.	2,382		164,453
Control4 Corp. (d)	2,561		44,741
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
CUI Global, Inc. (a)	1,439		$ 9,051
Daktronics, Inc.	3,527		53,963
Digital Ally, Inc. (a)	179		1,403
DTS, Inc. (a)	1,687		37,772
Echelon Corp. (a)	3,399		7,852
Electro Rent Corp.	3,981		84,875
Electro Scientific Industries, Inc.	4,034		41,510
FARO Technologies, Inc. (a)	1,765		96,263
FEI Co.	5,178		471,457
Flextronics International Ltd. (a)(d)	69,350		525,673
FLIR Systems, Inc.	16,342		484,867
Frequency Electronics, Inc.	801		9,163
GSI Group, Inc. (a)	3,002		32,962
HLS Systems International Ltd. (a)	6,494		123,321
I. D. Systems Inc. (a)	730		4,541
Identive Group, Inc. (a)	4,784		3,014
Insight Enterprises, Inc. (a)	4,185		100,733
IPG Photonics Corp. (d)	5,649		409,665
Itron, Inc. (a)(d)	4,275		181,046
KEY Tronic Corp. (a)	2,433		25,595
Littelfuse, Inc.	2,475		215,201
LoJack Corp. (a)	1,208		4,880
LRAD Corp. (a)	2,260		4,294
Magal Security Systems Ltd. (a)	1,252		4,758
Maxwell Technologies, Inc. (a)(d)	2,392		19,016
Measurement Specialties, Inc. (a)	2,277		126,009
Mercury Systems, Inc. (a)	2,848		31,157
Mesa Laboratories, Inc.	635		52,553
MicroVision, Inc. (a)	1,233		1,628
MOCON, Inc.	1,486		20,863
Molex, Inc.	10,929		422,297
Molex, Inc. Class A (non-vtg.)	10,375		400,683
MTS Systems Corp.	1,471		102,573
Multi-Fineline Electronix, Inc. (a)	2,217		31,304
National Instruments Corp.	14,584		455,896
Neonode, Inc. (a)(d)	3,560		22,535
NetList, Inc. (a)	1,689		1,182
Newport Corp. (a)	3,551		60,900
Orbotech Ltd. (a)	5,875		82,191
OSI Systems, Inc. (a)	2,281		174,953
Parametric Sound Corp. (a)(d)	937		11,609
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
PC Connection, Inc.	3,744		$ 81,357
PC Mall, Inc. (a)	1,383		13,139
Perceptron, Inc.	784		7,856
Planar Systems, Inc. (a)	480		1,176
Plexus Corp. (a)	4,007		161,763
RadiSys Corp. (a)	1,899		4,254
Research Frontiers, Inc. (a)(d)	1,108		7,401
Richardson Electronics Ltd.	1,588		17,833
Rofin-Sinar Technologies, Inc. (a)	3,325		85,885
Sanmina Corp. (a)	8,739		135,280
ScanSource, Inc. (a)	2,885		121,141
Speed Commerce, Inc. (a)(d)	10,191		40,153
Tech Data Corp. (a)	5,319		275,737
Trimble Navigation Ltd. (a)(d)	28,455		907,715
TTM Technologies, Inc. (a)	7,898		76,611
Uni-Pixel, Inc. (a)(d)	1,194		15,367
Universal Display Corp. (a)(d)	4,968		179,394
Viasystems Group, Inc. (a)	2,351		34,912
Zygo Corp. (a)(d)	1,484		23,403
			8,163,154
Internet Software & Services - 10.3%
21Vianet Group, Inc. ADR (a)(d)	4,581		81,771
Akamai Technologies, Inc. (a)(d)	19,633		877,988
Angie's List, Inc. (a)(d)	5,766		75,073
Autobytel, Inc. (a)	631		7,824
Baidu.com, Inc. sponsored ADR (a)	30,775		5,126,192
Bazaarvoice, Inc. (a)(d)	9,032		71,353
Benefitfocus, Inc.	3,259		157,442
Blucora, Inc. (a)	4,873		141,707
Brightcove, Inc. (a)(d)	2,608		37,112
BroadVision, Inc. (a)	599		6,020
Carbonite, Inc. (a)	2,600		32,240
China Finance Online Co. Ltd. ADR (a)	2,033		8,193
ChinaCache International Holdings Ltd. sponsored ADR (a)	2,750		20,488
Commtouch Software Ltd. (a)(d)	7,845		20,711
comScore, Inc. (a)	3,739		101,738
Constant Contact, Inc. (a)(d)	3,257		89,144
Cornerstone OnDemand, Inc. (a)(d)	5,477		276,150
CoStar Group, Inc. (a)	3,148		586,284
Criteo SA sponsored ADR	1,098		39,638
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
DealerTrack Holdings, Inc. (a)(d)	5,208		$ 217,694
Digital River, Inc. (a)	3,351		59,882
E2open, Inc. (a)(d)	3,262		72,677
EarthLink, Inc.	10,002		54,511
eBay, Inc. (a)	145,218		7,336,413
eGain Communications Corp. (a)	3,510		40,400
Endurance International Group Holdings, Inc. (d)	13,200		188,628
Equinix, Inc. (a)(d)	5,449		875,654
Facebook, Inc. Class A (a)	203,596		9,571,048
GigaMedia Ltd. (a)	5,039		5,089
Global Eagle Entertainment, Inc. (a)(d)	9,375		143,906
Gogo, Inc. (d)	9,437		251,685
Google, Inc. Class A (a)	30,663		32,490,208
IAC/InterActiveCorp	9,126		522,098
Internap Network Services Corp. (a)	4,621		35,535
iPass, Inc. (a)	4,991		8,634
j2 Global, Inc. (d)	6,695		321,159
Ku6 Media Co. Ltd. sponsored ADR (a)	2,051		5,866
Limelight Networks, Inc. (a)	7,958		16,314
Liquidity Services, Inc. (a)(d)	3,383		78,384
LivePerson, Inc. (a)	6,112		75,116
Local Corp. (a)	545		872
LogMeIn, Inc. (a)	2,380		82,110
Marchex, Inc. Class B	2,468		23,150
Marketo, Inc.	3,973		115,614
Mediabistro, Inc. (a)	208		749
MercadoLibre, Inc. (d)	4,886		540,929
Move, Inc. (a)	3,598		55,589
Net Element International, Inc. (a)(d)	2,798		7,499
NetEase.com, Inc. sponsored ADR	8,412		604,066
NIC, Inc.	7,609		185,507
OpenTable, Inc. (a)(d)	2,674		223,466
Perficient, Inc. (a)	4,731		102,568
Perion Network Ltd. (a)(d)	2,392		24,566
Points International Ltd. (a)	1,800		46,998
QuinStreet, Inc. (a)	3,529		30,879
RealNetworks, Inc. (a)	2,721		21,197
Rediff.com India Ltd. sponsored ADR (a)	371		820
Reis, Inc. (a)(d)	2,925		52,270
Remark Media, Inc. (a)	212		1,075
Responsys, Inc. (a)	5,878		99,397
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Rocket Fuel, Inc. (d)	3,812		$ 181,985
SciQuest, Inc. (a)(d)	2,059		57,570
Selectica, Inc. (a)	245		1,600
Sify Technologies Ltd. sponsored ADR (a)(d)	1,965		3,832
SINA Corp. (a)(d)	7,552		582,033
Sohu.com, Inc. (a)(d)	4,244		286,003
SPS Commerce, Inc. (a)	1,840		121,017
Stamps.com, Inc. (a)	1,389		63,991
Support.com, Inc. (a)	3,686		14,744
Synacor, Inc. (a)(d)	2,654		7,431
TechTarget, Inc. (a)	3,566		21,539
TheStreet.com, Inc. (a)	1,783		3,923
Travelzoo, Inc. (a)	1,494		32,091
United Online, Inc.	1,177		18,632
Unwired Planet, Inc.	9,252		14,063
ValueClick, Inc. (a)(d)	8,570		183,398
Velti PLC (a)	6,123		560
VeriSign, Inc. (a)(d)	15,702		892,816
VistaPrint Ltd. (a)	3,485		199,812
Vocus, Inc. (a)	2,078		20,697
Web.com Group, Inc. (a)(d)	4,909		140,152
WebMD Health Corp. (a)(d)	4,447		171,965
Wix.com Ltd. (a)(d)	3,900		79,950
Xoom Corp. (d)	4,106		113,469
Yahoo!, Inc. (a)	114,262		4,225,409
Yandex NV (a)	25,974		1,032,467
YY, Inc. ADR (a)(d)	2,328		117,285
Zillow, Inc. (a)(d)	3,615		284,211
Zix Corp. (a)	5,859		27,127
			71,247,062
IT Services - 2.1%
Acxiom Corp. (a)	7,793		259,351
Automatic Data Processing, Inc.	54,480		4,359,490
Blackhawk Network Holdings, Inc.	2,049		46,697
Cardtronics, Inc. (a)	5,274		224,620
Cass Information Systems, Inc.	1,288		80,822
China Information Technology, Inc. (a)	1,650		8,580
Cognizant Technology Solutions Corp. Class A (a)	33,751		3,168,881
Computer Task Group, Inc.	2,070		39,413
CSG Systems International, Inc.	3,230		93,250
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
Dynamics Research Corp. (a)	900		$ 6,516
Edgewater Technology, Inc. (a)	1,090		7,859
Euronet Worldwide, Inc. (a)	5,816		281,785
ExlService Holdings, Inc. (a)	3,384		89,202
Fiserv, Inc. (a)	14,552		1,599,119
Forrester Research, Inc.	2,212		88,436
Hackett Group, Inc.	3,105		19,406
iGATE Corp. (a)	6,608		221,236
Information Services Group, Inc. (a)	2,794		11,455
Innodata, Inc. (a)	1,720		4,420
Jack Henry & Associates, Inc.	10,326		586,207
JetPay Corp. (a)(d)	3,116		7,447
Lionbridge Technologies, Inc. (a)	5,275		30,015
ManTech International Corp. Class A	2,289		65,855
Mattersight Corp. (a)	1,970		9,456
ModusLink Global Solutions, Inc. (a)	3,600		14,004
MoneyGram International, Inc. (a)	6,835		144,150
NCI, Inc. Class A (a)	868		5,659
Newtek Business Services, Inc. (a)	2,552		6,686
Pactera Technology International Ltd. ADR (d)	11,204		78,876
Paychex, Inc. (d)	39,669		1,734,725
PFSweb, Inc. (a)	1,898		16,589
Planet Payment, Inc. (a)	15,430		36,261
PRG-Schultz International, Inc. (a)	2,112		13,897
QIWI PLC Class B sponsored ADR	2,234		104,507
Sapient Corp. (a)	15,168		238,593
ServiceSource International, Inc. (a)(d)	8,958		86,982
Sykes Enterprises, Inc. (a)	6,422		142,183
Syntel, Inc.	4,408		389,535
Teletech Holdings, Inc. (a)	6,825		175,266
Virtusa Corp. (a)	2,378		83,920
			14,581,351
Office Electronics - 0.1%
Zebra Technologies Corp. Class A (a)	6,812		353,134
Semiconductors & Semiconductor Equipment - 7.4%
Actions Semiconductor Co. Ltd. ADR (a)	5,005		12,863
Advanced Energy Industries, Inc. (a)	5,102		121,530
Aixtron AG sponsored ADR (a)(d)	770		10,657
Alpha & Omega Semiconductor Ltd. (a)	2,548		19,747
Altera Corp.	36,085		1,163,741
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Ambarella, Inc. (a)	3,374		$ 83,675
Amkor Technology, Inc. (a)(d)	32,827		196,962
Amtech Systems, Inc. (a)	792		6,051
ANADIGICS, Inc. (a)	5,180		9,946
Analog Devices, Inc. (d)	34,997		1,687,555
Applied Materials, Inc.	134,724		2,330,725
Applied Micro Circuits Corp. (a)	8,815		110,628
ARM Holdings PLC sponsored ADR (d)	13,838		690,516
ASM International NV (depositary receipt)	565		19,199
ASML Holding NV	11,556		1,079,099
Atmel Corp. (a)	48,937		374,368
ATMI, Inc. (a)	2,939		89,933
Avago Technologies Ltd.	28,089		1,256,421
Axcelis Technologies, Inc. (a)	7,148		15,940
AXT, Inc. (a)	2,879		6,794
Broadcom Corp. Class A	59,669		1,592,566
Brooks Automation, Inc.	7,616		80,501
BTU International, Inc. (a)	667		1,848
Cabot Microelectronics Corp. (a)	3,094		139,447
Camtek Ltd. (a)(d)	1,772		7,283
Canadian Solar, Inc. (a)	5,765		167,992
Cascade Microtech, Inc. (a)	1,205		12,556
Cavium, Inc. (a)(d)	5,383		194,865
Ceva, Inc. (a)(d)	2,062		32,971
China Sunergy Co. Ltd. ADR (a)	811		4,963
ChipMOS TECHNOLOGIES (Bermuda) Ltd.	3,194		65,413
Cirrus Logic, Inc. (a)(d)	6,650		134,197
Cohu, Inc.	2,800		27,748
Cree, Inc. (a)(d)	13,321		743,312
CVD Equipment Corp. (a)(d)	958		13,115
Cypress Semiconductor Corp.	17,185		166,523
Diodes, Inc. (a)	5,769		117,861
DSP Group, Inc. (a)	1,709		15,108
Entegris, Inc. (a)	13,615		149,493
Entropic Communications, Inc. (a)(d)	8,091		40,131
EZchip Semiconductor Ltd. (a)	3,149		75,796
Fairchild Semiconductor International, Inc. (a)	16,589		211,178
First Solar, Inc. (a)(d)	10,842		648,568
FormFactor, Inc. (a)	4,723		25,599
GSI Technology, Inc. (a)	7,790		53,907
GT Advanced Technologies, Inc. (a)(d)	13,938		136,732
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Hanwha Solarone Co. Ltd. ADR (a)(d)	4,357		$ 15,206
Himax Technologies, Inc. sponsored ADR (d)	10,420		104,200
Hittite Microwave Corp. (a)(d)	3,858		243,941
Ikanos Communications, Inc. (a)	7,650		10,404
Integrated Device Technology, Inc. (a)	16,817		166,825
Integrated Silicon Solution, Inc. (a)	2,319		27,457
Intel Corp.	557,534		13,291,611
Intermolecular, Inc. (a)	4,427		25,234
Intersil Corp. Class A	14,332		150,773
IXYS Corp.	2,709		33,348
JA Solar Holdings Co. Ltd. ADR (a)(d)	3,491		32,990
KLA-Tencor Corp.	18,241		1,165,053
Kopin Corp. (a)(d)	6,229		25,414
Kulicke & Soffa Industries, Inc. (a)	7,932		100,102
Lam Research Corp. (a)(d)	18,376		957,573
Lattice Semiconductor Corp. (a)	13,458		74,961
Linear Technology Corp.	26,025		1,107,364
LSI Corp.	64,680		521,968
LTX-Credence Corp. (a)	3,814		27,537
M/A-COM Technology Solutions, Inc. (a)	4,539		72,624
Marvell Technology Group Ltd.	55,277		786,592
Mattson Technology, Inc. (a)	3,129		8,386
Maxim Integrated Products, Inc.	31,550		898,544
Mellanox Technologies Ltd. (a)(d)	5,229		203,617
Micrel, Inc.	6,146		59,678
Microchip Technology, Inc. (d)	21,926		949,177
Micron Technology, Inc. (a)	115,842		2,444,266
Microsemi Corp. (a)	10,171		248,478
Mindspeed Technologies, Inc. (a)	3,673		18,475
MKS Instruments, Inc.	5,243		156,084
Monolithic Power Systems, Inc. (d)	4,309		143,921
Montage Tech Group Ltd.	4,823		87,296
MoSys, Inc. (a)	9,799		46,153
Nanometrics, Inc. (a)	2,245		42,386
Nova Measuring Instruments Ltd. (a)	2,306		20,869
NVE Corp. (a)	453		25,816
NVIDIA Corp.	65,460		1,021,176
NXP Semiconductors NV (a)	27,620		1,173,850
O2Micro International Ltd. sponsored ADR (a)	3,450		9,591
Omnivision Technologies, Inc. (a)(d)	6,680		107,080
ON Semiconductor Corp. (a)	52,196		370,070
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
PDF Solutions, Inc. (a)	2,505		$ 58,116
Peregrine Semiconductor Corp. (a)(d)	3,014		27,819
Pericom Semiconductor Corp. (a)	2,086		19,900
Photronics, Inc. (a)(d)	8,213		70,960
Pixelworks, Inc. (a)	3,092		13,110
PLX Technology, Inc. (a)	5,702		38,431
PMC-Sierra, Inc. (a)	22,033		132,198
Power Integrations, Inc.	3,028		161,877
QuickLogic Corp. (a)(d)	4,310		14,395
Rambus, Inc. (a)(d)	10,601		91,063
RDA Microelectronics, Inc. sponsored ADR	3,193		56,261
RF Micro Devices, Inc. (a)	31,899		168,427
Rubicon Technology, Inc. (a)(d)	2,238		22,783
Rudolph Technologies, Inc. (a)	2,800		31,500
SemiLEDs Corp. (a)(d)	2,000		2,120
Semtech Corp. (a)	8,036		238,830
Sigma Designs, Inc. (a)	2,862		16,056
Silicon Image, Inc. (a)	8,358		45,300
Silicon Laboratories, Inc. (a)(d)	4,673		182,481
Silicon Motion Technology Corp. sponsored ADR	3,200		47,776
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	9,531		55,852
Skyworks Solutions, Inc. (a)(d)	20,786		552,700
Spreadtrum Communications, Inc. ADR	4,769		145,979
SunPower Corp. (a)(d)	13,609		412,897
Supertex, Inc.	1,164		30,206
Synaptics, Inc. (a)(d)	3,726		188,200
Tessera Technologies, Inc.	8,659		173,180
Texas Instruments, Inc. (d)	121,819		5,238,217
Tower Semiconductor Ltd. (a)	1,741		7,312
TriQuint Semiconductor, Inc. (a)(d)	19,496		153,628
Ultra Clean Holdings, Inc. (a)	1,865		18,575
Ultratech, Inc. (a)(d)	3,352		88,694
Veeco Instruments, Inc. (a)	4,450		143,379
Vimicro International Corp. sponsored ADR (a)	1,883		3,935
Vitesse Semiconductor Corp. (a)	10,824		31,823
Xilinx, Inc.	29,899		1,328,413
			51,134,506
Software - 9.5%
Accelrys, Inc. (a)	8,192		79,708
ACI Worldwide, Inc. (a)(d)	4,259		274,833
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Activision Blizzard, Inc.	78,265		$ 1,346,941
Actuate Corp. (a)	4,500		35,370
Adobe Systems, Inc. (a)	56,142		3,187,743
Advent Software, Inc.	5,185		182,253
Allot Communications Ltd. (a)(d)	3,016		39,329
American Software, Inc. Class A	2,162		20,863
ANSYS, Inc. (a)	10,368		888,227
AsiaInfo-Linkage, Inc. (a)(d)	7,921		92,438
Aspen Technology, Inc. (a)(d)	9,953		393,442
Attunity Ltd. (a)	1,304		10,993
Autodesk, Inc. (a)	24,867		1,125,232
AutoNavi Holdings Ltd. ADR (a)(d)	3,713		56,363
Blackbaud, Inc.	5,139		185,878
BluePhoenix Solutions Ltd. (a)	285		1,337
Bottomline Technologies, Inc. (a)	4,924		170,223
BroadSoft, Inc. (a)(d)	2,902		77,106
CA Technologies, Inc.	50,531		1,667,523
Cadence Design Systems, Inc. (a)(d)	32,892		435,819
Callidus Software, Inc. (a)	4,415		48,212
Changyou.com Ltd. (A Shares) ADR (a)(d)	1,356		38,185
Check Point Software Technologies Ltd. (a)(d)	21,761		1,346,135
Cinedigm Corp. (a)	4,170		9,591
Citrix Systems, Inc. (a)	21,068		1,249,754
ClickSoftware Technologies Ltd.	2,678		19,201
CommVault Systems, Inc. (a)(d)	5,019		375,672
Compuware Corp.	25,935		285,026
Comverse, Inc.	2,187		73,265
Concur Technologies, Inc. (a)(d)	6,164		598,463
CounterPath Corp. (a)	305		436
Covisint Corp.	5,007		63,539
Datawatch Corp. (a)	1,145		42,216
Descartes Systems Group, Inc. (a)	6,375		86,576
Digimarc Corp.	697		13,055
Ebix, Inc.	3,374		47,000
Electronic Arts, Inc. (a)(d)	34,956		775,324
Envivio, Inc. (a)	4,709		13,844
EPIQ Systems, Inc.	5,614		93,922
ePlus, Inc.	1,018		54,992
Evolving Systems, Inc.	1,208		12,068
FalconStor Software, Inc. (a)	4,107		6,078
FireEye, Inc. (d)	13,267		509,055
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Fortinet, Inc. (a)	18,165		$ 310,622
Glu Mobile, Inc. (a)(d)	11,690		43,019
Guidance Software, Inc. (a)	2,847		26,335
Informatica Corp. (a)(d)	12,924		501,580
Interactive Intelligence Group, Inc. (a)(d)	2,416		157,137
Intuit, Inc. (d)	32,728		2,429,399
Jive Software, Inc. (a)(d)	7,320		81,179
KongZhong Corp. sponsored ADR (a)	2,588		20,264
Magic Software Enterprises Ltd.	8,370		54,824
Majesco Entertainment Co. (a)	3,390		2,034
Manhattan Associates, Inc. (a)	2,203		264,933
Mentor Graphics Corp.	14,474		326,027
MICROS Systems, Inc. (a)(d)	8,079		434,004
Microsoft Corp.	932,665		35,562,516
MicroStrategy, Inc. Class A (a)	912		117,949
Mitek Systems, Inc. (a)(d)	2,622		18,328
Monotype Imaging Holdings, Inc.	5,071		157,962
Net 1 UEPS Technologies, Inc. (a)	4,905		40,172
NetScout Systems, Inc. (a)	4,930		150,020
NetSol Technologies, Inc. (a)	525		2,662
NICE Systems Ltd. sponsored ADR	5,461		214,945
Nuance Communications, Inc. (a)(d)	34,200		462,384
Open Text Corp.	6,592		564,063
Parametric Technology Corp. (a)	13,575		441,731
Pegasystems, Inc.	4,955		249,484
Perfect World Co. Ltd. sponsored ADR Class B	5,354		101,565
Progress Software Corp. (a)	6,324		166,574
Proofpoint, Inc. (a)	3,846		117,303
QAD, Inc. Class A	1,432		24,459
QLIK Technologies, Inc. (a)	10,286		257,973
Qualys, Inc. (a)	3,340		82,565
RealPage, Inc. (a)(d)	9,029		202,340
Rovi Corp. (a)	11,980		220,432
Sapiens International Corp. NV	5,316		37,531
SeaChange International, Inc. (a)	2,919		43,318
Shanda Games Ltd. sponsored ADR (a)	6,211		25,217
Smith Micro Software, Inc. (a)	2,943		4,150
Sonic Foundry, Inc. (a)	478		4,770
Splunk, Inc. (a)	11,555		833,809
SS&C Technologies Holdings, Inc. (a)(d)	9,180		395,750
Symantec Corp.	78,122		1,756,964
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Synchronoss Technologies, Inc. (a)(d)	4,552		$ 144,435
Synopsys, Inc. (a)	17,123		627,215
Take-Two Interactive Software, Inc. (a)	10,587		173,203
Tangoe, Inc. (a)(d)	3,946		62,110
TeleCommunication Systems, Inc. Class A (a)	4,258		9,836
TeleNav, Inc. (a)	3,300		23,232
The9 Ltd. sponsored ADR (a)	1,168		3,025
TIBCO Software, Inc. (a)	17,892		432,450
TigerLogic Corp. (a)	4,013		7,946
TiVo, Inc. (a)	13,894		178,260
Trunkbow International Holdings Ltd. (a)(d)	2,500		2,925
Ultimate Software Group, Inc. (a)	2,945		461,452
Vasco Data Security International, Inc. (a)	3,654		28,136
Verint Systems, Inc. (a)	7,214		273,555
Voltari Corp. (a)	320		1,331
Vringo, Inc. (a)(d)	14,917		47,585
Wave Systems Corp. Class A (a)(d)	1,415		1,627
Zynga, Inc. (a)	67,701		294,499
			65,714,345
TOTAL INFORMATION TECHNOLOGY			311,412,591
MATERIALS - 0.8%
Chemicals - 0.4%
A. Schulman, Inc.	2,693		92,101
Advanced Emissions Solutions, Inc. (a)	913		52,945
American Pacific Corp. (a)	617		25,513
Balchem Corp.	3,520		208,208
Fuwei Films Holdings Co. Ltd. (a)	926		1,046
Gulf Resources, Inc. (a)	3,255		8,430
Hawkins, Inc.	1,179		44,519
Innophos Holdings, Inc.	2,523		121,054
Innospec, Inc.	2,724		132,686
Landec Corp. (a)	2,417		28,376
Marrone Bio Innovations, Inc. (d)	4,341		64,724
Material Sciences Corp. (a)	1,000		9,990
Methanex Corp.	10,484		643,909
Penford Corp. (a)	697		8,566
Senomyx, Inc. (a)	3,104		13,068
Sigma Aldrich Corp.	13,339		1,150,355
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Yongye International, Inc. (a)	9,549		$ 60,254
Zoltek Companies, Inc. (a)(d)	3,821		63,925
			2,729,669
Construction Materials - 0.0%
CaesarStone Sdot-Yam Ltd.	3,955		194,388
China Advanced Construction Materials Group, Inc. (a)	135		709
U.S. Concrete, Inc. (a)	2,219		51,636
United States Lime & Minerals, Inc. (a)	477		27,528
			274,261
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	553		28,513
Silgan Holdings, Inc.	7,298		341,182
UFP Technologies, Inc. (a)	1,423		36,429
			406,124
Metals & Mining - 0.3%
Century Aluminum Co. (a)	10,170		91,530
China Gerui Adv Mat Group Ltd. (a)	5,824		7,222
China Natural Resources, Inc. (a)	1,718		7,044
China Precision Steel, Inc. (a)(d)	271		369
Globe Specialty Metals, Inc.	7,665		136,437
Handy & Harman Ltd. (a)	2,127		52,175
Haynes International, Inc.	1,358		73,631
Horsehead Holding Corp. (a)(d)	10,655		159,505
Kaiser Aluminum Corp. (d)	1,921		129,322
Olympic Steel, Inc.	1,959		54,989
Pan American Silver Corp. (d)	16,085		173,557
Prospect Global Resources, Inc. (a)	330		578
Randgold Resources Ltd. sponsored ADR (d)	5,619		397,544
Royal Gold, Inc. (d)	7,284		328,436
Schnitzer Steel Industries, Inc. Class A	2,367		72,513
Silver Standard Resources, Inc. (a)(d)	7,860		46,924
SinoCoking Coal and Coke Chemical Industries, Inc. (a)(d)	1,300		1,469
Steel Dynamics, Inc.	27,521		501,433
Sutor Technology Group Ltd. (a)	5,943		10,935
Synalloy Corp.	766		12,340
Universal Stainless & Alloy Products, Inc. (a)	559		20,320
			2,278,273
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)(d)	8,448		$ 80,256
Pope Resources, Inc. LP	396		26,429
			106,685
TOTAL MATERIALS			5,795,012
TELECOMMUNICATION SERVICES - 1.5%
Diversified Telecommunication Services - 0.3%
8x8, Inc. (a)(d)	6,659		69,387
Alaska Communication Systems Group, Inc. (a)	3,895		8,608
Atlantic Tele-Network, Inc.	1,469		82,367
B Communications Ltd.	3,475		59,631
Cbeyond, Inc. (a)	2,879		15,978
Cogent Communications Group, Inc.	5,494		214,321
Consolidated Communications Holdings, Inc.	3,932		75,986
FairPoint Communications, Inc. (a)	2,654		24,682
Frontier Communications Corp. (d)	118,228		553,307
General Communications, Inc. Class A (a)	3,238		32,218
Hawaiian Telcom Holdco, Inc. (a)(d)	740		22,444
HickoryTech Corp.	5,938		81,291
Hong Kong Television Network Ltd. sponsored ADR (d)	1,671		8,806
inContact, Inc. (a)(d)	7,718		57,885
Inteliquent, Inc.	2,667		30,911
Internet Gold Golden Lines Ltd. (a)(d)	1,546		16,465
Iridium Communications, Inc. (a)(d)	7,393		45,467
Lumos Networks Corp.	2,829		65,237
ORBCOMM, Inc. (a)	2,897		18,019
Towerstream Corp. (a)	5,027		11,763
TW Telecom, Inc. (a)	17,344		491,182
VocalTec Communications Ltd. (a)(d)	1,700		19,499
Windstream Holdings, Inc. (d)	67,173		542,086
			2,547,540
Wireless Telecommunication Services - 1.2%
America Movil S.A.B. de CV Series A sponsored ADR	968		22,506
Boingo Wireless, Inc. (a)(d)	3,209		20,955
Leap Wireless International, Inc. (a)	8,904		147,895
Linktone Ltd. sponsored ADR (a)	452		1,139
NII Holdings, Inc. (a)(d)	17,070		43,358
NTELOS Holdings Corp.	2,909		62,282
Partner Communications Co. Ltd. ADR (a)	1,446		13,766
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
SBA Communications Corp. Class A (a)(d)	14,056		$ 1,197,150
Shenandoah Telecommunications Co.	3,124		78,038
U.S.A. Mobility, Inc.	1,749		25,693
VimpelCom Ltd. sponsored ADR	186,039		2,284,559
Vodafone Group PLC sponsored ADR	112,420		4,169,658
			8,066,999
TOTAL TELECOMMUNICATION SERVICES			10,614,539
UTILITIES - 0.1%
Electric Utilities - 0.1%
MGE Energy, Inc.	4,169		233,256
Otter Tail Corp.	4,881		144,282
			377,538
Gas Utilities - 0.0%
Delta Natural Gas Co., Inc.	1,210		26,898
RGC Resources, Inc.	94		1,786
			28,684
Independent Power Producers & Energy Traders - 0.0%
Pattern Energy Group, Inc.	3,701		90,267
Synthesis Energy Systems, Inc. (a)	3,632		2,470
			92,737
Water Utilities - 0.0%
Artesian Resources Corp. Class A	575		13,628
Cadiz, Inc. (a)(d)	1,425		8,422
Connecticut Water Service, Inc.	871		30,267
Consolidated Water Co., Inc.	1,157		14,543
Middlesex Water Co.	1,342		29,497
Pure Cycle Corp. (a)	3,377		23,842
Tri-Tech Holding, Inc. (a)	664		930
York Water Co.	1,176		25,743
			146,872
TOTAL UTILITIES			645,831
TOTAL COMMON STOCKS (Cost $414,831,705)		683,525,193

