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, 2014

Item 1. Reports to Stockholders

Fidelity®

Nasdaq Composite Index®

Fund

Annual Report

November 30, 2014

(Fidelity Cover Art)

Contents

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

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

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. © 2015 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, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Nasdaq Composite Index® Fund	19.25%	18.62%	9.48%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite Index® Fund on November 30, 2004. The chart shows how the value of your investment would have changed, and also shows how the Nasdaq Composite Index® performed over the same period.

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

Annual Report

Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near an all-time high for the 12 months ending November 30, 2014, supported by low interest rates and strong corporate profits. The large-cap S&P 500® Index gained 16.86%, clawing back from a late-period sell-off fueled by fears of a new global economic slump. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® advanced 19.43%, while the small-cap Russell 2000® Index returned a relatively lackluster 3.99% amid growth and valuation worries. Health care (+28%) was the top sector in the S&P 500®, spurred by the strong performance of the pharmaceuticals, biotechnology & life sciences industry. Information technology (+27%) and consumer staples (+18%) also contributed strongly to the index's advance. Conversely, energy (-5%) was the biggest laggard, reflecting a sharp drop in crude prices beginning in June, attributed to weaker demand and a U.S. supply boom driven by shale drilling. Volatility was tame for much of the period, although it spiked to a three-year high in October amid growth concerns, Ebola fears and unrest in Syria, Iraq and Ukraine. Yet stocks proved resilient and gained in mid-October, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Nasdaq Composite Index® Fund: For the year, the fund added 19.25%, roughly in line with the benchmark. Many of the fund's top contributors were information technology stocks, led by Apple, the largest weighting in the index. This maker of mobile devices and personal computers saw its shares return 53% for the 12-month period. Various other technology stocks also lifted results, such as semiconductor manufacturer Intel, social-media giant Facebook and software maker Microsoft. In health care, biotechnology firms Amgen and Gilead Sciences further added value. In contrast, consumer discretionary stocks lagged the benchmark, with an especially poor showing from online retailer Amazon.com, which struggled on weaker-than-expected earnings. VimpelCom, a Netherlands-based and Bermuda-listed telecommunication services company that is Russia's third-largest mobile communications provider, encountered a variety of business challenges. Internet search leader Google was also a meaningful detractor; the stock fell only modestly, but the performance impact was large because the stock was the third-largest weighting in the index.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including 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, 2014 to November 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 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, 2014	Ending Account Value November 30, 2014	Expenses Paid During Period* June 1, 2014 to November 30, 2014
Actual	.29%	$ 1,000.00	$ 1,135.90	$ 1.55
HypotheticalA		$ 1,000.00	$ 1,023.61	$ 1.47

^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, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	9.7	8.8
Microsoft Corp.	5.4	5.3
Intel Corp.	2.5	2.1
Google, Inc. Class C	2.5	2.5
Facebook, Inc. Class A	2.4	2.0
Google, Inc. Class A	2.2	2.5
Amazon.com, Inc.	2.1	2.3
Gilead Sciences, Inc.	2.1	2.0
Cisco Systems, Inc.	1.9	2.0
Comcast Corp. Class A	1.7	1.8
	32.5
Market Sectors as of November 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	47.9	47.2
Consumer Discretionary	17.3	18.6
Health Care	16.1	14.9
Financials	6.4	6.8
Industrials	4.5	4.9
Consumer Staples	3.8	3.9
Telecommunication Services	0.9	1.1
Energy	0.9	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, 2014