U.S. Treasury Obligations - 0.1%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 0.09% 7/24/14 (e) (Cost $499,722)	$ 500,000	$ 499,708

Money Market Funds - 18.8%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	13,458,778		13,458,778
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	116,028,304		116,028,304
TOTAL MONEY MARKET FUNDS (Cost $129,487,082)		129,487,082
TOTAL INVESTMENT PORTFOLIO - 118.1% (Cost $544,818,509)			813,511,983
NET OTHER ASSETS (LIABILITIES) - (18.1)%			(124,596,384)
NET ASSETS - 100%		$ 688,915,599

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
76 CME E-mini NASDAQ 100 Index Contracts (United States)	Dec. 2013	$ 5,301,000	$ 396,886

The face value of futures purchased as a percentage of net assets is 0.8%

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) 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 $199,883.

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	$ 9,547
Fidelity Securities Lending Cash Central Fund	606,123
Total	$ 615,670

Other Information

The following is a summary of the inputs used, as of November 30, 2013, 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	$ 138,566,020	$ 138,566,020	$ -	$ -
Consumer Staples	26,814,943	26,814,943	-	-
Energy	8,501,576	8,497,136	-	4,440
Financials	48,218,523	48,218,144	379	-
Health Care	102,286,113	102,286,093	-	20
Industrials	30,670,045	30,670,045	-	-
Information Technology	311,412,591	311,412,591	-	-
Materials	5,795,012	5,795,012	-	-
Telecommunication Services	10,614,539	10,614,539	-	-
Utilities	645,831	645,831	-	-
U.S. Government and Government Agency Obligations	499,708	-	499,708	-
Money Market Funds	129,487,082	129,487,082	-	-
Total Investments in Securities:	$ 813,511,983	$ 813,007,436	$ 500,087	$ 4,460
Derivative Instruments:
Assets
Futures Contracts	$ 396,886	$ 396,886	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2013. 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)	$ 396,886	$ -
Total Value of Derivatives	$ 396,886	$ -

(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

	November 30, 2013
Assets
Investment in securities, at value (including securities loaned of $113,403,690) - See accompanying schedule: Unaffiliated issuers (cost $415,331,427)	$ 684,024,901
Fidelity Central Funds (cost $129,487,082)	129,487,082
Total Investments (cost $544,818,509)		$ 813,511,983
Cash		10
Receivable for investments sold		51,175
Receivable for fund shares sold		1,236,765
Dividends receivable		913,297
Distributions receivable from Fidelity Central Funds		52,875
Receivable for daily variation margin for derivative instruments		23,494
Prepaid expenses		1,673
Receivable from investment adviser for expense reductions		150,973
Other receivables		423
Total assets		815,942,668
Liabilities
Payable for investments purchased	$ 10,158,742
Payable for fund shares redeemed	383,500
Accrued management fee	132,476
Distribution and service plan fees payable	94,144
Other affiliated payables	91,980
Other payables and accrued expenses	137,923
Collateral on securities loaned, at value	116,028,304
Total liabilities		127,027,069
Net Assets		$ 688,915,599
Net Assets consist of:
Paid in capital		$ 410,117,054
Undistributed net investment income		4,574,468
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		5,133,718
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		269,090,359
Net Assets, for 12,650,990 shares outstanding		$ 688,915,599
Net Asset Value, offering price and redemption price per share ($688,915,599 ÷ 12,650,990 shares)		$ 54.46

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2013
Investment Income
Dividends		$ 7,946,605
Interest		426
Income from Fidelity Central Funds (including $606,123 from security lending)		615,670
Total income		8,562,701
Expenses
Management fee	$ 1,316,532
Transfer agent fees	763,520
Distribution and service plan fees	329,087
Licensing fees	329,087
Accounting and security lending fees	214,369
Custodian fees and expenses	14,065
Independent trustees' compensation	2,920
Registration fees	46,396
Audit	55,582
Legal	1,354
Miscellaneous	4,338
Total expenses before reductions	3,077,250
Expense reductions	(1,274,499)	1,802,751
Net investment income (loss)		6,759,950
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	8,365,862
Foreign currency transactions	(199)
Futures contracts	1,851,081
Total net realized gain (loss)		10,216,744
Change in net unrealized appreciation (depreciation) on: Investment securities	155,925,054
Assets and liabilities in foreign currencies	77
Futures contracts	310,770
Total change in net unrealized appreciation (depreciation)		156,235,901
Net gain (loss)		166,452,645
Net increase (decrease) in net assets resulting from operations		$ 173,212,595

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,759,950	$ 4,614,889
Net realized gain (loss)	10,216,744	4,159,483
Change in net unrealized appreciation (depreciation)	156,235,901	41,786,809
Net increase (decrease) in net assets resulting from operations	173,212,595	50,561,181
Distributions to shareholders from net investment income	(5,666,240)	(2,376,699)
Share transactions Proceeds from sales of shares	197,506,753	231,778,282
Reinvestment of distributions	5,480,595	2,275,159
Cost of shares redeemed	(163,016,889)	(112,190,691)
Net increase (decrease) in net assets resulting from share transactions	39,970,459	121,862,750
Redemption fees	79,074	144,852
Total increase (decrease) in net assets	207,595,888	170,192,084
Net Assets
Beginning of period	481,319,711	311,127,627
End of period (including undistributed net investment income of $4,574,468 and undistributed net investment income of $4,038,446, respectively)	$ 688,915,599	$ 481,319,711
Other Information Shares
Sold	4,256,272	5,831,849
Issued in reinvestment of distributions	138,877	67,074
Redeemed	(3,655,270)	(2,865,865)
Net increase (decrease)	739,879	3,033,058

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

Annual Report

Financial Highlights

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 40.41	$ 35.04	$ 33.35	$ 28.54	$ 20.48
Income from Investment Operations
Net investment income (loss) B	.57	.44	.28	.22	.18
Net realized and unrealized gain (loss)	13.95	5.19	1.63	4.73	8.07
Total from investment operations	14.52	5.63	1.91	4.95	8.25
Distributions from net investment income	(.48)	(.27)	(.23)	(.15)	(.20)
Redemption fees added to paid in capital B	.01	.01	.01	.01	.01
Net asset value, end of period	$ 54.46	$ 40.41	$ 35.04	$ 33.35	$ 28.54
Total Return A	36.39%	16.24%	5.74%	17.45%	40.70%
Ratios to Average Net Assets C, E
Expenses before reductions	.56%	.58%	.58%	.58%	.62%
Expenses net of fee waivers, if any	.33%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.33%	.35%	.35%	.35%	.35%
Net investment income (loss)	1.23%	1.13%	.80%	.73%	.75%
Supplemental Data
Net assets, end of period (000 omitted)	$ 688,916	$ 481,320	$ 311,128	$ 280,150	$ 220,902
Portfolio turnover rate D	14%	10%	12%	8%	3%

^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 expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2013

1. Organization.

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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 November 30, 2013, 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. 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 and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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 November 30, 2013, 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. 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

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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 291,176,028
Gross unrealized depreciation	(23,530,250)
Net unrealized appreciation (depreciation) on securities and other investments	$ 267,645,778
Tax Cost	$ 545,866,205

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

Undistributed ordinary income	$ 4,586,778
Undistributed long-term capital gain	$ 6,578,300
Net unrealized appreciation (depreciation)	$ 267,645,776

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 5,666,240	$ 2,376,699

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 net asset value 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.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross

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3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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.

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 $1,851,081 and a change in net unrealized appreciation (depreciation) of $310,770 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 $123,368,089 and $78,509,258, 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 that is based on an annual rate of .24% of the Fund's average net assets.

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6. Fees and Other Transactions with Affiliates - continued

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by the investment adviser for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Service Plan. The Fund pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a distribution fee based on .06% of the Fund's average net assets. FDC pays these fees to NASDAQ OMX Group for marketing services provided to the Fund. The Fund does not pay a service fee.

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 .14% 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.

Licensing Fees. Under the terms of a license agreement, the investment adviser pays NASDAQ OMX Group an annual licensing fee for the use of the NASDAQ Composite Index. The investment adviser has entered into a sub-license agreement with the Fund whereby the Fund pays the investment adviser the amount of the license fee at the rate of up to .06% of the Fund's average net assets.

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 $1,126 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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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. 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.

9. Expense Reductions.

The investment adviser contractually agreed to waive expenses of the Fund to the extent annual operating expenses exceeded .29% of average net assets. During the period, these levels ranged between .35% and .29%. The expense limitation effective August 1, 2013 was .29%. This reimbursement will remain in place through January 31, 2015. Some expenses, for example interest expense, including commitment fees, are excluded from this waiver. During the period this waiver reduced the Fund's expenses by $1,270,426.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $4,028.

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 $45.

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.

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Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Nasdaq Composite Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Nasdaq Composite Index Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of November 30, 2013, 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 November 30, 2013, 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 Nasdaq Composite Index Fund as of November 30, 2013, 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

January 16, 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 173 funds. Mr. Curvey oversees 396 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 247 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.

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Trustees and Officers - continued

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

Board Structure and Oversight Function. 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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
Year of Election or Appointment: 2011 Trustee
	Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.
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 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.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2006 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as 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).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
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.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
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.
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 NASDAQ Composite Index 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
12/16/13	12/13/13	$0.398	$0.491
01/13/14	01/10/14	$0.000	$0.026

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2013, $7,177,325, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 95% and 82% of the dividends distributed on December 14, 2012 and December 27, 2012, respectively 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 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Nasdaq Composite Index Fund

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

The Board meets regularly and, 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, 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 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 2013 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 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 in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is a part of the Fidelity family of funds.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization.

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 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.

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 global and income-oriented solutions; (iv) 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; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. 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 a fund's benchmark index, over appropriate time periods taking into account relevant factors including the following:  general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; securities lending revenues; and fund cash flows and other factors.

Annual Report

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 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 its benchmark index for the most recent one-, three-, and five-year periods, as shown below. A peer group comparison is not shown below.

Fidelity Nasdaq Composite Index Fund

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 management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 TMG % of 51% means that 49% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. 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 ranked, is also included in the chart and considered by the Board.

Fidelity Nasdaq Composite Index Fund

The Board noted that the fund's management fee ranked above the median of its Total Mapped Group and below the median of its ASPG for 2012.

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 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, 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 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 above its competitive median for 2012. The Board considered that, in general, various factors can affect total expense ratios. The Board also considered that the fund pays The NASDAQ OMX Group, Inc. a 0.06% licensing fee and a 0.06% marketing (12b-1) fee and that the majority of funds in the fund's competitive universe do not pay these fees.

The Board further considered that FMR contractually agreed to waive the fund's expenses to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets, exceed 0.35% through January 31, 2014.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. 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, although 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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.

Annual Report

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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.

Geode Capital Management, LLC

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

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®)
1-800-544-5555

Automated line for quickest service

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

EIF-UANN-0114
1.795563.110

Fidelity®

Nasdaq Composite Index® Tracking Stock

Annual Report

November 30, 2013

(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.
Premium/Discount Analysis	(Click Here)	Information regarding the fund's NAV and market price.
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-FIDELITY to request a free copy of the proxy voting guidelines.

Nasdaq®, OMX®, NASDAQ OMX®, Nasdaq Composite®, and The Nasdaq Stock Market®, Inc. are registered trademarks of The NASDAQ OMX Group, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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

The fund's net asset value (NAV) performance is based on the NAV calculated each business day. It is calculated in accordance with the standard formula for valuing mutual fund shares as of the close of regular trading hours on The Nasdaq Stock Market, normally 4:00 p.m. Eastern time (or NYSE if NASDAQ is closed). The fund's market price performance is based on the daily closing price of the shares of the fund on The Nasdaq Stock Market.

Cumulative total returns reflect performance over the period shown generally by adding one year's return - positive or negative - to the next year's return. NAV and closing market price average annual returns reflect 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), at NAV and Market Price, respectively, and assumes 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 or selling of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Cumulative Total Returns

Periods ended November 30, 2013	Past 1 year	Past 5 years	Past 10 years
Fidelity® Nasdaq Composite Index® Tracking Stock - NAV	36.35%	176.34%	121.69%
Fidelity® Nasdaq Composite Index® Tracking Stock - Market Price	36.13%	180.67%	122.17%
Nasdaq Composite Index®	36.73%	179.44%	126.70%

Average Annual Total Returns

Periods ended November 30, 2013	Past 1 year	Past 5 years	Past 10 years
Fidelity Nasdaq Composite Index Tracking Stock - NAV	36.35%	22.54%	8.29%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	36.13%	22.93%	8.31%

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Nasdaq Composite Index Tracking Stock - NAV on November 30, 2003. 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.

Annual Report

Management's Discussion of Fund Performance

Market Recap: With the current bull run nearing the five-year mark, equity benchmarks ripped up old records during the 12 months ending November 30, 2013. Gains were fueled by strengthening U.S. economic data, as well as generally improving economies and accommodative monetary policies worldwide. The broad S&P 500® Index reached new peaks in its 30.30% climb for the period, and the blue-chip Dow Jones Industrial Average^SM surpassed historic milestones en route to a 26.63% gain. The Nasdaq Composite Index®, up 36.73% amid a resurgence in growth-oriented stocks, closed above 4,000 for the first time since 2000. Shedding anxiety over the 2012 U.S. presidential election - and apparently confident that the federal debt-ceiling debate would be resolved - markets rose from period start through late May. News that the U.S. Federal Reserve was considering an end to its stimulative bond-buying kept stocks in flux over the summer but, by September, the Fed had set aside any imminent tapering. Despite jitters over a potential U.S. military strike in Syria and, later, an October budget impasse that briefly shuttered the federal government, volatility was subdued heading into the holidays, with investor optimism helping many markets home in on all-time highs at period end. Elsewhere, non-U.S. developed-market equities saw similar results, with the MSCI® EAFE® Index adding 24.97%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Nasdaq Composite Index® Tracking Stock: For the year, the fund rose 36.35% - roughly in line with the Nasdaq index - while its market price added 36.13%. On an absolute basis, the top individual contributors were software maker Microsoft and Internet search leader Google, whose shares were up roughly 47% and more than 50%, respectively. Social-networking company Facebook also helped, as the company saw increased profits from mobile advertising. In consumer discretionary - the strongest-performing sector of the period - online retailer Amazon.com helped, especially in late October after the company posted better-than-anticipated sales. Meanwhile, in health care - the next-best performing group - biotechnology companies Gilead Sciences, Celgene and Biogen Idec all contributed. In contrast, the biggest individual detractor was consumer electronics and personal computer maker Apple - by far the largest position in the index and fund - whose shares declined 3%. Other technology stocks, such as online auction provider eBay and voice-recognition software company Nuance Communications, hurt. Of final note, shares of Intuitive Surgical plummeted in July, as the maker of robotic surgical systems lost more than 15% in a single day on disappointing second-quarter financial results.

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

Premium/Discount Analysis (Unaudited)

Shares of Fidelity® Nasdaq Composite Index® Tracking Stock (the fund) are listed on The Nasdaq Stock Market® and can be bought and sold on the secondary market at market prices. Although the market price is expected to approximate the fund's NAV, it is possible that the market price and NAV will vary significantly. The closing market price is the daily closing price as reported on The Nasdaq Stock Market.

Premiums or discounts are the differences (expressed as a basis point differential with 1 basis point equaling 1/100 of 1%) between the fund's NAV and closing market price. A premium indicates that the closing market price is trading above the NAV. A discount indicates that the closing market price is trading below the NAV. A discrepancy may exist with respect to the timing of when the NAV is calculated and the determination of the closing market price.

The chart below presents information about the differences between the fund's daily closing market price and the fund's NAV.

Periods Ended November 30, 2013

From December 1, 2008
to November 30, 2013	Closing Price Below NAV		Closing Price Above or Equal to NAV
Basis Point Differential	Number of Days	% of Total Days	Number of Days	% of Total Days
0 - <25	473	37.57%	398	31.61%
25 - <50	135	10.72%	104	8.26%
50 - <75	42	3.34%	32	2.54%
75 - <100	23	1.82%	12	0.95%
100 or above	22	1.75%	18	1.44%
Total	695	55.20%	564	44.80%

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2013 to November 30, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Annualized Expense RatioB	Beginning Account Value June 1, 2013	Ending Account Value November 30, 2013	Expenses Paid During Period* June 1, 2013 to November 30, 2013
Actual	.24%	$ 1,000.00	$ 1,181.30	$ 1.31
HypotheticalA		$ 1,000.00	$ 1,023.87	$ 1.22

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	8.3	7.9
Microsoft Corp.	5.2	5.5
Google, Inc. Class A	4.8	4.4
Amazon.com, Inc.	2.9	2.3
QUALCOMM, Inc.	2.1	2.1
Intel Corp.	2.0	2.3
Gilead Sciences, Inc.	1.9	1.6
Cisco Systems, Inc.	1.9	2.4
Comcast Corp. Class A	1.8	1.6
Amgen, Inc.	1.4	1.4
	32.3
Market Sectors as of November 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	45.5	48.3
Consumer Discretionary	20.3	18.5
Health Care	14.9	14.1
Financials	7.0	6.9
Industrials	4.5	4.4
Consumer Staples	3.9	4.0
Telecommunication Services	1.6	1.2
Energy	1.3	1.4
Materials	0.8	0.9
Utilities	0.1	0.1
Asset Allocation (% of fund's net assets)
To match the Nasdaq Composite Index, Fidelity Nasdaq Composite Index Tracking Stock seeks I00% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2013