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value
CONSUMER DISCRETIONARY - 17.3%
Auto Components - 0.3%
China Automotive Systems, Inc.	4,892		$ 38,158
China XD Plastics Co. Ltd. (a)	6,585		37,403
Dorman Products, Inc. (a)(c)	6,016		284,737
Federal-Mogul Corp. Class A (a)(c)	25,023		388,357
Fox Factory Holding Corp. (a)	6,682		91,610
Fuel Systems Solutions, Inc. (a)(c)	2,518		24,853
Gentex Corp. (c)	25,246		897,748
Gentherm, Inc. (a)(c)	6,501		245,023
Jason Industries, Inc. (a)	6,627		53,347
Motorcar Parts of America, Inc. (a)	3,075		103,781
Quantum Fuel Systems Technologies Worldwide, Inc. (a)(c)	2,441		7,982
Remy International, Inc. (c)	5,564		102,378
Shiloh Industries, Inc. (a)	2,425		39,285
SORL Auto Parts, Inc. (a)	1,464		6,017
Spartan Motors, Inc.	9,513		47,660
Strattec Security Corp.	574		59,558
Sypris Solutions, Inc.	1,434		3,872
The Goodyear Tire & Rubber Co.	47,127		1,291,751
			3,723,520
Automobiles - 0.4%
Kandi Technolgies, Inc. (a)(c)	7,491		105,848
Tesla Motors, Inc. (a)(c)	21,342		5,218,546
			5,324,394
Distributors - 0.2%
Core-Mark Holding Co., Inc.	4,154		249,697
LKQ Corp. (a)	52,270		1,518,444
Pool Corp. (c)	7,830		465,180
VOXX International Corp. (a)	3,232		27,181
Weyco Group, Inc.	1,893		52,076
			2,312,578
Diversified Consumer Services - 0.2%
2U, Inc. (c)	6,242		112,855
American Public Education, Inc. (a)	2,623		88,133
Apollo Education Group, Inc. Class A (non-vtg.) (a)(c)	18,038		563,146
Ascent Capital Group, Inc. (a)	3,055		164,420
ATA, Inc. ADR	2,232		8,660
Cambium Learning Group, Inc. (a)	3,505		5,959
Capella Education Co.	2,120		144,542
Career Education Corp. (a)	8,921		52,277
Collectors Universe, Inc.	1,211		26,654
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Corinthian Colleges, Inc. (a)(c)	7,598		$ 821
Grand Canyon Education, Inc. (a)(c)	7,710		352,116
Houghton Mifflin Harcourt Co. (c)	23,683		455,187
Learning Tree International, Inc. (a)	1,097		2,743
Liberty Tax, Inc. (a)(c)	2,338		89,089
Lincoln Educational Services Corp.	1,850		5,976
National American University Holdings, Inc. (c)	1,829		5,615
Steiner Leisure Ltd. (a)	2,513		111,251
Strayer Education, Inc. (a)	1,694		128,219
Tarena International, Inc. ADR (c)	2,900		35,844
			2,353,507
Hotels, Restaurants & Leisure - 2.6%
Ambassadors Group, Inc. (a)	1,175		2,620
BJ's Restaurants, Inc. (a)(c)	4,573		224,809
Bloomin' Brands, Inc. (a)	20,757		472,637
Bob Evans Farms, Inc.	5,022		272,996
Bravo Brio Restaurant Group, Inc. (a)	2,791		36,646
Buffalo Wild Wings, Inc. (a)(c)	3,498		595,395
Caesars Acquisition Co. (a)(c)	23,628		247,621
Caesars Entertainment Corp. (a)(c)	24,510		415,690
Carrols Restaurant Group, Inc. (a)	6,966		52,315
Century Casinos, Inc. (a)	4,746		24,632
China Lodging Group Ltd. ADR (a)(c)	5,632		140,744
Churchill Downs, Inc.	2,810		270,575
Chuy's Holdings, Inc. (a)(c)	2,585		55,345
Cracker Barrel Old Country Store, Inc. (c)	4,135		529,321
Dave & Buster's Entertainment, Inc.	6,807		156,016
Del Frisco's Restaurant Group, Inc. (a)(c)	3,430		76,215
Denny's Corp. (a)	13,611		131,891
Diversified Restaurant Holdings, Inc. (a)	7,360		38,198
Dunkin' Brands Group, Inc.	18,980		917,683
El Pollo Loco Holdings, Inc. (a)(c)	5,834		159,968
Eldorado Resorts, Inc. (a)	15,621		64,671
Empire Resorts, Inc. (a)(c)	6,270		42,699