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value
CONSUMER DISCRETIONARY - 20.3%
Auto Components - 0.3%
Ballard Power Systems, Inc. (a)(d)	5,892		$ 7,763
China Automotive Systems, Inc. (a)	1,171		10,094
China XD Plastics Co. Ltd. (a)	1,800		8,280
Dorman Products, Inc.	1,788		89,007
Federal-Mogul Corp. Class A (a)	7,536		154,639
Fox Factory Holding Corp.	1,652		30,364
Fuel Systems Solutions, Inc. (a)	944		12,895
Gentex Corp.	6,508		194,003
Gentherm, Inc. (a)	1,351		32,640
Quantum Fuel Systems Technologies Worldwide, Inc. (a)	109		749
Remy International, Inc.	1,857		43,138
Shiloh Industries, Inc.	954		22,114
SORL Auto Parts, Inc. (a)	847		3,490
Spartan Motors, Inc.	1,938		13,392
The Goodyear Tire & Rubber Co.	11,755		261,666
			884,234
Automobiles - 0.3%
Kandi Technolgies, Inc. (a)(d)	1,476		10,583
Tesla Motors, Inc. (a)(d)	5,710		726,769
			737,352
Distributors - 0.2%
Core-Mark Holding Co., Inc.	563		41,561
LKQ Corp. (a)	14,239		472,023
Pool Corp.	2,255		126,370
VOXX International Corp. (a)	1,121		19,999
Weyco Group, Inc.	720		21,132
			681,085
Diversified Consumer Services - 0.3%
American Public Education, Inc. (a)(d)	942		42,569
Apollo Ed Group, Inc. Class A (non-vtg.) (a)	5,243		137,838
Ascent Capital Group, Inc. (a)	599		51,502
Cambium Learning Group, Inc. (a)	1,704		2,607
Capella Education Co.	712		46,793
Career Education Corp. (a)	3,986		20,129
Corinthian Colleges, Inc. (a)	4,002		6,723
Education Management Corp. (a)	6,062		70,016
Grand Canyon Education, Inc. (a)	2,106		95,907
Houghton Mifflin Harcourt Co.	6,000		104,160
JTH Holding, Inc. Class A (a)	1,320		32,142
Learning Tree International, Inc. (a)	1,176		3,305
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Lincoln Educational Services Corp.	1,270		$ 6,795
Matthews International Corp. Class A	1,287		54,286
National American University Holdings, Inc.	891		3,270
Outerwall, Inc. (a)(d)	1,350		92,340
Steiner Leisure Ltd. (a)	756		44,725
Stewart Enterprises, Inc. Class A	4,166		55,200
Strayer Education, Inc.	549		20,395
			890,702
Hotels, Restaurants & Leisure - 2.9%
AFC Enterprises, Inc. (a)	1,243		54,182
Ambassadors Group, Inc.	1,181		5,444
BJ's Restaurants, Inc. (a)	1,440		42,682
Bloomin' Brands, Inc. (a)	5,694		149,183
Bob Evans Farms, Inc.	1,162		64,596
Bravo Brio Restaurant Group, Inc. (a)	599		9,566
Buffalo Wild Wings, Inc. (a)	873		131,160
Caesars Acquisition Co. (a)(d)	6,000		72,960
Caesars Entertainment Corp. (a)	5,940		121,414
Carrols Restaurant Group, Inc. (a)	828		5,548
Century Casinos, Inc. (a)	1,261		6,721
China Lodging Group Ltd. ADR (a)	1,080		28,393
Churchill Downs, Inc.	839		75,384
Chuys Holdings, Inc. (a)	747		26,025
Cosi, Inc. (a)	855		1,411
Cracker Barrel Old Country Store, Inc.	1,068		115,867
Del Frisco's Restaurant Group, Inc. (a)	966		20,450
Denny's Corp. (a)	5,306		38,203
Diversified Restaurant Holdings, Inc. (a)	2,173		12,299
Dunkin' Brands Group, Inc.	4,834		236,769
Einstein Noah Restaurant Group, Inc.	1,560		24,944
Empire Resorts, Inc. (a)	865		4,290
Fiesta Restaurant Group, Inc. (a)	1,285		62,926
Gaming Partners International Corp.	974		7,880
Home Inns & Hotels Management, Inc. sponsored ADR (a)	1,586		63,646
Iao Kun Group Hldng Co. Ltd.	2,700		8,532
Icahn Enterprises LP	5,304		642,155
Ignite Restaurant Group, Inc. (a)	1,090		13,462
International Speedway Corp. Class A	1,292		44,354
Interval Leisure Group, Inc.	2,346		62,826
Isle of Capri Casinos, Inc. (a)	1,572		12,780
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Jack in the Box, Inc. (a)	1,933		$ 91,528
Jamba, Inc. (a)	631		7,446
Lakes Entertainment, Inc. (a)	1,531		6,047
Marriott International, Inc. Class A	14,879		699,611
Melco Crown Entertainment Ltd. sponsored ADR (a)	8,527		303,476
Monarch Casino & Resort, Inc. (a)	1,171		20,785
Morgans Hotel Group Co. (a)	1,711		13,774
MTR Gaming Group, Inc. (a)	1,908		10,608
Multimedia Games Holding Co., Inc. (a)	1,333		38,657
Nathan's Famous, Inc. (a)	130		6,856
Noodles & Co. (d)	1,094		44,449
Norwegian Cruise Line Holdings Ltd.	9,599		327,326
Panera Bread Co. Class A (a)	1,320		233,495
Papa John's International, Inc.	1,127		95,654
Penn National Gaming, Inc. (a)	3,876		55,969
Potbelly Corp.	1,270		35,401
Premier Exhibitions, Inc. (a)	1,837		2,168
Red Robin Gourmet Burgers, Inc. (a)	671		53,485
Rick's Cabaret International, Inc. (a)	654		6,782
Ruth's Hospitality Group, Inc.	2,344		33,707
Scientific Games Corp. Class A (a)	4,724		84,796
Sonic Corp. (a)	2,754		54,502
Starbucks Corp.	35,324		2,877,493
Texas Roadhouse, Inc. Class A	3,179		88,948
The Cheesecake Factory, Inc.	2,509		122,314
Town Sports International Holdings, Inc.	1,387		19,071
Wendy's Co.	19,050		164,021
Wynn Resorts Ltd.	4,792		794,849
			8,459,270
Household Durables - 0.3%
Bassett Furniture Industries, Inc.	30		473
Cavco Industries, Inc. (a)	263		17,745
Dixie Group, Inc. (a)	613		7,957
EveryWare Global, Inc. (a)	3,519		28,715
Flexsteel Industries, Inc.	387		10,704
Garmin Ltd.	9,271		450,200
Helen of Troy Ltd. (a)	1,588		77,351
Hooker Furniture Corp.	148		2,528
iRobot Corp. (a)	1,281		42,542
LGI Homes, Inc.	979		15,077
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Lifetime Brands, Inc.	648		$ 9,474
Skullcandy, Inc. (a)	1,012		6,143
SodaStream International Ltd. (a)	974		55,986
Stanley Furniture Co., Inc. (a)	1,428		5,426
Universal Electronics, Inc. (a)	803		30,522
Zagg, Inc. (a)	1,716		7,276
			768,119
Internet & Catalog Retail - 5.4%
1-800-FLOWERS.com, Inc. Class A (a)	2,160		10,994
Amazon.com, Inc. (a)	21,529		8,474,245
Blue Nile, Inc. (a)(d)	493		22,708
CafePress, Inc. (a)	752		5,001
Ctrip.com International Ltd. sponsored ADR (a)(d)	6,866		328,057
dELiA*s, Inc. (a)	1,477		1,772
eLong, Inc. sponsored ADR (a)	1,362		24,257
Expedia, Inc.	5,874		374,115
FTD Companies, Inc. (a)	778		25,658
Gaiam, Inc. Class A (a)	991		6,253
Geeknet, Inc. (a)	385		7,253
Groupon, Inc. Class A (a)	31,327		283,509
HomeAway, Inc. (a)	4,197		153,191
HSN, Inc.	2,583		148,264
Liberty Media Corp.:
Interactive Series A (a)	24,960		700,877
Series A (a)	1,608		195,452
MakeMyTrip Ltd. (a)	1,659		26,478
Mecox Lane Ltd. ADR (a)	99		432
Netflix, Inc. (a)	2,781		1,017,290
NutriSystem, Inc.	1,638		32,236
Overstock.com, Inc. (a)	1,163		32,564
PetMed Express, Inc.	992		15,654
priceline.com, Inc. (a)	2,423		2,889,016
Qunar Cayman Islands Ltd. sponsored ADR	529		13,966
RetailMeNot, Inc.	1,929		55,304
Shutterfly, Inc. (a)(d)	1,772		83,692
TripAdvisor, Inc. (a)	6,257		552,618
U.S. Auto Parts Network, Inc. (a)	1,459		3,881
ValueVision Media, Inc. Class A (a)	1,927		11,100
Vitacost.com, Inc. (a)	1,319		7,571
			15,503,408
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - 0.4%
Arctic Cat, Inc.	723		$ 40,683
Black Diamond, Inc. (a)	972		12,976
Escalade, Inc.	2,186		23,259
Hasbro, Inc.	6,070		326,687
JAKKS Pacific, Inc. (d)	1,076		6,951
Johnson Outdoors, Inc. Class A	139		3,981
Mattel, Inc.	16,401		758,874
Smith & Wesson Holding Corp. (a)(d)	2,624		31,016
Summer Infant, Inc. (a)	1,126		2,432
			1,206,859
Media - 7.4%
AirMedia Group, Inc. ADR (a)	2,505		4,158
AMC Networks, Inc. Class A (a)	2,884		185,124
Bona Film Group Ltd. sponsored ADR (a)	1,740		9,553
Carmike Cinemas, Inc. (a)	720		17,237
Central European Media Enterprises Ltd. Class A (a)	7,227		18,068
Charter Communications, Inc. Class A (a)	4,782		646,048
China Yida Holding Co. (a)	191		659
ChinaNet Online Holdings, Inc. (a)	838		612
Comcast Corp.:
Class A	102,205		5,096,963
Class A (special) (non-vtg.) (d)	20,489		986,545
Crown Media Holdings, Inc. Class A (a)	15,678		52,521
CTC Media, Inc.	7,218		91,308
Cumulus Media, Inc. Class A (a)(d)	8,307		57,983
Daily Journal Corp. (a)	46		6,716
Dex Media, Inc. (a)(d)	636		4,617
Digital Generation, Inc. (a)	1,316		15,542
DIRECTV (a)	25,763		1,703,192
Discovery Communications, Inc.:
Class A (a)	6,872		599,719
Class B (a)	243		21,182
Class C (non-vtg.) (a)	4,288		346,342
DISH Network Corp. Class A	10,279		556,711
DreamWorks Animation SKG, Inc. Class A (a)	3,539		112,753
Emmis Communications Corp. Class A (a)	6,257		16,581
Global Sources Ltd. (a)	2,061		15,890
Harris Interactive, Inc. (a)	3,264		6,561
Lamar Advertising Co. Class A (a)	3,678		183,606
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Liberty Global PLC:
Class A (a)	10,415		$ 893,711
Class B (a)	433		36,970
Class C (a)	7,858		640,034
Liberty Media Corp. Class A (a)	5,677		871,192
Loral Space & Communications Ltd.	985		77,746
MDC Partners, Inc. Class A (sub. vtg.)	2,944		67,005
Morningstar, Inc.	2,260		188,507
National CineMedia, Inc.	2,520		46,998
News Corp.:
Class A (a)	18,164		326,225
Class B (a)	9,750		175,208
Nexstar Broadcasting Group, Inc. Class A	1,427		70,879
ReachLocal, Inc. (a)	1,236		15,635
Reading International, Inc. Class A (a)	489		3,565
Rentrak Corp. (a)	582		23,222
RRSat Global Communications Network Ltd.	1,086		8,199
Salem Communications Corp. Class A	840		7,552
Scholastic Corp.	1,622		49,536
SFX Entertainment, Inc.	3,621		36,101
Sinclair Broadcast Group, Inc. Class A	3,375		110,768
Sirius XM Holdings, Inc. (d)	292,233		1,101,718
Spanish Broadcasting System, Inc. Class A (a)	192		743
Starz - Liberty Capital Series A (a)	5,563		157,322
The Madison Square Garden Co. Class A (a)	2,889		162,824
Twenty-First Century Fox, Inc.:
Class A	70,308		2,354,615
Class B	39,010		1,288,500
Value Line, Inc.	540		5,249
Viacom, Inc.:
Class A	2,405		193,025
Class B (non-vtg.)	20,552		1,647,654
VisionChina Media, Inc. ADR (a)	186		1,620
WPP PLC ADR	501		55,491
			21,374,005
Multiline Retail - 0.3%
Dollar Tree, Inc. (a)	10,560		587,664
Fred's, Inc. Class A	1,867		32,411
Gordmans Stores, Inc.	983		10,272
Sears Holdings Corp. (a)(d)	5,038		320,064
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Multiline Retail - continued
The Bon-Ton Stores, Inc.	613		$ 10,899
Tuesday Morning Corp. (a)	1,968		27,257
			988,567
Specialty Retail - 2.0%
America's Car Mart, Inc. (a)	288		12,105
Ascena Retail Group, Inc. (a)	7,416		157,961
bebe stores, Inc.	4,204		24,762
Bed Bath & Beyond, Inc. (a)	10,351		807,689
Big 5 Sporting Goods Corp.	1,248		23,238
Body Central Corp. (a)	779		3,054
Books-A-Million, Inc. (a)(d)	924		2,384
Cache, Inc. (a)	829		4,344
Citi Trends, Inc. (a)	738		12,184
Coldwater Creek, Inc. (a)	1,017		915
Conn's, Inc. (a)	1,841		111,068
Destination Maternity Corp.	569		17,377
Destination XL Group, Inc. (a)	2,709		19,044
Finish Line, Inc. Class A	2,251		59,449
Five Below, Inc. (a)	2,529		134,442
Francescas Holdings Corp. (a)	2,058		40,378
Hibbett Sports, Inc. (a)(d)	1,197		77,290
Jos. A. Bank Clothiers, Inc. (a)	1,303		74,036
Kirkland's, Inc. (a)	1,117		28,618
Mattress Firm Holding Corp. (a)(d)	1,499		55,658
Monro Muffler Brake, Inc.	1,411		74,868
O'Reilly Automotive, Inc. (a)	5,102		637,546
Pacific Sunwear of California, Inc. (a)	3,348		9,743
Perfumania Holdings, Inc. (a)	270		1,331
PetSmart, Inc.	4,845		359,063
Rent-A-Center, Inc.	2,686		91,485
Ross Stores, Inc.	10,425		797,096
Sears Hometown & Outlet Stores, Inc. (a)	1,091		34,890
Select Comfort Corp. (a)(d)	2,569		54,232
Shoe Carnival, Inc.	856		24,764
Staples, Inc.	31,466		488,667
Stein Mart, Inc.	2,124		31,308
The Children's Place Retail Stores, Inc. (a)	1,047		57,585
Tile Shop Holdings, Inc. (a)(d)	2,434		40,770
Tractor Supply Co.	6,645		486,480
Trans World Entertainment Corp.	2,993		13,020
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	3,014		$ 382,597
Urban Outfitters, Inc. (a)	7,084		276,418
West Marine, Inc. (a)	1,099		14,880
Wet Seal, Inc. Class A (a)	4,849		16,147
Winmark Corp.	289		24,753
Zumiez, Inc. (a)	1,410		39,156
			5,622,795
Textiles, Apparel & Luxury Goods - 0.5%
Cherokee, Inc.	486		6,960
Columbia Sportswear Co.	1,644		114,077
Costa, Inc. Class A (a)	435		9,527
Crocs, Inc. (a)	4,379		60,430
Deckers Outdoor Corp. (a)	1,739		143,711
Exceed Co. Ltd. (a)	1,376		2,036
Fossil Group, Inc. (a)	2,747		349,611
G-III Apparel Group Ltd. (a)	900		54,225
Iconix Brand Group, Inc. (a)	2,871		113,921
Joe's Jeans, Inc. (a)	3,054		3,665
Kingold Jewelry, Inc. (a)	2,377		4,231
lululemon athletica, Inc. (a)	5,328		371,468
Perry Ellis International, Inc.	883		13,713
R.G. Barry Corp.	205		3,936
Steven Madden Ltd. (a)	3,276		127,633
Vera Bradley, Inc. (a)	1,918		48,180
			1,427,324
TOTAL CONSUMER DISCRETIONARY			58,543,720
CONSUMER STAPLES - 3.9%
Beverages - 0.2%
Coca-Cola Bottling Co. Consolidated	378		25,666
Craft Brew Alliance, Inc. (a)	853		15,141
MGP Ingredients, Inc.	857		4,294
Monster Beverage Corp. (a)	7,843		464,149
National Beverage Corp.	2,399		50,667
			559,917
Food & Staples Retailing - 1.6%
Andersons, Inc.	857		72,905
Arden Group, Inc. Class A	180		23,398
Casey's General Stores, Inc.	1,764		131,277
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Chefs' Warehouse Holdings (a)	950		$ 24,377
China Jo-Jo Drugstores, Inc. (a)	688		534
Costco Wholesale Corp.	20,566		2,579,593
Fairway Group Holdings Corp.	1,198		22,750
Fresh Market, Inc. (a)	2,257		91,882
Ingles Markets, Inc. Class A	343		9,011
PriceSmart, Inc. (d)	1,458		181,944
QKL Stores, Inc. (a)	97		427
Spartan Stores, Inc. (d)	1,818		42,178
Sprouts Farmers Market LLC	6,958		263,291
The Pantry, Inc. (a)	1,055		15,181
United Natural Foods, Inc. (a)	2,275		156,634
Village Super Market, Inc. Class A	329		12,742
Whole Foods Market, Inc.	17,604		996,386
			4,624,510
Food Products - 2.0%
Alico, Inc.	489		19,061
Boulder Brands, Inc. (a)	3,061		46,864
Bridgford Foods Corp.	1,052		10,047
Cal-Maine Foods, Inc.	1,065		58,522
Calavo Growers, Inc.	888		27,377
Diamond Foods, Inc. (a)	906		22,414
Farmer Brothers Co. (a)	900		18,360
Green Mountain Coffee Roasters, Inc. (d)	7,056		475,433
Griffin Land & Nurseries, Inc.	578		19,074
Hain Celestial Group, Inc. (a)	2,327		192,420
Inventure Foods, Inc. (a)	910		11,639
J&J Snack Foods Corp.	925		79,476
John B. Sanfilippo & Son, Inc.	434		11,063
Kraft Foods Group, Inc.	28,067		1,490,919
Lancaster Colony Corp.	1,301		112,745
Le Gaga Holdings Ltd. ADR (a)	599		2,085
Lifeway Foods, Inc.	942		14,243
Limoneira Co.	450		11,858
Mondelez International, Inc.	83,956		2,815,045
Origin Agritech Ltd. (a)	1,198		2,156
Pilgrims Pride Corp. (a)	12,427		203,554
Sanderson Farms, Inc.	1,016		69,433
Seneca Foods Corp. Class A (a)	577		18,077
SkyPeople Fruit Juice, Inc. (a)	1,084		2,038
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Snyders-Lance, Inc.	3,308		$ 95,303
SunOpta, Inc. (a)	3,169		29,313
			5,858,519
Household Products - 0.0%
Central Garden & Pet Co. (a)	36		280
Central Garden & Pet Co. Class A (non-vtg.) (a)	1,423		11,128
WD-40 Co.	838		63,068
			74,476
Personal Products - 0.1%
Elizabeth Arden, Inc. (a)	1,466		57,951
Inter Parfums, Inc.	1,657		60,315
LifeVantage Corp. (a)	4,798		9,212
Mannatech, Inc. (a)	136		2,924
Nature's Sunshine Products, Inc.	964		18,499
Neptune Technologies & Bioressources, Inc. (a)	2,737		6,929
Nutraceutical International Corp.	658		16,845
Reliv International, Inc.	721		2,264
Star Scientific, Inc. (a)	5,834		7,584
Synutra International, Inc. (a)	3,528		31,611
The Female Health Co.	1,076		9,856
			223,990
TOTAL CONSUMER STAPLES			11,341,412
ENERGY - 1.3%
Energy Equipment & Services - 0.3%
Dawson Geophysical Co. (a)	540		17,453
ENGlobal Corp. (a)	1,260		1,940
Exterran Partners LP	2,758		76,755
Forbes Energy Services Ltd. (a)	1,860		6,845
Geospace Technologies Corp. (a)	584		50,966
Gulf Island Fabrication, Inc.	780		20,639
Hercules Offshore, Inc. (a)	7,139		45,618
Matrix Service Co. (a)	1,248		27,706
Mitcham Industries, Inc. (a)	402		7,035
Ocean Rig UDW, Inc. (United States) (a)	6,092		126,896
Patterson-UTI Energy, Inc.	6,877		160,303
PHI, Inc. (non-vtg.) (a)	569		24,165
RigNet, Inc. (a)	766		32,540
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Tesco Corp. (a)	2,651		$ 47,400
TGC Industries, Inc.	1,194		8,597
			654,858
Oil, Gas & Consumable Fuels - 1.0%
Abraxas Petroleum Corp. (a)	4,764		17,150
Alliance Holdings GP, LP	2,850		156,722
Alliance Resource Partners LP	1,732		126,904
Amyris, Inc. (a)(d)	2,160		6,005
APCO Oil and Gas International, Inc. (a)	427		6,717
Approach Resources, Inc. (a)(d)	1,963		41,596
BioFuel Energy Corp. (a)	280		543
BreitBurn Energy Partners LP	4,576		86,532
Calumet Specialty Products Partners LP	3,173		90,716
Capital Product Partners LP	3,051		27,337
Carrizo Oil & Gas, Inc. (a)	1,827		73,884
Ceres, Inc. (a)(d)	1,022		1,656
Clayton Williams Energy, Inc. (a)	558		40,399
Clean Energy Fuels Corp. (a)(d)	3,980		49,710
Crosstex Energy LP	4,295		114,419
Crosstex Energy, Inc.	2,405		78,163
Diamondback Energy, Inc. (a)	2,043		101,619
Dorchester Minerals LP	1,212		29,755
Double Eagle Petroleum Co. (a)	486		1,098
Eagle Rock Energy Partners LP	8,130		49,268
Energy XXI (Bermuda) Ltd.	3,808		103,425
EV Energy Partners LP	2,129		69,618
FX Energy, Inc. (a)(d)	2,088		7,141
Gevo, Inc. (a)(d)	1,124		2,001
Golar LNG Ltd. (NASDAQ)	3,752		136,310
Golar LNG Partners LP	1,750		55,965
Green Plains Renewable Energy, Inc.	2,371		40,971
Gulfport Energy Corp. (a)	3,555		207,719
Hallador Energy Co.	1,284		10,156
Isramco, Inc. (a)	118		14,868
Ivanhoe Energy, Inc. (a)	5,376		2,530
James River Coal Co. (a)(d)	1,391		1,989
KiOR, Inc. Class A (a)(d)	2,160		5,098
Knightsbridge Tankers Ltd.	1,127		8,802
L&L Energy, Inc. (a)(d)	1,679		2,821
Legacy Reserves LP	2,569		69,337
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
LINN Energy LLC/LINN Energy Finance Corp.	11,068		$ 336,689
LinnCo LLC (d)	1,508		47,019
Marlin Midstream Partners LP	2,121		37,372
Martin Midstream Partners LP	1,081		48,548
Memorial Production Partners LP	2,913		58,114
Mid-Con Energy Partners LP	1,075		24,435
Pacific Ethanol, Inc. (a)	220		827
PDC Energy, Inc. (a)	1,988		117,113
PostRock Energy Corp. (a)	738		1,129
PrimeEnergy Corp. (a)	198		9,801
Renewable Energy Group, Inc. (a)	1,884		21,421
Rentech, Inc.	10,588		19,164
Rex Energy Corp. (a)	2,862		54,893
Rosetta Resources, Inc. (a)(d)	2,804		141,798
Sino Clean Energy, Inc. rights (a)	1,155		0
Solazyme, Inc. (a)(d)	2,759		24,721
StealthGas, Inc. (a)	1,338		16,431
Syntroleum Corp. (a)	318		1,097
Top Ships, Inc. (a)	328		558
TransGlobe Energy Corp. (a)	3,121		27,434
U.S. Energy Corp. (a)	1,291		4,157
Uranium Resources, Inc. (a)(d)	1,049		3,472
Vanguard Natural Resources LLC	2,998		85,563
Warren Resources, Inc. (a)	3,084		10,023
Westmoreland Coal Co. (a)	1,082		16,187
ZaZa Energy Corp. (a)(d)	4,495		4,765
Zion Oil & Gas, Inc. (a)(d)	4,132		6,322
			2,957,997
TOTAL ENERGY			3,612,855
FINANCIALS - 7.0%
Capital Markets - 1.1%
BGC Partners, Inc. Class A	9,576		56,498
Calamos Asset Management, Inc. Class A	1,127		12,498
Capital Southwest Corp.	1,164		39,937
Carlyle Group LP	2,199		71,468
CIFI Corp.	1,195		9,524
Cowen Group, Inc. Class A (a)	5,400		21,816
Diamond Hill Investment Group, Inc.	216		26,838
E*TRADE Financial Corp. (a)	13,185		236,275
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
FBR & Co. (a)	868		$ 24,399
Financial Engines, Inc.	2,350		159,213
Gleacher & Co., Inc. (a)	275		3,028
Harris & Harris Group, Inc. (a)	1,494		4,826
Horizon Technology Finance Corp.	360		5,112
ICG Group, Inc. (a)	1,746		30,014
INTL FCStone, Inc. (a)(d)	914		19,002
LPL Financial	5,040		216,065
Medallion Financial Corp.	1,284		22,778
Northern Trust Corp.	11,327		668,180
SEI Investments Co.	7,888		264,879
T. Rowe Price Group, Inc.	12,178		979,842
U.S. Global Investments, Inc. Class A	1,291		3,215
Virtus Investment Partners, Inc. (a)	428		88,938
WisdomTree Investments, Inc. (a)	5,404		82,789
			3,047,134
Commercial Banks - 3.0%
1st Source Corp.	1,325		42,334
1st United Bancorp, Inc.	1,063		8,663
Access National Corp.	283		4,460
American National Bankshares, Inc.	1,199		31,126
American River Bankshares (a)	595		5,480
Ameris Bancorp (a)	867		17,747
Ames National Corp.	407		9,320
Arrow Financial Corp.	544		15,232
Associated Banc-Corp.	7,782		134,162
BancFirst Corp.	720		40,126
Bancorp, Inc., Delaware (a)	1,576		28,841
Bank of Kentucky Financial Corp.	255		8,627
Bank of Marin Bancorp	114		5,243
Bank of the Ozarks, Inc.	1,715		96,297
Banner Bank	1,004		43,634
BBCN Bancorp, Inc.	3,303		55,127
BCB Bancorp, Inc.	798		10,422
BNC Bancorp	1,957		29,805
BOK Financial Corp.	3,102		196,357
Boston Private Financial Holdings, Inc.	3,240		38,540
Bridge Bancorp, Inc.	599		14,909
Bridge Capital Holdings (a)	618		11,804
Bryn Mawr Bank Corp.	684		20,712
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Camden National Corp.	518		$ 22,554
Capital Bank Financial Corp.:
rights (a)	631		0
Series A (a)	1,821		42,502
Capital City Bank Group, Inc. (a)	1,050		12,558
Cardinal Financial Corp.	1,518		26,914
Cascade Bancorp (a)	2,264		11,501
Cathay General Bancorp	3,718		102,728
Center Bancorp, Inc.	1,092		17,942
Centerstate Banks of Florida, Inc.	1,686		17,804
Central Valley Community Bancorp	1,270		13,500
Century Bancorp, Inc. Class A (non-vtg.)	194		6,811
Chemical Financial Corp.	1,109		35,510
Chemung Financial Corp.	81		2,684
Citizens & Northern Corp.	396		8,189
City Holding Co.	533		26,229
CNB Financial Corp., Pennsylvania	816		16,320
CoBiz, Inc.	1,433		16,981
Colony Bankcorp, Inc. (a)	504		3,074
Columbia Banking Systems, Inc.	2,386		66,140
Commerce Bancshares, Inc.	4,574		206,379
Community Trust Bancorp, Inc.	882		40,334
CommunityOne Bancorp (a)	893		10,618
ConnectOne Bancorp, Inc.	525		20,171
CU Bancorp (a)	527		9,328
Customers Bancorp, Inc. (a)	1,261		21,992
CVB Financial Corp.	4,531		73,130
Eagle Bancorp, Inc., Maryland	1,291		42,100
East West Bancorp, Inc.	6,311		216,341
Eastern Virginia Bankshares, Inc. (a)	381		2,549
Enterprise Bancorp, Inc.	404		8,266
Enterprise Financial Services Corp.	1,008		19,716
Farmers National Banc Corp.	1,341		8,435
Fidelity Southern Corp.	990		17,691
Fifth Third Bancorp	41,797		849,315
Financial Institutions, Inc.	353		9,072
First Bancorp, North Carolina	1,433		24,476
First Busey Corp.	3,253		19,518
First Citizen Bancshares, Inc.	407		91,433
First Community Bancshares, Inc.	1,228		21,404
First Connecticut Bancorp, Inc.	778		13,218
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
First Financial Bancorp, Ohio	2,508		$ 41,457
First Financial Bankshares, Inc. (d)	1,538		102,092
First Financial Corp., Indiana	648		23,788
First Financial Holdings, Inc.	1,142		75,224
First Interstate Bancsystem, Inc.	798		22,344
First Merchants Corp.	1,395		29,560
First Midwest Bancorp, Inc., Delaware	3,426		62,901
First NBC Bank Holding Co.	756		21,833
First Niagara Financial Group, Inc.	16,764		186,751
First of Long Island Corp.	210		8,957
First South Bancorp, Inc., Virginia (a)	540		3,883
FirstMerit Corp.	8,488		194,884
Flushing Financial Corp.	1,548		33,452
Fulton Financial Corp.	9,266		121,107
German American Bancorp, Inc.	739		22,089
Glacier Bancorp, Inc.	3,409		102,134
Great Southern Bancorp, Inc.	814		24,168
Grupo Financiero Galicia SA sponsored ADR (d)	1,861		23,449
Guaranty Bancorp	564		8,697
Hampton Roads Bankshares, Inc. (a)	12,373		19,921
Hancock Holding Co.	3,973		139,850
Hanmi Financial Corp.	1,885		38,756
Heartland Financial U.S.A., Inc.	864		25,756
Heritage Commerce Corp.	2,790		23,045
Heritage Financial Corp., Washington	630		10,836
Heritage Oaks Bancorp (a)	1,846		14,750
Home Bancshares, Inc.	3,069		110,975
Home Federal Bancorp, Inc.	900		13,752
HomeTrust Bancshares, Inc. (a)	1,577		26,052
Horizon Bancorp Industries	601		14,136
Huntington Bancshares, Inc.	39,642		363,914
IBERIABANK Corp.	1,409		88,344
Independent Bank Corp. (a)	1,038		12,331
Independent Bank Corp., Massachusetts	1,018		38,857
Independent Bank Group, Inc.	506		24,227
International Bancshares Corp.	3,042		79,366
Intervest Bancshares Corp. Class A (a)	1,237		9,203
Investors Bancorp, Inc.	5,370		129,256
Lakeland Bancorp, Inc.	1,587		20,012
Lakeland Financial Corp.	978		37,506
LCNB Corp.	379		6,822
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Macatawa Bank Corp. (a)	931		$ 4,776
MainSource Financial Group, Inc.	1,361		24,471
MB Financial, Inc.	2,399		78,231
MBT Financial Corp. (a)	1,242		4,695
Mercantile Bank Corp.	306		6,818
Merchants Bancshares, Inc.	296		9,383
Metro Bancorp, Inc. (a)	468		10,483
Metrocorp Bancshares, Inc.	967		13,857
Middleburg Financial Corp.	65		1,361
MidWestOne Financial Group, Inc.	656		18,361
MutualFirst Financial, Inc.	415		7,238
National Bankshares, Inc.	404		15,344
National Penn Bancshares, Inc.	7,085		79,990
NBT Bancorp, Inc.	2,024		52,482
NewBridge Bancorp (a)	1,639		12,276
North Valley Bancorp (a)	335		6,429
Northrim Bancorp, Inc.	461		12,101
Old National Bancorp, Indiana	4,399		68,404
Old Second Bancorp, Inc. (a)	1,080		4,871
OmniAmerican Bancorp, Inc. (a)	510		11,235
Orrstown Financial Services, Inc. (a)	298		4,905
Pacific Continental Corp.	540		7,798
Pacific Mercantile Bancorp (a)	667		4,109
Pacific Premier Bancorp, Inc. (a)	2,113		30,723
PacWest Bancorp (d)	1,877		77,220
Palmetto Bancshares, Inc. (a)	957		12,853
Park Sterling Corp.	2,401		17,023
Peapack-Gladstone Financial Corp.	1,027		18,825
Peapack-Gladstone Financial Corp. rights (a)	970		351
Penns Woods Bancorp, Inc.	436		22,646
Peoples Bancorp, Inc.	487		11,669
Pinnacle Financial Partners, Inc.	1,392		45,310
Popular, Inc. (a)	4,770		136,327
Preferred Bank, Los Angeles (a)	604		12,285
Premier Financial Bancorp, Inc.	731		10,351
PrivateBancorp, Inc.	3,479		96,473
Renasant Corp.	1,340		41,272
Republic Bancorp, Inc., Kentucky Class A	1,037		25,738
Royal Bancshares of Pennsylvania, Inc. Class A (a)	882		1,279
S&T Bancorp, Inc.	1,337		35,176
S.Y. Bancorp, Inc.	481		16,243
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Sandy Spring Bancorp, Inc.	1,213		$ 35,395
Seacoast Banking Corp., Florida (a)	2,151		4,861
Shore Bancshares, Inc. (a)	360		3,276
Sierra Bancorp	576		10,195
Signature Bank (a)	2,164		229,925
Simmons First National Corp. Class A	834		29,490
Southern National Bancorp of Virginia, Inc.	1,028		10,033
Southside Bancshares, Inc.	581		16,593
Southwest Bancorp, Inc., Oklahoma (a)	1,163		19,969
State Bank Financial Corp.	1,164		20,463
StellarOne Corp.	1,410		35,560
Sterling Financial Corp.	2,793		91,191
Suffolk Bancorp (a)	673		13,716
Summit Financial Group, Inc. (a)	486		4,393
Sun Bancorp, Inc., New Jersey (a)	3,715		13,634
Susquehanna Bancshares, Inc.	8,212		103,389
SVB Financial Group (a)	2,135		216,147
Taylor Capital Group, Inc. (a)	1,429		35,596
Texas Capital Bancshares, Inc. (a)	1,972		110,767
The First Bancorp, Inc.	744		13,355
TowneBank	1,137		17,282
Trico Bancshares	942		25,990
TriState Capital Holdings, Inc. (a)	1,833		22,271
Trustmark Corp.	3,169		88,890
UMB Financial Corp.	2,146		137,602
Umpqua Holdings Corp.	5,346		98,420
Union First Market Bankshares Corp.	834		21,526
United Bankshares, Inc., West Virginia	2,352		76,322
United Community Banks, Inc., Georgia (a)	3,245		59,546
United Security Bancshares, Inc. (a)	558		4,670
United Security Bancshares, California	1,272		6,055
Univest Corp. of Pennsylvania	852		17,858
ViewPoint Financial Group	1,800		45,684
Virginia Commerce Bancorp, Inc. (a)	1,926		33,705
Washington Banking Co., Oak Harbor	1,117		20,039
Washington Trust Bancorp, Inc.	955		35,010
WesBanco, Inc.	1,383		43,565
West Bancorp., Inc.	810		13,057
Westamerica Bancorp.	1,394		77,200
Wilshire Bancorp, Inc.	3,317		35,061
Wintrust Financial Corp.	1,733		78,609
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Yadkin Financial Corp. (a)	635		$ 11,398
Zions Bancorporation	8,582		251,710
			8,711,632
Consumer Finance - 0.4%
Asta Funding, Inc.	618		5,265
Atlanticus Holdings Corp. (a)	1,280		4,736
Consumer Portfolio Services, Inc. (a)	1,206		8,888
Credit Acceptance Corp. (a)	1,084		139,999
DFC Global Corp. (a)	2,081		20,831
Encore Capital Group, Inc. (a)	1,104		52,650
EZCORP, Inc. (non-vtg.) Class A (a)	2,219		25,918
First Cash Financial Services, Inc. (a)	1,321		83,989
Nicholas Financial, Inc.	1,082		17,323
Portfolio Recovery Associates, Inc. (a)	2,538		148,219
QC Holdings, Inc.	991		1,823
SLM Corp.	21,804		581,077
World Acceptance Corp. (a)(d)	608		56,131
			1,146,849
Diversified Financial Services - 0.8%
California First National Bancorp	558		9,134
CBOE Holdings, Inc.	4,159		217,433
CME Group, Inc.	15,735		1,289,483
HF2 Financial Management, Inc.	1,111		11,299
Interactive Brokers Group, Inc.	2,354		57,085
Life Partners Holdings, Inc.	813		1,504
MarketAxess Holdings, Inc.	1,734		122,022
Marlin Business Services Corp.	1,120		27,832
NewStar Financial, Inc. (a)	2,454		42,945
PICO Holdings, Inc. (a)	1,091		26,435
Resource America, Inc. Class A	810		7,622
The NASDAQ Stock Market, Inc.	7,640		300,176
			2,112,970
Insurance - 0.7%
AMBAC Financial Group, Inc. (a)	2,063		48,790
American National Insurance Co.	1,208		139,584
Amerisafe, Inc.	834		36,596
Amtrust Financial Services, Inc. (d)	3,440		143,826
Arch Capital Group Ltd. (a)(d)	6,184		363,805
Argo Group International Holdings, Ltd.	1,441		68,145
Baldwin & Lyons, Inc. Class B	677		18,902
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Cincinnati Financial Corp.	7,884		$ 413,200
CNinsure, Inc. ADR (a)	1,686		8,245
Donegal Group, Inc. Class A	1,157		18,674
Eastern Insurance Holdings, Inc.	312		7,641
eHealth, Inc. (a)	984		44,585
EMC Insurance Group	400		12,472
Enstar Group Ltd. (a)	624		86,929
Erie Indemnity Co. Class A	2,301		167,950
Global Indemnity PLC (a)	648		17,263
Greenlight Capital Re, Ltd. (a)	1,320		44,893
Hallmark Financial Services, Inc. (a)	956		9,082
Infinity Property & Casualty Corp.	577		41,169
Kansas City Life Insurance Co.	612		30,569
Maiden Holdings Ltd.	3,870		48,994
National Interstate Corp.	875		25,148
National Western Life Insurance Co. Class A	252		53,908
Navigators Group, Inc. (a)	572		38,232
Safety Insurance Group, Inc.	746		41,888
Selective Insurance Group, Inc.	2,580		72,730
State Auto Financial Corp.	1,896		42,812
Tower Group International Ltd.	3,218		13,387
United Fire Group, Inc.	1,319		39,240
			2,098,659
Real Estate Investment Trusts - 0.3%
American Capital Agency Corp.	18,766		382,451
American Capital Mortgage Investment Corp.	2,686		50,739
American Realty Capital Properties, Inc. (d)	8,672		113,690
CyrusOne, Inc.	838		17,120
Gladstone Commercial Corp.	635		11,424
Gyrodyne Co. of America, Inc.	96		6,902
New York Mortgage Trust, Inc.	2,655		18,612
Potlatch Corp.	1,856		73,962
Retail Opportunity Investments Corp.	4,430		64,545
Sabra Health Care REIT, Inc.	1,968		52,506
			791,951
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA	1,072		172,571
AV Homes, Inc. (a)	663		13,373
China HGS Real Estate, Inc. (a)(d)	2,520		14,112
China Housing & Land Development, Inc. (a)(d)	2,077		5,006
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - continued
Cresud S.A.C.I.F. y A. sponsored ADR	2,312		$ 26,195
Elbit Imaging Ltd. (a)	1,620		1,912
FirstService Corp. (sub. vtg.)	1,517		63,104
Stratus Properties, Inc. (a)	317		4,692
ZipRealty, Inc. (a)	1,476		8,900
			309,865
Thrifts & Mortgage Finance - 0.6%
America First Tax Exempt Investors LP	1,524		10,104
ASB Bancorp, Inc. (a)	400		6,900
Atlantic Coast Financial Corp. (a)	162		638
Banc of California, Inc.	576		7,384
Bank Mutual Corp.	2,435		16,875
BankFinancial Corp.	1,428		13,909
Beneficial Mutual Bancorp, Inc. (a)	4,132		43,386
BofI Holding, Inc. (a)	720		59,011
Brookline Bancorp, Inc., Delaware	3,412		31,186
Camco Financial Corp. (a)	613		3,917
Capitol Federal Financial, Inc.	6,926		83,528
Charter Financial Corp.	1,269		13,553
Clifton Savings Bancorp, Inc.	1,638		20,786
Dime Community Bancshares, Inc.	1,453		24,439
ESB Financial Corp.	1,035		14,852
ESSA Bancorp, Inc.	746		8,639
First Defiance Financial Corp.	397		10,719
First Federal Bancshares of Arkansas, Inc. (a)	1,234		11,402
First Financial Northwest, Inc.	964		10,334
Fox Chase Bancorp, Inc.	818		14,454
Franklin Financial Corp./VA	810		16,346
Hingham Institution for Savings	250		19,773
HMN Financial, Inc. (a)	258		2,322
Home Bancorp, Inc. (a)	515		9,775
Home Loan Servicing Solutions Ltd.	3,506		81,585
HomeStreet, Inc.	836		17,690
Hudson City Bancorp, Inc.	24,645		230,184
Kearny Financial Corp. (a)	3,067		32,019
Meridian Interstate Bancorp, Inc. (a)	926		20,483
Meta Financial Group, Inc.	275		10,670
NASB Financial, Inc. (a)	487		14,610
NMI Holdings, Inc. (a)	2,752		38,528
Northfield Bancorp, Inc.	2,641		34,333
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Northwest Bancshares, Inc.	4,189		$ 62,584
OceanFirst Financial Corp.	1,244		23,138
Oconee Federal Financial Corp.	379		6,538
Oritani Financial Corp.	2,034		33,134
People's United Financial, Inc.	16,394		248,205
Provident Financial Holdings, Inc.	515		7,581
Pulaski Financial Corp.	757		8,335
Riverview Bancorp, Inc. (a)	1,584		4,277
Rockville Financial, Inc.	941		14,040
Roma Financial Corp. (a)	1,482		29,418
Severn Bancorp, Inc. (a)	960		4,378
SI Financial Group, Inc.	42		495
Simplicity Bancorp, Inc.	728		11,466
Territorial Bancorp, Inc.	720		17,201
TFS Financial Corp. (a)	14,300		167,596
Tree.com, Inc.	278		8,387
Trustco Bank Corp., New York	5,300		40,280
United Community Financial Corp. (a)	1,789		6,727
United Financial Bancorp, Inc.	959		18,921
Washington Federal, Inc.	5,249		122,774
Waterstone Financial, Inc. (a)	2,130		24,112
Westfield Financial, Inc.	617		4,560
WSFS Financial Corp.	317		24,073
			1,822,554
TOTAL FINANCIALS			20,041,614
HEALTH CARE - 14.9%
Biotechnology - 9.1%
Aastrom Biosciences, Inc. (a)	185		805
ACADIA Pharmaceuticals, Inc. (a)	4,268		99,402
Acceleron Pharma, Inc.	1,483		32,285
Achillion Pharmaceuticals, Inc. (a)	3,973		13,747
Acorda Therapeutics, Inc. (a)	1,782		62,031
Aegerion Pharmaceuticals, Inc. (a)	1,392		98,735
AEterna Zentaris, Inc. (sub. vtg.) (a)	1,219		1,390
Agenus, Inc. (a)	400		1,056
Agios Pharmaceuticals, Inc. (d)	1,737		30,484
Alexion Pharmaceuticals, Inc. (a)	9,273		1,154,489
Alkermes PLC (a)	6,421		259,280
Alnylam Pharmaceuticals, Inc. (a)	3,034		185,681
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
AMAG Pharmaceuticals, Inc. (a)	977		$ 23,966
Amarin Corp. PLC ADR (a)(d)	6,448		11,735
Ambit Biosciences Corp.	1,114		13,981
Amgen, Inc.	35,462		4,045,505
Amicus Therapeutics, Inc. (a)	2,539		6,221
Anacor Pharmaceuticals, Inc. (a)	1,901		26,614
Anthera Pharmaceuticals, Inc. (a)	226		710
Arena Pharmaceuticals, Inc. (a)(d)	10,175		66,341
ARIAD Pharmaceuticals, Inc. (a)(d)	8,396		40,721
ArQule, Inc. (a)	3,467		8,425
Array BioPharma, Inc. (a)	4,969		28,423
Arrowhead Research Corp. (a)	2,821		23,217
AVEO Pharmaceuticals, Inc. (a)	1,877		3,979
BIND Therapeutics, Inc.	741		6,817
BioCryst Pharmaceuticals, Inc. (a)	2,736		17,647
Biogen Idec, Inc. (a)	11,222		3,265,265
BioMarin Pharmaceutical, Inc. (a)	6,532		459,722
Biospecifics Technologies Corp. (a)	298		6,613
Biota Pharmaceuticals, Inc.	426		1,806
Bluebird Bio, Inc.	1,343		27,424
Burcon NutraScience Corp. (a)	1,355		3,175
Celgene Corp. (a)	19,391		3,136,882
Cell Therapeutics, Inc. (a)	6,122		11,877
Celldex Therapeutics, Inc. (a)	3,675		102,018
Cellular Dynamics International, Inc.	1,002		15,541
Celsion Corp. (a)(d)	466		1,803
Cepheid, Inc. (a)	3,435		156,018
Chelsea Therapeutics International Ltd. (a)	2,978		11,525
ChemoCentryx, Inc. (a)	1,891		9,776
Chimerix, Inc.	1,080		17,302
China Biologic Products, Inc. (a)	1,198		35,449
Cleveland Biolabs, Inc. (a)	747		994
Clovis Oncology, Inc. (a)	1,447		87,225
Codexis, Inc. (a)	6,356		9,534
Coronado Biosciences, Inc. (a)(d)	1,683		2,760
Cubist Pharmaceuticals, Inc.	3,518		241,018
Cubist Pharmaceuticals, Inc. rights (a)	1,695		0
Curis, Inc. (a)	3,048		9,754
Cyclacel Pharmaceuticals, Inc. (a)	390		1,884
Cytokinetics, Inc. (a)	1,389		9,015
Cytori Therapeutics, Inc. (a)(d)	2,160		5,875
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
CytRx Corp. (a)	1,029		$ 2,542
Dendreon Corp. (a)(d)	6,840		20,315
Discovery Laboratories, Inc. (a)	294		706
Durata Therapeutics, Inc. (a)	2,468		30,406
Dyax Corp. (a)	5,931		50,414
Dynavax Technologies Corp. (a)	7,326		12,967
Enanta Pharmaceuticals, Inc.	1,036		28,003
EntreMed, Inc. (a)	542		878
Enzon Pharmaceuticals, Inc.	7,779		12,913
Enzymotec Ltd.	2,272		59,436
Epizyme, Inc.	1,333		27,913
Esperion Therapeutics, Inc.	1,199		14,304
Exact Sciences Corp. (a)(d)	3,621		44,466
Exelixis, Inc. (a)(d)	9,336		54,429
Five Prime Therapeutics, Inc.	741		7,484
Foundation Medicine, Inc. (d)	1,217		30,474
Galena Biopharma, Inc. (a)(d)	3,466		13,933
Genomic Health, Inc. (a)	1,386		48,759
Gentium SpA sponsored ADR (a)	662		35,894
GenVec, Inc. (a)	471		777
Geron Corp. (a)	6,210		33,348
Gilead Sciences, Inc. (a)	72,191		5,400,609
Grifols SA ADR	4,904		168,379
GTx, Inc. (a)	3,458		5,844
Halozyme Therapeutics, Inc. (a)	5,479		80,870
Harvard Apparatus (a)	595		3,017
Hyperion Therapeutics, Inc. (a)	1,282		32,742
Idenix Pharmaceuticals, Inc. (a)(d)	7,830		42,047
Idera Pharmaceuticals, Inc. (a)	1,440		3,240
ImmunoGen, Inc. (a)(d)	4,091		59,442
Immunomedics, Inc. (a)(d)	4,470		19,310
Incyte Corp. (a)	7,339		341,997
Infinity Pharmaceuticals, Inc. (a)	2,117		30,929
Insmed, Inc. (a)	2,009		32,546
Insys Therapeutics, Inc. (a)	1,118		49,304
Intercept Pharmaceuticals, Inc. (a)	937		49,071
InterMune, Inc. (a)	4,572		63,231
Ironwood Pharmaceuticals, Inc. Class A (a)	4,007		45,760
Isis Pharmaceuticals, Inc. (a)(d)	5,400		209,304
Kamada (a)	3,273		48,768
Karyopharm Therapeutics, Inc.	1,270		20,688
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Keryx Biopharmaceuticals, Inc. (a)(d)	3,721		$ 51,685
KYTHERA Biopharmaceuticals, Inc. (a)	1,013		39,487
Lexicon Pharmaceuticals, Inc. (a)	22,382		53,717
Ligand Pharmaceuticals, Inc.:
Class B (a)	1,054		58,687
General CVR	1,530		84
Glucagon CVR (a)	1,530		199
rights (a)	1,530		24
TR Beta CVR (a)	1,530		23
Lpath, Inc. (a)	2,567		11,372
Macrogenics, Inc.	2,127		56,302
MannKind Corp. (a)(d)	13,777		68,747
Medivation, Inc. (a)	3,428		215,998
MEI Pharma, Inc. (a)	1,084		8,585
Merrimack Pharmaceuticals, Inc. (a)(d)	4,106		16,178
Metabolix, Inc. (a)	1,225		1,372
MiMedx Group, Inc. (a)	4,199		26,454
Momenta Pharmaceuticals, Inc. (a)	2,395		42,607
Myriad Genetics, Inc. (a)(d)	3,584		106,624
Nanosphere, Inc. (a)	1,896		4,361
Neurocrine Biosciences, Inc. (a)	2,532		24,864
NewLink Genetics Corp. (a)(d)	1,207		27,158
Novavax, Inc. (a)	10,230		38,056
NPS Pharmaceuticals, Inc. (a)	4,690		123,863
Nymox Pharmaceutical Corp. (a)(d)	1,404		9,842
Ohr Pharmaceutical, Inc. (a)	1,750		14,263
OncoGenex Pharmaceuticals, Inc. (a)	342		2,938
Oncolytics Biotech, Inc. (a)(d)	2,494		4,577
OncoMed Pharmaceuticals, Inc. (d)	1,581		21,280
Onconova Therapeutics, Inc. (d)	1,211		17,765
Oncothyreon, Inc. (a)(d)	2,889		5,865
Ophthotech Corp. (d)	1,482		41,867
Orexigen Therapeutics, Inc. (a)	4,020		27,457
Osiris Therapeutics, Inc. (a)	1,818		31,970
OvaScience, Inc. (a)	1,037		9,924
OXiGENE, Inc. (a)	24		65
PDL BioPharma, Inc. (d)	7,200		70,344
Peregrine Pharmaceuticals, Inc. (a)	4,015		5,501
Pharmacyclics, Inc. (a)	3,411		424,738
Pluristem Therapeutics, Inc. (a)(d)	3,025		9,952
Portola Pharmaceuticals, Inc.	1,645		41,125
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Progenics Pharmaceuticals, Inc. (a)	2,585		$ 13,235
Prosensa Holding BV (a)(d)	1,998		9,770
Prothena Corp. PLC (a)	1,192		33,650
PTC Therapeutics, Inc. (a)	1,538		24,100
QLT, Inc.	2,811		15,685
Raptor Pharmaceutical Corp. (a)	2,518		34,975
Receptos, Inc.	1,054		24,390
Regeneron Pharmaceuticals, Inc. (a)	4,537		1,333,243
Regulus Therapeutics, Inc. (a)	2,864		18,015
Repligen Corp. (a)	1,675		22,562
Rigel Pharmaceuticals, Inc. (a)	3,138		8,347
Sangamo Biosciences, Inc. (a)	2,143		26,166
Sarepta Therapeutics, Inc. (a)(d)	1,560		29,078
Seattle Genetics, Inc. (a)	5,629		231,296
SIGA Technologies, Inc. (a)	3,645		12,867
Sinovac Biotech Ltd. (a)	2,847		17,794
Spectrum Pharmaceuticals, Inc.	2,868		27,619
StemCells, Inc. (a)	518		622
Stemline Therapeutics, Inc.	722		14,917
Sunesis Pharmaceuticals, Inc. (a)	2,982		15,059
Synageva BioPharma Corp. (a)	1,454		87,836
Synergy Pharmaceuticals, Inc. (a)	3,949		18,126
Synta Pharmaceuticals Corp. (a)	2,646		13,415
Targacept, Inc. (a)	1,279		7,354
Telik, Inc. (a)	95		116
TESARO, Inc. (a)	1,496		58,344
Tetraphase Pharmaceuticals, Inc.	1,933		22,732
TG Therapeutics, Inc. (a)	1,926		8,494
Theravance, Inc. (a)	5,164		194,993
Threshold Pharmaceuticals, Inc. (a)	2,811		13,858
Transition Therapeutics, Inc. (a)	2,592		14,982
United Therapeutics Corp. (a)	2,383		219,975
Vanda Pharmaceuticals, Inc. (a)	1,198		14,065
Venaxis, Inc. (a)	48		92
Verastem, Inc. (a)	855		9,046
Vertex Pharmaceuticals, Inc. (a)	11,120		771,950
Vical, Inc. (a)	2,466		2,861
XOMA Corp. (a)	4,010		19,168
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Zalicus, Inc. (a)	698		$ 845
ZIOPHARM Oncology, Inc. (a)(d)	2,880		12,038
			26,251,001
Health Care Equipment & Supplies - 1.5%
Abaxis, Inc.	959		34,505
Abiomed, Inc. (a)	1,908		54,550
Accuray, Inc. (a)(d)	2,959		23,613
Align Technology, Inc. (a)	3,665		200,256
Alphatec Holdings, Inc. (a)	5,048		10,046
Analogic Corp.	612		59,131
Angiodynamics, Inc. (a)	1,856		28,675
Anika Therapeutics, Inc. (a)	840		28,854
Antares Pharma, Inc. (a)	6,618		26,075
ArthroCare Corp. (a)	1,247		47,037
Atricure, Inc. (a)	850		13,311
Atrion Corp.	100		28,148
BioLase Technology, Inc. (d)	1,364		2,428
Cardica, Inc. (a)	3,809		3,961
Cardiovascular Systems, Inc. (a)	1,199		39,807
Cerus Corp. (a)(d)	2,143		14,337
CONMED Corp.	1,100		44,781
Cutera, Inc. (a)	505		4,772
Cyberonics, Inc. (a)	1,282		88,099
Cynosure, Inc. Class A (a)	1,195		30,939
Delcath Systems, Inc. (a)(d)	1,754		552
DENTSPLY International, Inc.	6,730		320,079
Derma Sciences, Inc. (a)	1,966		22,806
DexCom, Inc. (a)	3,539		117,106
Echo Therapeutics, Inc. (a)(d)	3,870		14,822
Endologix, Inc. (a)	2,808		50,179