Famous Dave's of America, Inc. (a)(c)	1,074		27,387
Fiesta Restaurant Group, Inc. (a)(c)	4,529		253,896
Gaming Partners International Corp. (a)	597		4,925
Home Inns & Hotels Management, Inc. sponsored ADR (a)(c)	5,911		182,413
Iao Kun Group Hldng Co. Ltd.	7,974		15,709
Icahn Enterprises LP	21,035		2,270,308
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Ignite Restaurant Group, Inc. (a)	5,115		$ 38,618
International Speedway Corp. Class A	4,311		134,848
Interval Leisure Group, Inc.	9,970		216,748
Isle of Capri Casinos, Inc. (a)	5,860		42,426
Jack in the Box, Inc.	7,113		529,919
Jamba, Inc. (a)(c)	2,758		34,172
Kona Grill, Inc. (a)	1,463		37,072
Lakes Entertainment, Inc. (a)	1,173		7,777
Marriott International, Inc. Class A	50,098		3,947,221
Melco Crown Entertainment Ltd. sponsored ADR	30,658		793,429
Monarch Casino & Resort, Inc. (a)	2,992		49,548
Morgans Hotel Group Co. (a)	5,096		41,278
Multimedia Games Holding Co., Inc. (a)	5,396		195,821
Nathan's Famous, Inc. (a)	830		62,399
Noodles & Co. (a)(c)	5,166		126,464
Norwegian Cruise Line Holdings Ltd. (a)	34,887		1,531,190
Panera Bread Co. Class A (a)(c)	4,650		778,410
Papa John's International, Inc.	6,771		357,373
Papa Murphy's Holdings, Inc. (c)	3,697		37,081
Penn National Gaming, Inc. (a)	12,977		184,273
Pizza Inn Holdings, Inc. (a)	1,342		9,045
Popeyes Louisiana Kitchen, Inc. (a)	3,944		217,867
Potbelly Corp. (a)(c)	6,263		82,546
Premier Exhibitions, Inc. (a)(c)	3,637		2,510
RCI Hospitality Holdings, Inc. (a)	1,724		16,688
Red Robin Gourmet Burgers, Inc. (a)	2,636		177,535
Ruth's Hospitality Group, Inc.	5,483		72,047
Scientific Games Corp. Class A (a)(c)	14,878		225,253
Sonic Corp.	10,175		276,658
Starbucks Corp.	128,597		10,443,362
Texas Roadhouse, Inc. Class A (c)	12,714		420,325
The Cheesecake Factory, Inc. (c)	8,459		409,669
Town Sports International Holdings, Inc.	4,202		28,406
Tuniu Corp. Class A sponsored ADR	1,323		17,477
Wendy's Co.	66,036		575,834
Wynn Resorts Ltd.	17,321		3,093,704
			32,898,318
Household Durables - 0.3%
Bassett Furniture Industries, Inc.	2,333		45,727
Cavco Industries, Inc. (a)	1,872		138,771
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Dixie Group, Inc. (a)(c)	3,770		$ 28,878
EveryWare Global, Inc. (a)(c)	3,960		3,881
Flexsteel Industries, Inc.	976		30,959
Garmin Ltd. (c)	33,041		1,893,249
GoPro, Inc. Class A (c)	4,444		346,499
Green Brick Partners, Inc. (a)	1,164		9,894
Helen of Troy Ltd. (a)(c)	5,148		332,870
Hooker Furniture Corp.	2,583		39,752
iRobot Corp. (a)(c)	4,802		174,889
LGI Homes, Inc. (c)	2,954		47,205
Lifetime Brands, Inc.	2,464		36,812
Nova LifeStyle, Inc. (a)(c)	3,428		13,643
SGOCO Technology Ltd. (a)	1,000		1,530
Skullcandy, Inc. (a)	4,547		43,106
SodaStream International Ltd. (a)(c)	3,238		71,171
Stanley Furniture Co., Inc. (a)	825		2,310
Turtle Beach Corp. (a)(c)	11,150		42,593
Universal Electronics, Inc. (a)	2,675		161,864
Zagg, Inc. (a)	3,197		18,223
			3,483,826
Internet & Catalog Retail - 4.2%
1-800-FLOWERS.com, Inc. Class A (a)	4,940		42,237
Amazon.com, Inc. (a)	79,002		26,753,237
Blue Nile, Inc. (a)(c)	1,813		62,802
CafePress, Inc. (a)	1,330		2,780
Cnova NV (a)	80,000		587,200
Ctrip.com International Ltd. sponsored ADR (a)(c)	25,880		1,399,590
dELiA*s, Inc. (a)(c)	2,226		264
eLong, Inc. sponsored ADR (a)(c)	1,876		33,580