EnteroMedics, Inc. (a)(d)	2,666		3,546
Exactech, Inc. (a)	911		22,666
Genmark Diagnostics, Inc. (a)	1,857		22,098
Given Imaging Ltd. (a)	1,093		25,576
Hansen Medical, Inc. (a)(d)	4,006		7,531
HeartWare International, Inc. (a)	851		82,036
Hologic, Inc. (a)	12,679		283,883
ICU Medical, Inc. (a)	599		39,345
IDEXX Laboratories, Inc. (a)	2,470		257,275
Imris, Inc. (a)	3,155		4,632
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Insulet Corp. (a)	2,399		$ 88,811
Integra LifeSciences Holdings Corp. (a)	1,289		59,874
Intuitive Surgical, Inc. (a)	1,899		715,733
Ldr Holding Corp.	1,016		22,372
LeMaitre Vascular, Inc.	2,115		17,428
MAKO Surgical Corp. (a)	1,918		57,463
Masimo Corp.	2,635		75,440
Medical Action Industries, Inc. (a)	828		7,121
MELA Sciences, Inc. (a)	901		613
Meridian Bioscience, Inc.	1,986		48,816
Merit Medical Systems, Inc. (a)	1,807		29,581
Natus Medical, Inc. (a)	1,289		29,686
Neogen Corp. (a)	1,614		82,104
NeuroMetrix, Inc. (a)	19		45
Novadaq Technologies, Inc. (a)	2,750		45,788
NuVasive, Inc. (a)	2,111		70,191
NxStage Medical, Inc. (a)	2,796		28,547
OraSure Technologies, Inc. (a)	2,142		13,173
Orthofix International NV (a)	1,142		24,701
PhotoMedex, Inc. (a)	1,144		13,934
Quidel Corp. (a)	1,338		33,664
Rockwell Medical Technologies, Inc. (a)(d)	1,976		28,909
RTI Biologics, Inc. (a)	3,228		9,942
Sirona Dental Systems, Inc. (a)	2,478		170,437
Solta Medical, Inc. (a)	3,046		6,092
Staar Surgical Co. (a)	1,664		21,000
Stereotaxis, Inc. (a)	265		885
SurModics, Inc. (a)	828		19,971
Synergetics U.S.A., Inc. (a)	1,800		7,398
Syneron Medical Ltd. (a)	1,570		18,353
Tandem Diabetes Care, Inc.	875		19,259
TearLab Corp. (a)	1,196		11,207
The Spectranetics Corp. (a)	1,731		40,263
Thoratec Corp. (a)	2,700		106,299
Tornier NV (a)	2,745		49,657
Trinity Biotech PLC sponsored ADR	1,162		29,782
Unilife Corp. (a)(d)	4,542		20,212
Utah Medical Products, Inc.	239		12,717
Vascular Solutions, Inc. (a)	643		13,407
Veracyte, Inc.	952		12,357
Vermillion, Inc. (a)	679		1,623
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Volcano Corp. (a)	2,441		$ 55,582
Wright Medical Group, Inc. (a)	2,039		60,783
Zeltiq Aesthetics, Inc. (a)	1,466		25,714
			4,264,391
Health Care Providers & Services - 1.7%
Acadia Healthcare Co., Inc. (a)	2,655		122,661
Addus HomeCare Corp. (a)	616		17,864
Air Methods Corp.	1,782		99,721
Alliance Healthcare Services, Inc. (a)	906		26,165
Almost Family, Inc.	384		10,714
Amedisys, Inc. (a)	1,230		20,024
AmSurg Corp. (a)	1,473		71,175
Bio-Reference Laboratories, Inc. (a)(d)	1,519		44,355
BioScrip, Inc. (a)	3,458		23,549
BioTelemetry, Inc. (a)	1,976		20,728
Catamaran Corp. (a)	9,739		444,536
Chindex International, Inc. (a)	726		12,407
Corvel Corp. (a)	1,152		53,326
Cross Country Healthcare, Inc. (a)	1,266		9,672
Express Scripts Holding Co. (a)	38,475		2,591,291
Gentiva Health Services, Inc. (a)	1,315		16,240
Healthways, Inc. (a)	1,788		25,050
Henry Schein, Inc. (a)	4,089		466,146
IPC The Hospitalist Co., Inc. (a)	760		47,789
LCA-Vision, Inc. (a)	1,080		4,082
LHC Group, Inc. (a)	936		22,230
LifePoint Hospitals, Inc. (a)	2,387		122,286
Magellan Health Services, Inc. (a)	1,319		80,723
MWI Veterinary Supply, Inc. (a)	599		109,120
National Research Corp.:
Class A (a)	690		12,634
Class B	254		8,684
Patterson Companies, Inc.	5,036		208,944
PDI, Inc. (a)	738		3,779
Premier, Inc.	1,270		41,796
Providence Service Corp. (a)	758		20,784
RadNet, Inc. (a)	2,404		4,808
Sharps Compliance Corp. (a)	1,068		5,030
Surgical Care Affiliates, Inc.	1,747		53,179
The Ensign Group, Inc.	964		43,544
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
USMD Holdings, Inc. (a)	524		$ 13,137
VCA Antech, Inc. (a)	3,960		118,602
			4,996,775
Health Care Technology - 0.6%
Allscripts Healthcare Solutions, Inc. (a)	7,616		113,783
athenahealth, Inc. (a)	1,810		237,418
Cerner Corp. (a)	16,116		926,187
Computer Programs & Systems, Inc.	515		31,683
HealthStream, Inc. (a)	1,281		43,093
HMS Holdings Corp. (a)	3,783		86,669
MedAssets, Inc. (a)	3,000		64,620
Medidata Solutions, Inc. (a)	1,319		156,842
Merge Healthcare, Inc. (a)	4,072		9,528
Omnicell, Inc. (a)	1,680		40,740
Quality Systems, Inc.	2,740		64,006
			1,774,569
Life Sciences Tools & Services - 0.8%
Accelerate Diagnostics, Inc. (a)(d)	1,981		26,823
Affymetrix, Inc. (a)	4,038		34,283
Albany Molecular Research, Inc. (a)	1,644		19,860
Apricus Biosciences, Inc. (a)(d)	1,647		3,245
BG Medicine, Inc. (a)	674		404
Bruker BioSciences Corp. (a)	7,560		146,210
Compugen Ltd. (a)	2,741		28,479
Fluidigm Corp. (a)	1,231		39,121
Furiex Pharmaceuticals, Inc. (a)	515		23,175
Harvard Bioscience, Inc. (a)	2,380		10,853
ICON PLC (a)	2,742		104,580
Illumina, Inc. (a)	5,834		571,732
Life Technologies Corp. (a)	8,114		614,230
Luminex Corp. (a)	2,075		40,608
Pacific Biosciences of California, Inc. (a)	2,975		12,584
PAREXEL International Corp. (a)	2,849		117,436
QIAGEN NV (a)	10,819		251,975
Sequenom, Inc. (a)(d)	6,264		16,474
Techne Corp.	1,998		170,909
			2,232,981
Pharmaceuticals - 1.2%
AcelRx Pharmaceuticals, Inc. (a)	2,048		20,029
Acura Pharmaceuticals, Inc. (a)	1,934		3,326
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Aerie Pharmaceuticals, Inc.	952		$ 10,710
Akorn, Inc. (a)(d)	4,324		111,343
Alcobra Pharma Ltd.	690		12,061
Alexza Pharmaceuticals, Inc. (a)	437		2,159
Alimera Sciences, Inc. (a)(d)	2,227		5,612
ANI Pharmaceuticals, Inc. (a)	146		2,076
Aratana Therapeutics, Inc.	1,186		23,483
AstraZeneca PLC rights (a)	1,845		0
Auxilium Pharmaceuticals, Inc. (a)	2,128		43,432
AVANIR Pharmaceuticals Class A (a)	6,651		29,530
Cadence Pharmaceuticals, Inc. (a)	3,974		35,845
Cardiome Pharma Corp. (a)	616		3,809
Cempra, Inc. (a)	1,627		21,037
Columbia Laboratories, Inc. (a)	2,127		13,677
Corcept Therapeutics, Inc. (a)(d)	4,170		8,966
Cornerstone Therapeutics, Inc. (a)	1,572		14,918
Cumberland Pharmaceuticals, Inc. (a)	1,428		7,111
DepoMed, Inc. (a)	1,641		14,474
Durect Corp. (a)	4,704		8,232
Endo Health Solutions, Inc. (a)	5,382		361,617
Endocyte, Inc. (a)	1,538		17,749
Flamel Technologies SA sponsored ADR (a)	1,242		9,104
Hi-Tech Pharmacal Co., Inc.	487		21,150
Horizon Pharma, Inc. (a)	3,049		22,014
Impax Laboratories, Inc. (a)	2,880		69,235
Imprimis Pharmaceuticals, Inc. (a)	1,379		5,750
Jazz Pharmaceuticals PLC (a)	2,749		321,413
Mylan, Inc. (a)	18,106		799,018
Nektar Therapeutics (a)	5,286		66,392
NeuroBioPharm, Inc.:
Class A (d)	76		7
warrants (a)(d)	153		0
Novogen Ltd. sponsored ADR (a)	75		388
NuPathe, Inc. (a)(d)	562		1,141
Oculus Innovative Sciences, Inc. (a)(d)	2,791		6,670
Omeros Corp. (a)	1,449		11,433
Pacira Pharmaceuticals, Inc. (a)	1,477		81,516
Pain Therapeutics, Inc.	2,611		11,958
Pernix Therapeutics Holdings, Inc. (a)(d)	3,948		10,936
Pozen, Inc.	1,428		11,281
Questcor Pharmaceuticals, Inc. (d)	2,796		162,196
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Repros Therapeutics, Inc. (a)	1,056		$ 18,110
Sagent Pharmaceuticals, Inc. (a)	1,164		26,434
Salix Pharmaceuticals Ltd. (a)	3,069		260,282
Santarus, Inc. (a)	3,529		113,563
SciClone Pharmaceuticals, Inc. (a)	2,287		11,161
Shire PLC sponsored ADR	1,636		222,185
Sucampo Pharmaceuticals, Inc. Class A (a)	2,040		15,178
Supernus Pharmaceuticals, Inc. (a)(d)	1,243		8,987
The Medicines Company (a)	3,079		112,722
Transcept Pharmaceuticals, Inc. (a)	3,992		14,331
Ventrus Biosciences, Inc. (a)	892		2,694
ViroPharma, Inc. (a)	3,048		150,906
VIVUS, Inc. (a)(d)	4,596		46,052
XenoPort, Inc. (a)	1,739		9,286
Zogenix, Inc. (a)	3,845		12,419
			3,407,108
TOTAL HEALTH CARE			42,926,825
INDUSTRIALS - 4.5%
Aerospace & Defense - 0.3%
AeroVironment, Inc. (a)	1,141		34,424
American Science & Engineering, Inc.	301		21,570
API Technologies Corp. (a)	3,434		13,049
Astronics Corp. (a)	460		24,053
Astronics Corp. Class B	87		4,527
BE Aerospace, Inc. (a)	4,938		429,606
Elbit Systems Ltd.	1,983		109,779
Erickson Air-Crane, Inc. (a)(d)	469		8,869
Innovative Solutions & Support, Inc.	1,027		7,908
KEYW Holding Corp. (a)	1,734		21,484
Kratos Defense & Security Solutions, Inc. (a)	1,787		11,955
LMI Aerospace, Inc. (a)	551		6,992
Sypris Solutions, Inc.	1,176		3,293
Taser International, Inc. (a)	1,875		32,231
			729,740
Air Freight & Logistics - 0.4%
Air Transport Services Group, Inc. (a)	4,145		32,248
Atlas Air Worldwide Holdings, Inc. (a)	1,236		47,462
C.H. Robinson Worldwide, Inc.	7,483		438,728
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - continued
Echo Global Logistics, Inc. (a)	1,195		$ 24,593
Expeditors International of Washington, Inc.	9,738		423,019
Forward Air Corp.	1,440		62,208
Hub Group, Inc. Class A (a)	1,661		62,503
Pacer International, Inc. (a)	1,842		16,725
Park-Ohio Holdings Corp. (a)	852		36,278
UTI Worldwide, Inc.	4,794		75,793
			1,219,557
Airlines - 0.3%
Allegiant Travel Co.	857		94,870
Hawaiian Holdings, Inc. (a)(d)	2,872		26,193
JetBlue Airways Corp. (a)(d)	13,435		119,437
Republic Airways Holdings, Inc. (a)	2,022		22,768
Ryanair Holdings PLC sponsored ADR	5,675		272,542
SkyWest, Inc.	2,722		46,002
Spirit Airlines, Inc. (a)	3,260		149,536
			731,348
Building Products - 0.1%
AAON, Inc.	1,882		57,909
American Woodmark Corp. (a)	767		27,677
Apogee Enterprises, Inc.	1,446		51,796
Builders FirstSource, Inc. (a)	3,524		24,844
China Ceramics Co. Ltd.	959		2,762
Gibraltar Industries, Inc. (a)	1,356		24,001
Insteel Industries, Inc.	1,099		21,837
Nortek, Inc. (a)	676		49,375
Patrick Industries, Inc. (a)	541		16,906
PGT, Inc. (a)	2,744		27,440
Universal Forest Products, Inc.	954		49,579
			354,126
Commercial Services & Supplies - 0.7%
Acorn Energy, Inc.	2,315		8,843
Casella Waste Systems, Inc. Class A (a)	1,374		8,203
CECO Environmental Corp.	1,200		19,116
China Recycling Energy Corp. (a)(d)	1,908		7,041
Cintas Corp.	5,907		327,839
Copart, Inc. (a)	6,189		213,087
Courier Corp.	522		9,772
EnerNOC, Inc. (a)	1,063		18,230
Fuel Tech, Inc. (a)	1,163		8,385
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
G&K Services, Inc. Class A	839		$ 50,525
Guanwei Recycling Corp. (a)	455		1,360
Healthcare Services Group, Inc.	3,054		88,535
Heritage-Crystal Clean, Inc. (a)	1,141		21,234
Herman Miller, Inc.	2,638		84,179
Industrial Services of America, Inc. (a)	549		1,427
InnerWorkings, Inc. (a)	2,957		20,344
Interface, Inc.	2,729		54,716
Intersections, Inc.	793		6,138
Kimball International, Inc. Class B	1,586		23,616
McGrath RentCorp.	1,170		45,501
Mobile Mini, Inc.	2,274		91,870
Multi-Color Corp.	670		25,400
Performant Financial Corp. (a)	1,998		20,959
Perma-Fix Environmental Services, Inc. (a)	666		2,264
R.R. Donnelley & Sons Co.	8,479		156,862
Standard Parking Corp. (a)	1,323		32,334
Stericycle, Inc. (a)	4,036		474,149
Swisher Hygiene, Inc. (Canada) (a)	7,210		3,800
Tetra Tech, Inc. (a)	3,036		86,799
U.S. Ecology, Inc.	1,001		38,518
United Stationers, Inc.	1,993		89,645
West Corp.	3,656		84,198
			2,124,889
Construction & Engineering - 0.2%
Abengoa SA sponsored ADR Class B (a)(d)	3,338		44,395
Aegion Corp. (a)	1,560		33,961
Foster Wheeler AG (a)	4,834		146,615
Great Lakes Dredge & Dock Corp.	4,212		37,529
Integrated Electrical Services, Inc. (a)	875		3,990
Layne Christensen Co. (a)	1,073		17,865
MYR Group, Inc. (a)	1,026		26,071
Northwest Pipe Co. (a)	576		22,452
Primoris Services Corp.	2,638		75,869
Sterling Construction Co., Inc. (a)	1,785		21,723
UniTek Global Services, Inc. (a)	779		1,246
			431,716
Electrical Equipment - 0.2%
Active Power, Inc. (a)	1,111		3,122
Altair Nanotechnologies, Inc. (a)	264		1,148
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
American Superconductor Corp. (a)(d)	2,348		$ 3,827
Broadwind Energy, Inc. (a)	434		2,864
Capstone Turbine Corp. (a)	17,810		21,194
China BAK Battery, Inc. (a)	433		914
Coleman Cable, Inc.	739		18,142
Deswell Industries, Inc.	1,032		2,539
Encore Wire Corp.	852		42,787
Enphase Energy, Inc. (a)(d)	1,686		12,224
Franklin Electric Co., Inc.	2,208		98,256
FuelCell Energy, Inc. (a)(d)	15,327		21,151
Global Power Equipment Group, Inc.	703		13,730
Highpower International, Inc. (a)	563		1,593
Hydrogenics Corp. (a)	310		4,681
II-VI, Inc. (a)	2,856		46,696
Jinpan International Ltd.	858		5,594
Lihua International, Inc. (a)	1,175		6,721
Lime Energy Co. (a)	191		670
LSI Industries, Inc.	834		7,247
Ocean Power Technologies, Inc. (a)	702		1,355
Plug Power, Inc. (a)	605		445
Powell Industries, Inc.	426		29,219
Power Solutions International, Inc. (a)	660		49,368
Preformed Line Products Co.	209		14,724
Real Goods Solar, Inc. Class A (a)(d)	1,339		3,401
Revolution Lighting Technologies, Inc. (a)(d)	3,468		9,884
SolarCity Corp.	3,574		186,849
Ultralife Corp. (a)	1,081		3,665
Vicor Corp. (a)	1,860		20,107
			634,117
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	1,778		71,387
Machinery - 0.9%
Altra Holdings, Inc.	1,392		42,289
American Railcar Industries, Inc. (d)	900		39,060
Astec Industries, Inc.	1,091		39,931
Chart Industries, Inc. (a)	1,474		143,420
Cleantech Solutions International, Inc. (a)	163		875
Columbus McKinnon Corp. (NY Shares) (a)	1,062		29,417
Commercial Vehicle Group, Inc. (a)	1,630		12,404
Dynamic Materials Corp.	540		12,101
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Energy Recovery, Inc. (a)	2,130		$ 10,544
ExOne Co. (d)	599		31,987
Flow International Corp. (a)	2,790		11,216
FreightCar America, Inc.	551		12,827
Hardinge, Inc.	1,015		15,722
Hurco Companies, Inc.	270		7,150
L.B. Foster Co. Class A	410		19,217
Lincoln Electric Holdings, Inc.	3,885		277,700
Middleby Corp. (a)	874		193,014
NN, Inc.	1,248		24,898
Nordson Corp.	3,042		219,389
Omega Flex, Inc.	432		8,895
PACCAR, Inc.	16,763		960,688
PMFG, Inc. (a)	666		5,108
RBC Bearings, Inc. (a)	1,088		74,408
Sun Hydraulics Corp.	1,260		54,142
Tecumseh Products Co.:
Class A (non-vtg.) (a)	960		8,381
Class B (a)	335		2,784
TriMas Corp. (a)	2,358		86,256
Twin Disc, Inc.	414		11,894
Westport Innovations, Inc. (a)	2,595		55,715
Woodward, Inc.	3,210		137,709
			2,549,141
Marine - 0.0%
Diana Containerships, Inc.	1,801		6,934
DryShips, Inc. (a)(d)	19,267		66,278
Eagle Bulk Shipping, Inc. (a)	818		3,272
Euroseas Ltd.	1,638		2,146
FreeSeas, Inc. (a)	36		14
Newlead Holdings Ltd. (a)	2,009		1,487
Rand Logistics, Inc. (a)	1,270		6,604
Star Bulk Carriers Corp. (a)	632		6,017
Ultrapetrol (Bahamas) Ltd. (a)(d)	6,995		23,713
			116,465
Professional Services - 0.4%
51job, Inc. sponsored ADR (a)(d)	457		33,672
Acacia Research Corp.	2,151		32,007
Advisory Board Co. (a)	1,570		101,610
Barrett Business Services, Inc.	330		27,892
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Corp. Resources Services, Inc. (a)(d)	6,035		$ 16,174
CRA International, Inc. (a)	576		10,639
Exponent, Inc.	720		55,706
Heidrick & Struggles International, Inc.	906		16,525
Hudson Global, Inc. (a)	1,171		4,005
Huron Consulting Group, Inc. (a)	1,001		59,499
ICF International, Inc. (a)	956		34,588
Kelly Services, Inc. Class A (non-vtg.)	1,934		44,946
Kforce, Inc.	2,040		41,167
Lightbridge Corp. (a)	860		1,419
Odyssey Marine Exploration, Inc. (a)(d)	4,702		9,639
Pendrell Corp. (a)	9,632		20,612
Resources Connection, Inc.	2,027		28,824
RPX Corp. (a)	2,128		35,155
Verisk Analytics, Inc. (a)	7,917		515,476
VSE Corp.	240		12,293
			1,101,848
Road & Rail - 0.6%
AMERCO	967		224,083
Arkansas Best Corp.	1,212		39,438
Avis Budget Group, Inc. (a)	5,120		188,723
Covenant Transport Group, Inc. Class A (a)	1,027		8,442
Heartland Express, Inc.	4,184		76,693
J.B. Hunt Transport Services, Inc.	5,592		420,462
Landstar System, Inc.	2,097		117,705
Marten Transport Ltd.	1,413		27,455
Old Dominion Freight Lines, Inc. (a)	4,038		208,078
P.A.M. Transportation Services, Inc.	775		14,423
Patriot Transportation Holding, Inc. (a)	523		22,363
Quality Distribution, Inc. (a)	1,014		12,401
Saia, Inc. (a)	1,144		39,731
Student Transportation, Inc.	5,996		37,695
U.S.A. Truck, Inc. (a)	504		7,122
Universal Truckload Services, Inc.	1,766		50,843
Vitran Corp., Inc. (a)	1,135		6,163
Werner Enterprises, Inc.	3,225		77,626
YRC Worldwide, Inc. (a)	470		4,230
			1,583,676
Trading Companies & Distributors - 0.4%
Aceto Corp.	1,158		24,932
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Beacon Roofing Supply, Inc. (a)	2,570		$ 95,553
DXP Enterprises, Inc. (a)	704		68,978
Fastenal Co.	14,110		656,538
General Finance Corp. (a)	1,625		10,156
H&E Equipment Services, Inc. (a)	1,548		44,164
HD Supply Holdings, Inc. (a)	9,063		190,957
Houston Wire & Cable Co.	929		12,542
Lawson Products, Inc. (a)	720		9,194
Rush Enterprises, Inc.:
Class A (a)	1,250		36,538
Class B (a)	748		18,625
Stock Building Supply Holdings, Inc.	1,058		19,372
Titan Machinery, Inc. (a)(d)	1,001		17,828
			1,205,377
Transportation Infrastructure - 0.0%
Grupo Aeroportuario Norte S.A.B. de CV ADR	239		6,565
Pingtan Marine Enterprise Ltd. (a)	5,512		17,914
			24,479
TOTAL INDUSTRIALS			12,877,866
INFORMATION TECHNOLOGY - 45.5%
Communications Equipment - 5.0%
ADTRAN, Inc.	2,924		75,088
Alliance Fiber Optic Products, Inc. (d)	988		14,573
Alvarion Ltd. (a)	339		237
Ambient Corp. (a)	720		1,706
Anaren, Inc. (a)	636		17,738
Arris Group, Inc. (a)	6,455		132,457
Aruba Networks, Inc. (a)	4,977		88,790
AudioCodes Ltd. (a)	2,376		15,587
Aviat Networks, Inc. (a)	3,628		9,179
Bel Fuse, Inc. Class B (non-vtg.)	443		10,069
Black Box Corp.	936		26,217
BlackBerry Ltd. (a)	24,824		157,136
Brocade Communications Systems, Inc. (a)	21,613		189,978
CalAmp Corp. (a)	1,485		37,036
Ceragon Networks Ltd. (a)	1,603		4,200
China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)	1,422		2,119
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Ciena Corp. (a)	4,887		$ 108,540
Cisco Systems, Inc.	251,893		5,352,726
Clearfield, Inc. (a)	789		14,036
CommScope Holding Co., Inc.	8,332		134,062
Communications Systems, Inc.	1,326		15,329
Comtech Telecommunications Corp.	742		23,848
Digi International, Inc. (a)	1,614		18,561
DragonWave, Inc. (a)	1,679		2,038
EchoStar Holding Corp. Class A (a)	1,836		91,892
EMCORE Corp. (a)(d)	4,023		21,121
EXFO, Inc. (sub. vtg.) (a)	1,087		5,831
Extreme Networks, Inc. (a)	4,224		29,357
F5 Networks, Inc. (a)	3,699		304,280
Finisar Corp. (a)	4,788		99,064
Gilat Satellite Networks Ltd. (a)	2,909		12,945
Globecomm Systems, Inc. (a)	865		12,205
Harmonic, Inc. (a)	4,745		36,537
Infinera Corp. (a)	5,929		55,140
InterDigital, Inc.	1,792		60,731
Ituran Location & Control Ltd.	930		18,442
Ixia (a)	3,600		46,764
JDS Uniphase Corp. (a)	11,308		137,279
KVH Industries, Inc. (a)	613		8,668
Meru Networks, Inc. (a)(d)	2,974		10,558
Mitel Networks, Inc. (a)(d)	2,387		20,528
NETGEAR, Inc. (a)	1,756		56,385
NumereX Corp. Class A (a)	999		13,477
Oclaro, Inc. (a)(d)	3,447		7,790
Oplink Communications, Inc. (a)	822		13,333
Parkervision, Inc. (a)(d)	4,903		20,495
PC-Tel, Inc.	1,338		13,273
Polycom, Inc. (a)	8,086		86,925
Procera Networks, Inc. (a)	648		9,895
QUALCOMM, Inc.	80,896		5,952,328
Radware Ltd. (a)	1,795		30,515
Riverbed Technology, Inc. (a)	8,088		139,922
ShoreTel, Inc. (a)	3,246		26,228
Sierra Wireless, Inc. (a)	2,064		39,530
Silicom Ltd.	414		18,411
Sonus Networks, Inc. (a)	15,850		46,124
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR	8,681		108,599
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Tellabs, Inc.	16,767		$ 41,079
Tessco Technologies, Inc.	416		16,395
Ubiquiti Networks, Inc. (d)	4,199		165,441
UTStarcom Holdings Corp. (a)	1,663		4,540
ViaSat, Inc. (a)	2,197		132,193
Viewtran Group, Inc. (a)(d)	1,854		4,413
Westell Technologies, Inc. Class A (a)	3,333		13,899
Wi-Lan, Inc.	5,726		18,430
			14,402,212
Computers & Peripherals - 9.7%
Apple, Inc.	42,868		23,837,563
Astro-Med, Inc.	1,127		15,609
Avid Technology, Inc. (a)	1,860		16,461
Concurrent Computer Corp.	432		3,262
Cray, Inc. (a)	1,790		42,620
Datalink Corp. (a)	1,086		11,370
Dot Hill Systems Corp. (a)	4,092		10,476
Electronics for Imaging, Inc. (a)	2,529		100,148
Gaming & Leisure Properties (a)	4,194		193,427
Hutchinson Technology, Inc. (a)	1,266		3,861
Immersion Corp. (a)	1,602		19,641
Intevac, Inc. (a)	1,091		7,222
Logitech International SA	7,807		89,468
NetApp, Inc.	16,057		662,351
Novatel Wireless, Inc. (a)	2,396		5,175
OCZ Technology Group, Inc. (a)(d)	2,818		317
QLogic Corp. (a)	4,712		58,476
Qumu Corp. (a)	478		6,142
SanDisk Corp.	11,380		775,547
Seagate Technology	16,886		828,089
Silicon Graphics International Corp. (a)	1,212		16,144
Smart Technologies, Inc. Class A (a)	1,856		3,916
Stratasys Ltd. (a)(d)	2,288		269,458
Super Micro Computer, Inc. (a)	1,485		23,582
Western Digital Corp.	11,214		841,499
Xyratex Ltd.	1,410		14,551
			27,856,375
Electronic Equipment & Components - 1.2%
Agilysys, Inc. (a)	1,260		16,468
Audience, Inc. (a)	1,141		11,524
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
CDW Corp.	8,707		$ 194,166
Cognex Corp.	4,469		147,254
Coherent, Inc.	1,080		74,563
Control4 Corp. (d)	1,058		18,483
Daktronics, Inc.	2,112		32,314
DTS, Inc. (a)	726		16,255
Echelon Corp. (a)	2,196		5,073
Electro Rent Corp.	1,296		27,631
Electro Scientific Industries, Inc.	1,602		16,485
FARO Technologies, Inc. (a)	828		45,159
FEI Co.	1,978		180,097
Flextronics International Ltd. (a)	30,412		230,523
FLIR Systems, Inc.	6,960		206,503
GSI Group, Inc. (a)	1,800		19,764
HLS Systems International Ltd. (a)(d)	2,387		45,329
I. D. Systems Inc. (a)	721		4,485
Identive Group, Inc. (a)	3,715		2,340
Insight Enterprises, Inc. (a)	1,957		47,105
IPG Photonics Corp. (d)	2,556		185,361
Itron, Inc. (a)	1,849		78,305
Littelfuse, Inc.	1,164		101,210
LoJack Corp. (a)	1,261		5,094
Maxwell Technologies, Inc. (a)	1,314		10,446
Measurement Specialties, Inc. (a)	623		34,477
Mercury Systems, Inc. (a)	1,140		12,472
Mesa Laboratories, Inc.	164		13,573
MicroVision, Inc. (a)	514		678
Molex, Inc.	4,361		168,509
Molex, Inc. Class A (non-vtg.)	4,447		171,743
MTS Systems Corp.	692		48,253
Multi-Fineline Electronix, Inc. (a)	1,338		18,893
National Instruments Corp.	5,980		186,935
Neonode, Inc. (a)(d)	1,669		10,565
NetList, Inc. (a)	2,729		1,910
Newport Corp. (a)	1,464		25,108
Orbotech Ltd. (a)	1,692		23,671
OSI Systems, Inc. (a)	857		65,732
PC Connection, Inc.	829		18,014
PC Mall, Inc. (a)	1,609		15,286
Plexus Corp. (a)	1,679		67,781
RadiSys Corp. (a)	1,122		2,513
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Richardson Electronics Ltd.	578		$ 6,491
Rofin-Sinar Technologies, Inc. (a)	1,343		34,690
Sanmina Corp. (a)	3,697		57,230
ScanSource, Inc. (a)	1,446		60,718
Speed Commerce, Inc. (a)	1,747		6,883
Tech Data Corp. (a)	1,746		90,513
Trimble Navigation Ltd. (a)	12,435		396,677
TTM Technologies, Inc. (a)	3,487		33,824
Uni-Pixel, Inc. (a)(d)	523		6,731
Universal Display Corp. (a)(d)	2,216		80,020
Viasystems Group, Inc. (a)	849		12,608
Zygo Corp. (a)	1,207		19,034
			3,413,469
Internet Software & Services - 10.4%
21Vianet Group, Inc. ADR (a)	1,415		25,258
Akamai Technologies, Inc. (a)	8,453		378,018
Angie's List, Inc. (a)	3,098		40,336
Autobytel, Inc. (a)	420		5,208
Baidu.com, Inc. sponsored ADR (a)	12,950		2,157,082
Bazaarvoice, Inc. (a)(d)	3,294		26,023
Benefitfocus, Inc.	1,480		71,499
Blucora, Inc. (a)	1,680		48,854
Brightcove, Inc. (a)	2,329		33,142
Carbonite, Inc. (a)	1,236		15,326
China Finance Online Co. Ltd. ADR (a)	1,098		4,425
ChinaCache International Holdings Ltd. sponsored ADR (a)	270		2,012
comScore, Inc. (a)	1,987		54,066
Constant Contact, Inc. (a)	1,440		39,413
Cornerstone OnDemand, Inc. (a)	2,629		132,554
CoStar Group, Inc. (a)	1,297		241,553
Criteo SA sponsored ADR	370		13,357
DealerTrack Holdings, Inc. (a)	1,935		80,883
Digital River, Inc. (a)	1,824		32,595
E2open, Inc. (a)	1,090		24,285
EarthLink, Inc.	5,346		29,136
eBay, Inc. (a)	61,029		3,083,185
eGain Communications Corp. (a)	1,116		12,845
Endurance International Group Holdings, Inc. (d)	5,823		83,211
Equinix, Inc. (a)	2,358		378,931
Facebook, Inc. Class A (a)	85,593		4,023,727
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
GigaMedia Ltd. (a)	2,557		$ 2,583
Global Eagle Entertainment, Inc. (a)	2,821		43,302
Gogo, Inc. (d)	3,839		102,386
Google, Inc. Class A (a)	12,942		13,713,214
IAC/InterActiveCorp	3,640		208,244
Internap Network Services Corp. (a)	2,743		21,094
Internet Initiative Japan, Inc. sponsored ADR	533		7,878
iPass, Inc. (a)	4,525		7,828
j2 Global, Inc.	2,061		98,866
Limelight Networks, Inc. (a)	7,853		16,099
Liquidity Services, Inc. (a)(d)	1,428		33,087
LivePerson, Inc. (a)	2,754		33,847
LogMeIn, Inc. (a)	1,262		43,539
Marchex, Inc. Class B	2,148		20,148
Marketo, Inc.	1,576		45,862
Mediabistro, Inc. (a)	290		1,044
MercadoLibre, Inc. (d)	2,058		227,841
Move, Inc. (a)	1,854		28,644
Net Element International, Inc. (a)(d)	1,166		3,125
NetEase.com, Inc. sponsored ADR	3,534		253,777
NIC, Inc.	3,512		85,623
OpenTable, Inc. (a)	1,138		95,103
Perficient, Inc. (a)	1,819		39,436
Points International Ltd. (a)	958		25,013
QuinStreet, Inc. (a)	2,101		18,384
RealNetworks, Inc. (a)	1,661		12,939
Rediff.com India Ltd. sponsored ADR (a)	720		1,591
Reis, Inc. (a)	450		8,042
Remark Media, Inc. (a)	210		1,065
Responsys, Inc. (a)	2,075		35,088
Rocket Fuel, Inc. (d)	1,482		70,751
SciQuest, Inc. (a)	959		26,814
Sify Technologies Ltd. sponsored ADR (a)	2,088		4,072
SINA Corp. (a)	3,074		236,913
Sohu.com, Inc. (a)	1,772		119,415
SPS Commerce, Inc. (a)	635		41,764
Stamps.com, Inc. (a)	810		37,317
Support.com, Inc. (a)	3,294		13,176
Synacor, Inc. (a)	4,166		11,665
TechTarget, Inc. (a)	1,800		10,872
TheStreet.com, Inc. (a)	3,216		7,075
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Travelzoo, Inc. (a)	901		$ 19,353
United Online, Inc.	555		8,786
Unwired Planet, Inc.	4,556		6,925
ValueClick, Inc. (a)	3,702		79,223
Velti PLC (a)	3,197		293
VeriSign, Inc. (a)(d)	6,833		388,524
VistaPrint Ltd. (a)(d)	1,542		88,411
Vocus, Inc. (a)	983		9,791
Web.com Group, Inc. (a)(d)	2,222		63,438
WebMD Health Corp. (a)	1,898		73,396
Wix.com Ltd. (a)	1,694		34,727
Xoom Corp.	1,433		39,601
Yahoo!, Inc. (a)	47,940		1,772,821
Yandex NV (a)	10,967		435,938
YY, Inc. ADR (a)	888		44,737
Zillow, Inc. (a)(d)	1,544		121,389
Zix Corp. (a)	2,668		12,353
			30,051,156
IT Services - 2.1%
Acxiom Corp. (a)	3,490		116,147
Automatic Data Processing, Inc.	22,760		1,821,255
Blackhawk Network Holdings, Inc.	1,064		24,249
Cardtronics, Inc. (a)	2,148		91,483
Cass Information Systems, Inc.	558		35,015
China Information Technology, Inc. (a)	1,139		5,923
Cognizant Technology Solutions Corp. Class A (a)	14,287		1,341,406
Computer Task Group, Inc.	858		16,336
CSG Systems International, Inc.	1,626		46,943
Euronet Worldwide, Inc. (a)	2,382		115,408
ExlService Holdings, Inc. (a)	1,737		45,787
Fiserv, Inc. (a)	6,096		669,889
Forrester Research, Inc.	1,170		46,777
Hackett Group, Inc.	2,034		12,713
iGATE Corp. (a)	2,449		81,993
Information Services Group, Inc. (a)	1,495		6,130
Innodata, Inc. (a)	1,513		3,888
Jack Henry & Associates, Inc.	4,069		230,997
Lionbridge Technologies, Inc. (a)	2,575		14,652
ManTech International Corp. Class A	959		27,590
Mattersight Corp. (a)	1,782		8,554
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
ModusLink Global Solutions, Inc. (a)	1,998		$ 7,772
MoneyGram International, Inc. (a)	2,520		53,147
NCI, Inc. Class A (a)	587		3,827
Pactera Technology International Ltd. ADR	4,135		29,110
Paychex, Inc.	17,226		753,293
PFSweb, Inc. (a)	487		4,256
Planet Payment, Inc. (a)	4,979		11,701
PRG-Schultz International, Inc. (a)	2,076		13,660
QIWI PLC Class B sponsored ADR	842		39,389
Sapient Corp. (a)	6,638		104,416
ServiceSource International, Inc. (a)	3,119		30,285
Sykes Enterprises, Inc. (a)	2,052		45,431
Syntel, Inc.	1,949		172,233
Teletech Holdings, Inc. (a)	2,657		68,232
Virtusa Corp. (a)	1,198		42,277
			6,142,164
Office Electronics - 0.0%
Zebra Technologies Corp. Class A (a)	2,253		116,796
Semiconductors & Semiconductor Equipment - 7.5%
Advanced Energy Industries, Inc. (a)	1,800		42,876
Aixtron AG sponsored ADR (a)	224		3,100
Alpha & Omega Semiconductor Ltd. (a)	1,382		10,711
Altera Corp.	15,424		497,424
Ambarella, Inc. (a)	1,338		33,182
Amkor Technology, Inc. (a)	13,081		78,486
Amtech Systems, Inc. (a)	479		3,660
ANADIGICS, Inc. (a)	3,618		6,947
Analog Devices, Inc.	14,773		712,354
Applied Materials, Inc.	56,748		981,740
Applied Micro Circuits Corp. (a)	2,903		36,433
ARM Holdings PLC sponsored ADR	5,642		281,536
ASM International NV (depositary receipt)	253		8,597
ASML Holding NV	4,866		454,387
Atmel Corp. (a)	19,643		150,269
ATMI, Inc. (a)	1,549		47,399
Avago Technologies Ltd.	11,492		514,037
Axcelis Technologies, Inc. (a)	5,473		12,205
AXT, Inc. (a)	2,385		5,629
Broadcom Corp. Class A	24,625		657,241
Brooks Automation, Inc.	3,393		35,864
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Cabot Microelectronics Corp. (a)	1,176		$ 53,002
Camtek Ltd. (a)	1,783		7,328
Canadian Solar, Inc. (a)	2,387		69,557
Cavium, Inc. (a)	2,208		79,930
Ceva, Inc. (a)	1,260		20,147
China Sunergy Co. Ltd. ADR (a)	527		3,225
ChipMOS TECHNOLOGIES (Bermuda) Ltd.	1,294		26,501
Cirrus Logic, Inc. (a)	2,902		58,562
Cohu, Inc.	1,062		10,524
Cree, Inc. (a)	5,599		312,424
Cypress Semiconductor Corp.	7,668		74,303
Diodes, Inc. (a)	1,950		39,839
DSP Group, Inc. (a)	1,566		13,843
Entegris, Inc. (a)	6,264		68,779
Entropic Communications, Inc. (a)	3,897		19,329
EZchip Semiconductor Ltd. (a)	1,224		29,462
Fairchild Semiconductor International, Inc. (a)	5,717		72,777
First Solar, Inc. (a)(d)	4,629		276,907
FormFactor, Inc. (a)	2,225		12,060
GSI Technology, Inc. (a)	1,463		10,124
GT Advanced Technologies, Inc. (a)(d)	5,925		58,124
Hanwha Solarone Co. Ltd. ADR (a)(d)	2,148		7,497
Himax Technologies, Inc. sponsored ADR (d)	4,213		42,130
Hittite Microwave Corp. (a)	1,369		86,562
Ikanos Communications, Inc. (a)	2,232		3,036
Integrated Device Technology, Inc. (a)	8,011		79,469
Integrated Silicon Solution, Inc. (a)	1,212		14,350
Intel Corp.	234,622		5,593,388
Intermolecular, Inc. (a)	1,800		10,260
Intersil Corp. Class A	5,928		62,363
IXYS Corp.	1,950		24,005
JA Solar Holdings Co. Ltd. ADR (a)(d)	1,147		10,839
KLA-Tencor Corp.	7,699		491,735
Kopin Corp. (a)	3,966		16,181
Kulicke & Soffa Industries, Inc. (a)	4,293		54,178
Lam Research Corp. (a)	7,616		396,870
Lattice Semiconductor Corp. (a)	5,869		32,690
Linear Technology Corp.	11,405		485,283
LSI Corp.	25,079		202,388
LTX-Credence Corp. (a)	2,434		17,573
M/A-COM Technology Solutions, Inc. (a)	2,024		32,384
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Marvell Technology Group Ltd.	23,746		$ 337,906
Mattson Technology, Inc. (a)	2,611		6,997
Maxim Integrated Products, Inc.	13,674		389,436
Mellanox Technologies Ltd. (a)(d)	2,036		79,282
Micrel, Inc.	2,871		27,877
Microchip Technology, Inc.	9,643		417,445
Micron Technology, Inc. (a)	48,697		1,027,507
Microsemi Corp. (a)	4,818		117,704
Mindspeed Technologies, Inc. (a)	1,412		7,102
MKS Instruments, Inc.	2,351		69,989
Monolithic Power Systems, Inc.	1,662		55,511
Montage Tech Group Ltd.	1,695		30,680
MoSys, Inc. (a)	1,836		8,648
Nanometrics, Inc. (a)	960		18,125
Nova Measuring Instruments Ltd. (a)	1,315		11,901
NVE Corp. (a)	433		24,677
NVIDIA Corp.	27,619		430,856
NXP Semiconductors NV (a)	11,586		492,405
O2Micro International Ltd. sponsored ADR (a)	1,950		5,421
Omnivision Technologies, Inc. (a)	2,521		40,412
ON Semiconductor Corp. (a)	22,457		159,220
PDF Solutions, Inc. (a)	1,620		37,584
Peregrine Semiconductor Corp. (a)(d)	1,350		12,461
Pericom Semiconductor Corp. (a)	1,626		15,512
Photronics, Inc. (a)	2,683		23,181
Pixelworks, Inc. (a)	715		3,032
PLX Technology, Inc. (a)	2,521		16,992
PMC-Sierra, Inc. (a)	8,483		50,898
Power Integrations, Inc.	1,296		69,284
QuickLogic Corp. (a)(d)	1,855		6,196
Rambus, Inc. (a)	5,349		45,948
RDA Microelectronics, Inc. sponsored ADR	1,144		20,157
RF Micro Devices, Inc. (a)	13,380		70,646
Rubicon Technology, Inc. (a)	1,140		11,605
Rudolph Technologies, Inc. (a)	1,302		14,648
SemiLEDs Corp. (a)	1,319		1,398
Semtech Corp. (a)	3,120		92,726
Sigma Designs, Inc. (a)	1,374		7,708
Silicon Image, Inc. (a)	3,912		21,203
Silicon Laboratories, Inc. (a)	1,958		76,460
Silicon Motion Technology Corp. sponsored ADR	1,477		22,052
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Siliconware Precision Industries Co. Ltd. sponsored ADR	4,490		$ 26,311
Skyworks Solutions, Inc. (a)	9,246		245,851
Spreadtrum Communications, Inc. ADR	2,016		61,710
SunPower Corp. (a)(d)	5,779		175,335
Supertex, Inc.	590		15,311
Synaptics, Inc. (a)	1,620		81,826
Tessera Technologies, Inc.	2,184		43,680
Texas Instruments, Inc.	51,776		2,226,368
Tower Semiconductor Ltd. (a)	799		3,356
TriQuint Semiconductor, Inc. (a)	7,705		60,715
Ultra Clean Holdings, Inc. (a)	1,279		12,739
Ultratech, Inc. (a)	1,193		31,567
Veeco Instruments, Inc. (a)	1,802		58,060
Xilinx, Inc.	12,546		557,419
			21,533,045
Software - 9.6%
Accelrys, Inc. (a)	2,767		26,923
ACI Worldwide, Inc. (a)	1,926		124,285
Activision Blizzard, Inc.	32,688		562,560
Actuate Corp. (a)	2,088		16,412
Adobe Systems, Inc. (a)	23,793		1,350,967
Advent Software, Inc.	2,520		88,578
Allot Communications Ltd. (a)(d)	2,256		29,418
American Software, Inc. Class A	2,829		27,300
ANSYS, Inc. (a)	4,308		369,066
AsiaInfo-Linkage, Inc. (a)	3,459		40,367
Aspen Technology, Inc. (a)	4,277		169,070
Autodesk, Inc. (a)	10,515		475,804
AutoNavi Holdings Ltd. ADR (a)(d)	1,044		15,848
Blackbaud, Inc.	1,950		70,532
BluePhoenix Solutions Ltd. (a)	378		1,773
Bottomline Technologies, Inc. (a)	1,866		64,508
BroadSoft, Inc. (a)	1,270		33,744
CA Technologies, Inc.	21,768		718,344
Cadence Design Systems, Inc. (a)	13,394		177,471
Callidus Software, Inc. (a)	1,952		21,316
Changyou.com Ltd. (A Shares) ADR (a)	446		12,559
Check Point Software Technologies Ltd. (a)	9,253		572,391
Cinedigm Corp. (a)	4,257		9,791
Citrix Systems, Inc. (a)	8,908		528,423
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
ClickSoftware Technologies Ltd.	1,322		$ 9,479
CommVault Systems, Inc. (a)	2,124		158,981
Compuware Corp.	9,694		106,537
Comverse, Inc.	959		32,127
Concur Technologies, Inc. (a)	2,716		263,696
Covisint Corp.	1,694		21,497
Datawatch Corp. (a)	820		30,233
Descartes Systems Group, Inc. (a)	3,128		42,480
Digimarc Corp.	468		8,766
Ebix, Inc.	1,542		21,480
Electronic Arts, Inc. (a)	14,217		315,333
Envivio, Inc. (a)	1,810		5,321
EPIQ Systems, Inc.	1,800		30,114
ePlus, Inc.	344		18,583
FalconStor Software, Inc. (a)	3,043		4,504
FireEye, Inc.	5,569		213,683
Fortinet, Inc. (a)	7,845		134,150
Glu Mobile, Inc. (a)	3,352		12,335
Guidance Software, Inc. (a)	1,550		14,338
Informatica Corp. (a)	4,919		190,906
Interactive Intelligence Group, Inc. (a)	884		57,495
Intuit, Inc.	14,107		1,047,163
Jive Software, Inc. (a)	2,991		33,170
KongZhong Corp. sponsored ADR (a)	1,198		9,380
Magic Software Enterprises Ltd.	508		3,327
Majesco Entertainment Co. (a)	2,910		1,746
Manhattan Associates, Inc. (a)	1,000		120,260
Mentor Graphics Corp.	4,982		112,220
MICROS Systems, Inc. (a)(d)	3,718		199,731
Microsoft Corp.	393,198		14,992,640
MicroStrategy, Inc. Class A (a)	414		53,543
Mitek Systems, Inc. (a)	1,124		7,857
Monotype Imaging Holdings, Inc.	1,860		57,939
Net 1 UEPS Technologies, Inc. (a)	2,399		19,648
NetScout Systems, Inc. (a)	2,039		62,047
NICE Systems Ltd. sponsored ADR	1,896		74,627
Nuance Communications, Inc. (a)	14,860		200,907
Open Text Corp.	2,906		248,660
Parametric Technology Corp. (a)	5,624		183,005
Pegasystems, Inc.	1,633		82,222
Perfect World Co. Ltd. sponsored ADR Class B	1,890		35,853
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Progress Software Corp. (a)	2,613		$ 68,826
Proofpoint, Inc. (a)	1,544		47,092
QAD, Inc.:
Class A	556		9,496
Class B	198		2,762
QLIK Technologies, Inc. (a)	4,260		106,841
Qualys, Inc. (a)	1,712		42,321
RealPage, Inc. (a)	4,264		95,556
Rovi Corp. (a)	5,131		94,410
Sapiens International Corp. NV	2,780		19,627
SeaChange International, Inc. (a)	1,572		23,328
Shanda Games Ltd. sponsored ADR (a)	4,496		18,254
Smith Micro Software, Inc. (a)	1,603		2,260
Splunk, Inc. (a)	4,763		343,698
SS&C Technologies Holdings, Inc. (a)	4,065		175,242
Symantec Corp.	32,779		737,200
Synchronoss Technologies, Inc. (a)	1,686		53,497
Synopsys, Inc. (a)	7,720		282,784
Take-Two Interactive Software, Inc. (a)	4,378		71,624
Tangoe, Inc. (a)	1,579		24,853
TeleCommunication Systems, Inc. Class A (a)	1,800		4,158
TeleNav, Inc. (a)	2,117		14,904
The9 Ltd. sponsored ADR (a)	942		2,440
TIBCO Software, Inc. (a)	7,917		191,354
TigerLogic Corp. (a)	1,182		2,340
TiVo, Inc. (a)	5,462		70,077
Trunkbow International Holdings Ltd. (a)(d)	1,406		1,645
Ultimate Software Group, Inc. (a)	1,366		214,039
Vasco Data Security International, Inc. (a)	3,916		30,153
Verint Systems, Inc. (a)	2,594		98,364
Voltari Corp. (a)	201		836
Vringo, Inc. (a)(d)	4,457		14,218
Wave Systems Corp. Class A (a)(d)	963		1,107
Zynga, Inc. (a)	28,437		123,701
			27,734,440
TOTAL INFORMATION TECHNOLOGY			131,249,657
MATERIALS - 0.8%
Chemicals - 0.4%
A. Schulman, Inc.	1,558		53,284
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Advanced Emissions Solutions, Inc. (a)	367		$ 21,282
American Pacific Corp. (a)	630		26,051
Balchem Corp.	1,440		85,176
Gulf Resources, Inc. (a)	1,404		3,636
Hawkins, Inc.	363		13,707
Innophos Holdings, Inc.	972		46,637
Innospec, Inc.	1,224		59,621
Landec Corp. (a)	1,284		15,074
Marrone Bio Innovations, Inc.	1,892		28,210
Material Sciences Corp. (a)	684		6,833
Methanex Corp.	4,668		286,701
Penford Corp. (a)	569		6,993
Senomyx, Inc. (a)	1,801		7,582
Sigma Aldrich Corp.	5,653		487,515
Yongye International, Inc. (a)	2,559		16,147
Zoltek Companies, Inc. (a)	1,536		25,697
			1,190,146
Construction Materials - 0.0%
CaesarStone Sdot-Yam Ltd.	1,428		70,186
U.S. Concrete, Inc. (a)	868		20,198
United States Lime & Minerals, Inc. (a)	163		9,407
			99,791
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	360		18,562
Silgan Holdings, Inc.	3,118		145,767
			164,329
Metals & Mining - 0.3%
Century Aluminum Co. (a)	4,159		37,431
China Gerui Adv Mat Group Ltd. (a)	1,880		2,331
China Natural Resources, Inc. (a)	978		4,010
China Precision Steel, Inc. (a)(d)	189		257
Globe Specialty Metals, Inc.	3,308		58,882
Handy & Harman Ltd. (a)	959		23,524
Haynes International, Inc.	522		28,303
Horsehead Holding Corp. (a)	1,876		28,084
Kaiser Aluminum Corp.	983		66,176
Olympic Steel, Inc.	576		16,168
Pan American Silver Corp.	7,185		77,526
Randgold Resources Ltd. sponsored ADR	2,444		172,913
Royal Gold, Inc.	2,979		134,323
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Schnitzer Steel Industries, Inc. Class A	1,037		$ 31,769
Silver Standard Resources, Inc. (a)	3,979		23,755
SinoCoking Coal and Coke Chemical Industries, Inc. (a)	900		1,017
Steel Dynamics, Inc.	10,198		185,808
Sutor Technology Group Ltd. (a)	2,370		4,361
Universal Stainless & Alloy Products, Inc. (a)	316		11,487
			908,125
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	2,711		25,755
Pope Resources, Inc. LP	312		20,823
			46,578
TOTAL MATERIALS			2,408,969
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 0.4%
8x8, Inc. (a)	3,927		40,919
Alaska Communication Systems Group, Inc. (a)	2,460		5,437
Atlantic Tele-Network, Inc.	659		36,950
B Communications Ltd.	1,262		21,656
Cbeyond, Inc. (a)	1,320		7,326
Cogent Communications Group, Inc.	2,124		82,857
Consolidated Communications Holdings, Inc.	1,919		37,085
FairPoint Communications, Inc. (a)	1,124		10,453
Frontier Communications Corp. (d)	46,800		219,024
General Communications, Inc. Class A (a)	1,765		17,562
Hawaiian Telcom Holdco, Inc. (a)	419		12,708
HickoryTech Corp.	684		9,364
Hong Kong Television Network Ltd. sponsored ADR	672		3,541
inContact, Inc. (a)	3,012		22,590
Inteliquent, Inc.	1,550		17,965
Internet Gold Golden Lines Ltd. (a)	864		9,202
Iridium Communications, Inc. (a)	2,942		18,093
Lumos Networks Corp.	1,085		25,020
ORBCOMM, Inc. (a)	3,583		22,286
Towerstream Corp. (a)	1,902		4,451
TW Telecom, Inc. (a)	6,864		194,388
VocalTec Communications Ltd. (a)	837		9,600
Windstream Holdings, Inc. (d)	29,453		237,686
			1,066,163
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 1.2%
America Movil S.A.B. de CV Series A sponsored ADR	709		$ 16,484
Boingo Wireless, Inc. (a)	1,494		9,756
Leap Wireless International, Inc. (a)	3,390		56,308
NII Holdings, Inc. (a)(d)	8,024		20,381
NTELOS Holdings Corp.	1,085		23,230
Partner Communications Co. Ltd. ADR (a)	690		6,569
SBA Communications Corp. Class A (a)	5,977		509,061
Shenandoah Telecommunications Co.	1,068		26,679
U.S.A. Mobility, Inc.	1,080		15,865
VimpelCom Ltd. sponsored ADR	78,679		966,178
Vodafone Group PLC sponsored ADR	47,360		1,756,582
			3,407,093
TOTAL TELECOMMUNICATION SERVICES			4,473,256
UTILITIES - 0.1%
Electric Utilities - 0.1%
MGE Energy, Inc.	975		54,551
Otter Tail Corp.	1,711		50,577
			105,128
Gas Utilities - 0.0%
Delta Natural Gas Co., Inc.	579		12,871
Independent Power Producers & Energy Traders - 0.0%
Pattern Energy Group, Inc.	1,694		41,317
Synthesis Energy Systems, Inc. (a)	1,877		1,276
			42,593
Water Utilities - 0.0%
Artesian Resources Corp. Class A	450		10,665
Cadiz, Inc. (a)(d)	1,413		8,351
Connecticut Water Service, Inc.	558		19,391
Consolidated Water Co., Inc.	846		10,634
Middlesex Water Co.	1,478		32,486
Tri-Tech Holding, Inc. (a)	309		433
York Water Co.	510		11,164
			93,124
TOTAL UTILITIES			253,716
TOTAL COMMON STOCKS (Cost $228,006,321)		287,729,890
Money Market Funds - 3.3%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (b)	131,933		$ 131,933
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	9,443,421		9,443,421
TOTAL MONEY MARKET FUNDS (Cost $9,575,354)		9,575,354
TOTAL INVESTMENT PORTFOLIO - 103.2% (Cost $237,581,675)			297,305,244
NET OTHER ASSETS (LIABILITIES) - (3.2)%			(9,175,598)
NET ASSETS - 100%		$ 288,129,646