EVINE Live, Inc. (a)	7,480		45,927
Expedia, Inc.	19,847		1,728,872
FTD Companies, Inc. (a)(c)	3,031		105,054
Gaiam, Inc. Class A (a)	3,018		22,182
Geeknet, Inc. (a)	1,797		15,634
Groupon, Inc. Class A (a)(c)	113,046		851,236
HSN, Inc.	8,816		642,951
JD.com, Inc. sponsored ADR (c)	17,969		422,631
Lands' End, Inc. (a)	5,397		256,789
Liberty Interactive Corp.:
(Venture Group) Series A (a)(c)	21,382		783,436
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Liberty Interactive Corp.: - continued
Series A (a)	79,155		$ 2,307,368
Liberty TripAdvisor Holdings, Inc. (a)	12,739		333,889
MakeMyTrip Ltd. (a)(c)	7,651		224,863
Netflix, Inc. (a)(c)	10,273		3,560,519
NutriSystem, Inc. (c)	4,390		83,278
Overstock.com, Inc. (a)	4,377		108,812
PetMed Express, Inc. (c)	2,807		37,895
priceline.com, Inc. (a)	8,959		10,394,142
Qunar Cayman Islands Ltd. sponsored ADR (c)	6,863		178,987
RetailMeNot, Inc. (a)(c)	8,342		122,836
Shutterfly, Inc. (a)	6,561		280,548
TripAdvisor, Inc. (a)(c)	22,330		1,644,605
U.S. Auto Parts Network, Inc. (a)	5,624		14,172
zulily, Inc. Class A (c)	10,053		288,823
			53,337,139
Leisure Products - 0.3%
Arctic Cat, Inc.	2,495		82,460
Black Diamond, Inc. (a)(c)	4,678		42,523
Escalade, Inc.	4,898		65,143
Hasbro, Inc. (c)	22,552		1,335,078
JAKKS Pacific, Inc. (a)(c)	3,085		22,706
Johnson Outdoors, Inc. Class A	1,539		46,662
Malibu Boats, Inc. Class A (a)	2,676		50,095
Mattel, Inc.	57,182		1,804,092
Smith & Wesson Holding Corp. (a)(c)	7,497		74,745
Summer Infant, Inc. (a)	1,750		4,883
			3,528,387
Media - 6.5%
AirMedia Group, Inc. ADR (a)	3,030		9,454
AMC Networks, Inc. Class A (a)(c)	10,316		669,096
Beasley Broadcast Group, Inc. Class A	689		3,659
Bona Film Group Ltd. sponsored ADR (a)(c)	6,626		44,792
Carmike Cinemas, Inc. (a)	3,849		114,084
Central European Media Enterprises Ltd. Class A (a)(c)	17,046		48,240
Charter Communications, Inc. Class A (a)(c)	18,689		3,171,523
China Yida Holding Co. (a)	388		1,040
Cinedigm Corp. (a)	11,416		20,320
Comcast Corp.:
Class A (c)	377,705		21,544,293
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Comcast Corp.: - continued
Class A (special) (non-vtg.) (c)	63,490		$ 3,606,867
Crown Media Holdings, Inc. Class A (a)	74,627		252,239
CTC Media, Inc.	28,441		169,508
Cumulus Media, Inc. Class A (a)(c)	44,129		176,075
Daily Journal Corp. (a)(c)	220		48,136
Dex Media, Inc. (a)	2,971		25,432
DIRECTV (a)	85,949		7,538,587
Discovery Communications, Inc.:
Class A (a)	28,644		999,676
Class B (a)	715		27,528
Class C (non-vtg.) (a)(c)	21,920		745,499
DISH Network Corp. Class A (a)	37,916		3,010,910
DreamWorks Animation SKG, Inc. Class A (a)(c)	12,706		302,911
Emmis Communications Corp. Class A (a)	2,486		5,171
Global Sources Ltd. (a)(c)	7,406		47,917
Hemisphere Media Group, Inc. (a)(c)	2,622		33,063
Insignia Systems, Inc. (a)	738		2,184
Lamar Advertising Co. Class A (c)	13,458		717,177
Liberty Broadband Corp.:
Class A (a)	4,232		232,083
Class C (a)	8,676		471,974
Liberty Global PLC:
Class A (a)	49,635		2,580,524
Class B (a)	247		12,175
Class C	80,814		4,034,235
Liberty Media Corp.:
Class A (a)	16,930		622,516
Class C (a)	34,707		1,267,847
Loral Space & Communications Ltd. (a)	3,864		303,285
Markit Ltd.	31,338		796,925
MDC Partners, Inc. Class A (sub. vtg.)	8,141		179,672
Morningstar, Inc.	7,818		521,773