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	$ 320
Fidelity Securities Lending Cash Central Fund	171,704
Total	$ 172,024

Other Information

The following is a summary of the inputs used, as of November 30, 2013, 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	$ 58,543,720	$ 58,543,720	$ -	$ -
Consumer Staples	11,341,412	11,341,412	-	-
Energy	3,612,855	3,610,034	-	2,821
Financials	20,041,614	20,041,263	351	-
Health Care	42,926,825	42,926,818	-	7
Industrials	12,877,866	12,877,866	-	-
Information Technology	131,249,657	131,249,657	-	-
Materials	2,408,969	2,408,969	-	-
Telecommunication Services	4,473,256	4,473,256	-	-
Utilities	253,716	253,716	-	-
Money Market Funds	9,575,354	9,575,354	-	-
Total Investments in Securities:	$ 297,305,244	$ 297,302,065	$ 351	$ 2,828

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2013
Assets
Investment in securities, at value (including securities loaned of $9,169,868) - See accompanying schedule: Unaffiliated issuers (cost $228,006,321)	$ 287,729,890
Fidelity Central Funds (cost $9,575,354)	9,575,354
Total Investments (cost $237,581,675)		$ 297,305,244
Cash		30,853
Receivable for investments sold		29,528
Dividends receivable		382,977
Distributions receivable from Fidelity Central Funds		16,034
Prepaid expenses		804
Receivable from investment adviser for expense reductions		63,836
Total assets		297,829,276
Liabilities
Accrued management fee	$ 54,254
Distribution and service plan fees payable	58,366
Other affiliated payables	8,794
Other payables and accrued expenses	134,795
Collateral on securities loaned, at value	9,443,421
Total liabilities		9,699,630
Net Assets		$ 288,129,646
Net Assets consist of:
Paid in capital		$ 229,522,991
Undistributed net investment income		576,447
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,693,360)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		59,723,568
Net Assets, for 1,800,000 shares outstanding		$ 288,129,646
Net Asset Value, offering price and redemption price per share ($288,129,646 ÷ 1,800,000 shares)		$ 160.07

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2013
Investment Income
Dividends		$ 3,290,473
Income from Fidelity Central Funds		172,024
Total income		3,462,497
Expenses
Management fee	$ 536,688
Transfer agent fees	96,796
Distribution and service plan fees	201,240
Licensing fees	134,160
Accounting and security lending fees	87,493
Independent trustees' compensation	1,167
Audit	72,141
Legal	623
Miscellaneous	8,507
Total expenses before reductions	1,138,815
Expense reductions	(544,559)	594,256
Net investment income (loss)		2,868,241
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,943,128
In-Kind redemptions	40,200,682
Foreign currency transactions	(5)
Total net realized gain (loss)		42,143,805
Change in net unrealized appreciation (depreciation) on: Investment securities	23,614,914
Assets and liabilities in foreign currencies	(4)
Total change in net unrealized appreciation (depreciation)		23,614,910
Net gain (loss)		65,758,715
Net increase (decrease) in net assets resulting from operations		$ 68,626,956

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2013	Year ended November 30, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,868,241	$ 2,093,192
Net realized gain (loss)	42,143,805	4,461,587
Change in net unrealized appreciation (depreciation)	23,614,910	19,273,245
Net increase (decrease) in net assets resulting from operations	68,626,956	25,828,024
Distributions to shareholders from net investment income	(2,596,000)	(1,832,000)
Share transactions Proceeds from sales of shares	127,178,516	11,081,070
Cost of shares redeemed	(83,472,013)	(11,907,676)
Net increase (decrease) in net assets resulting from share transactions	43,706,503	(826,606)
Total increase (decrease) in net assets	109,737,459	23,169,418
Net Assets
Beginning of period	178,392,187	155,222,769
End of period (including undistributed net investment income of $576,447 and undistributed net investment income of $610,106, respectively)	$ 288,129,646	$ 178,392,187
Other Information Shares
Sold	900,000	100,000
Redeemed	(600,000)	(100,000)
Net increase (decrease)	300,000	-

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

Annual Report

Financial Highlights

Years ended November 30,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 118.93	$ 103.48	$ 98.68	$ 84.65	$ 60.62
Income from Investment Operations
Net investment income (loss) B	1.75	1.35	.93	.71	.55
Net realized and unrealized gain (loss)	41.06	15.29	4.74	13.92	23.95
Total from investment operations	42.81	16.64	5.67	14.63	24.50
Distributions from net investment income	(1.67)	(1.19)	(.87)	(.60)	(.47)
Net asset value, end of period	$ 160.07	$ 118.93	$ 103.48	$ 98.68	$ 84.65
Total Return A	36.35%	16.13%	5.75%	17.35%	40.62%
Ratios to Average Net Assets C, E
Expenses before reductions	.51%	.52%	.53%	.58%	.65%
Expenses net of fee waivers, if any	.26%	.30%	.30%	.30%	.30%
Expenses net of all reductions	.26%	.30%	.30%	.30%	.30%
Net investment income (loss)	1.28%	1.16%	.88%	.78%	.78%
Supplemental Data
Net assets, end of period (000 omitted)	$ 288,130	$ 178,392	$ 155,223	$ 148,024	$ 126,970
Portfolio turnover rate D, F	10%	10%	6%	6%	7%

^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 expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^F 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 November 30, 2013

1. Organization.

Fidelity Nasdaq Composite Index Tracking Stock (the Fund) is an exchange-traded fund of Fidelity Commonwealth Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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 November 30, 2013 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. 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 and distributions from the Fidelity Central Funds are accrued as earned. 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.

Annual Report

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 November 30, 2013, 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. Realized gain or loss resulting from in-kind redemptions is not taxable to the Fund and is not distributed to shareholders of the Fund. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), redemptions in kind, partnerships, capital loss carryforwards, 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	$ 73,621,049
Gross unrealized depreciation	(13,879,534)
Net unrealized appreciation (depreciation) on securities and other investments	$ 59,741,515
Tax Cost	$ 237,563,729

Annual Report

Notes to Financial Statements - continued

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	$ 729,577
Capital loss carryforward	$ (1,711,307)
Net unrealized appreciation (depreciation)	$ 59,741,514

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
2016	$ (138,663)
2017	(1,453,838)
2018	(118,806)
Total capital loss carryforward	$ (1,711,307)

The tax character of distributions paid was as follows:

	November 30, 2013	November 30, 2012
Ordinary Income	$ 2,596,000	$ 1,832,000

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $23,540,237 and $22,970,340, respectively.

Securities received and delivered in-kind through subscriptions and redemptions totaled $126,877,626 and $83,295,532, 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 that is based on an annual rate of .24% of the Fund's average net assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by the investment adviser for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Service Plan. The Fund pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a distribution fee based on .09% of the Fund's average net assets. FDC pays these fees to NASDAQ OMX Group for marketing services provided to the Fund. The Fund does not pay a service fee.

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.

Licensing Fees. Under the terms of a license agreement, the investment adviser pays NASDAQ OMX Group an annual licensing fee for the use of the NASDAQ Composite Index. The investment adviser has entered into a sub-license agreement with the Fund whereby the Fund pays the investment adviser the amount of the license fee at the rate of up to .06% of the Fund's average net assets.

6. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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 $171,704.

Annual Report

Notes to Financial Statements - continued

7. Expense Reductions.

The investment adviser contractually agreed to waive expenses of the Fund to the extent annual operating expenses exceeded .21% of average net assets. During the period, these levels ranged between .30% and .21%. The expense limitation effective August 1, 2013 was .21%. This reimbursement will remain in place through January 31, 2015. Some expenses, for example interest expense, are excluded from this waiver. During the period this waiver reduced the Fund's expenses by $544,527.

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 $32.

8. Share Transactions.

The Fund issues and redeems shares at Net Asset Value only with certain authorized participants in large increments known as Creation Units. Purchases of Creation Units are made by tendering a basket of designated stocks to the Fund and redemption proceeds are paid with a basket of securities from the Fund's portfolio with a balancing cash component to equate the market value of the basket of securities delivered or redeemed to the NAV per Creation Unit on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery. The Fund's shares are available in smaller increments to investors in the secondary market at market prices and may be subject to commissions. Authorized participants pay a transaction fee to the shareholder servicing agent when purchasing and redeeming Creation Units of the Fund. The transaction fee is used to defray the costs associated with the issuance and redemption of Creation Units.

9. 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 Commonwealth Trust and the Shareholders of Fidelity Nasdaq Composite Index Tracking Stock:

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 Nasdaq Composite Index Tracking Stock (a fund of Fidelity Commonwealth Trust) at November 30, 2013, 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 Nasdaq Composite Index Tracking Stock'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 November 30, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 17, 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 173 funds. Mr. Curvey oversees 396 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 247 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.

Annual Report

Trustees and Officers - continued

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

Board Structure and Oversight Function. 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-FIDELITY.

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 Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
Year of Election or Appointment: 2011 Trustee
	Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.
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 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.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2006 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as 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).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
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.
Gary W. Ryan (1958)
Year of Election or Appointment: 2005 Assistant Treasurer
	Mr. Ryan also serves as Assistant Treasurer of other funds. Mr. Ryan is an employee of Fidelity Investments and has served in other fund officer roles. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
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.
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 94% for December, and 100% for March, June, and September 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 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Nasdaq Composite Index Tracking Stock

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

The Board meets regularly and, 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, 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 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 2013 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 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 in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is a part of the Fidelity family of funds.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization.

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 pricing and bookkeeping and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally transfer agents, 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 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.

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 global and income-oriented solutions; (iv) 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; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. 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 a fund's benchmark index, over appropriate time periods taking into account relevant factors including the following:  general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; securities lending revenues; and fund cash flows and other factors.

Annual Report

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 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 its benchmark index for the most recent one-, three-, and five-year periods, as shown below. A peer group comparison is not shown below.

Fidelity Nasdaq Composite Index Tracking Stock

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 management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 TMG % of 25% means that 75% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. 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 ranked, is also included in the chart and considered by the Board.

Fidelity Nasdaq Composite Index Tracking Stock

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

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 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, 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 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 equal to its competitive median for 2012.

The Board further considered that FMR contractually agreed to waive the fund's expenses to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets, exceed 0.30% through January 31, 2014.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. 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.

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

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 surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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.

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

Annual Report

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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (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; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

JPMorgan Chase Bank
New York, NY

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

1-800-FIDELITY

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

ETF-UANN-0114
1.795568.110

Item 2. Code of Ethics

As of the end of the period, November 30, 2013, Fidelity Commonwealth Trust (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 Nasdaq Composite Index Fund and Fidelity Series 100 Index Fund (the "Funds"):

Services Billed by Deloitte Entities

November 30, 2013 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Fund	$44,000	$-	$6,000	$600
Fidelity Series 100 Index Fund	$53,000	$-	$5,800	$1,000

November 30, 2012 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Fund	$41,000	$-	$5,700	$400
Fidelity Series 100 Index Fund	$49,000	$-	$5,700	$1,400

^A Amounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Nasdaq Composite Index Tracking Stock (the "Fund"):

Services Billed by PwC

November 30, 2013 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$66,000	$-	$4,400	$1,600

November 30, 2012 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$64,000	$-	$4,300	$1,600

^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

	November 30, 2013A	November 30, 2012A
Audit-Related Fees	$795,000	$880,000
Tax Fees	$-	$-
All Other Fees	$795,000	$955,000

^A Amounts may reflect rounding.

Services Billed by PwC

	November 30, 2013A	November 30, 2012A
Audit-Related Fees	$4,860,000	$5,130,000
Tax Fees	$-	$-
All Other Fees	$50,000	$-

^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	November 30, 2013 A	November 30, 2012 A
PwC	$5,445,000	$6,045,000
Deloitte Entities	$1,725,000	$1,885,000

^A Amounts may reflect rounding.

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

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock:

The Board of Trustees of Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. As of November 30, 2013, the members of the audit committee were Joseph Mauriello, Alan J. Lacy and Robert W. Selander.

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Fund:

Fidelity Commonwealth Trust: Fidelity Series 100 Index Fund:

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 Commonwealth Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	January 27, 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:	January 27, 2014

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	January 27, 2014