National CineMedia, Inc.	9,629		136,347
News Corp.:
Class A (a)	59,434		922,416
Class B (a)(c)	38,974		586,559
Nexstar Broadcasting Group, Inc. Class A	5,581		286,361
Radio One, Inc. Class D (non-vtg.) (a)(c)	5,190		8,771
ReachLocal, Inc. (a)(c)	4,325		14,056
Reading International, Inc. Class A (a)	4,496		53,457
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Rentrak Corp. (a)(c)	2,078		$ 174,760
RRSat Global Communications Network Ltd.	2,447		19,282
Salem Communications Corp. Class A	2,027		15,932
Scholastic Corp. (c)	5,012		177,926
SFX Entertainment, Inc. (a)(c)	14,185		61,705
Sinclair Broadcast Group, Inc. Class A	11,953		348,549
Sirius XM Holdings, Inc. (a)(c)	970,644		3,523,438
Sizmek, Inc. (a)	5,635		32,289
Spanish Broadcasting System, Inc. Class A (a)	311		1,029
Starz Series A (a)(c)	18,212		600,814
The Madison Square Garden Co. Class A (a)	10,654		778,168
Twenty-First Century Fox, Inc.:
Class A (c)	227,049		8,355,403
Class B	148,380		5,246,717
Value Line, Inc.	1,458		22,322
Viacom, Inc.:
Class A	13,687		1,035,148
Class B (non-vtg.)	58,982		4,460,809
VisionChina Media, Inc. ADR (a)	267		2,750
WPP PLC ADR	1,886		197,276
YOU On Demand Holdings, Inc. (a)(c)	1,926		4,526
			81,425,200
Multiline Retail - 0.3%
Dollar Tree, Inc. (a)	35,904		2,454,397
Fred's, Inc. Class A	6,870		106,485
Gordmans Stores, Inc. (a)(c)	2,098		6,609
Sears Canada, Inc. (c)	16,848		158,829
Sears Holdings Corp. (a)(c)	18,539		669,258
The Bon-Ton Stores, Inc. (c)	2,482		20,898
Tuesday Morning Corp. (a)(c)	8,362		178,111
			3,594,587
Specialty Retail - 1.7%
America's Car Mart, Inc. (a)(c)	1,684		86,473
Ascena Retail Group, Inc. (a)	27,031		361,945
bebe stores, Inc.	10,002		30,206
Bed Bath & Beyond, Inc. (a)	34,417		2,525,175
Big 5 Sporting Goods Corp.	2,569		33,705
Books-A-Million, Inc. (a)	1,634		3,072
Cache, Inc. (a)	4,123		1,113
Citi Trends, Inc. (a)	3,084		72,967
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Conn's, Inc. (a)(c)	6,303		$ 216,193
Destination Maternity Corp.	3,661		58,686
Destination XL Group, Inc. (a)(c)	12,438		64,304
Finish Line, Inc. Class A	8,075		230,461
Five Below, Inc. (a)(c)	9,368		437,111
Francesca's Holdings Corp. (a)(c)	7,554		95,785
Hibbett Sports, Inc. (a)(c)	4,015		201,433
Kirkland's, Inc. (a)	2,299		49,934
Mattress Firm Holding Corp. (a)	5,864		416,520
Michaels Companies, Inc.	34,626		833,102
Monro Muffler Brake, Inc.	5,226		286,333
O'Reilly Automotive, Inc. (a)	17,872		3,265,929
Office Depot, Inc. (a)(c)	91,446		606,287
Outerwall, Inc. (a)(c)	3,185		223,842
Pacific Sunwear of California, Inc. (a)	6,909		11,607
Perfumania Holdings, Inc. (a)	1,858		11,408
PetSmart, Inc.	16,939		1,334,116
Rent-A-Center, Inc.	9,802		338,169
Ross Stores, Inc.	36,051		3,297,945
Sears Hometown & Outlet Stores, Inc. (a)	5,037		66,136
Select Comfort Corp. (a)(c)	9,032		237,903
Shoe Carnival, Inc.	3,594		72,814
Sportsman's Warehouse Holdings, Inc. (c)	6,307		44,464
Staples, Inc. (c)	110,295		1,550,748
Stein Mart, Inc.	8,335		118,357
Tandy Leather Factory, Inc.	1,041		9,702
The Children's Place Retail Stores, Inc. (c)	3,353		187,969
Tile Shop Holdings, Inc. (a)(c)	8,659		86,417
Tractor Supply Co.	23,677		1,821,472
Trans World Entertainment Corp.	6,821		22,032
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	11,027		1,394,805
Urban Outfitters, Inc. (a)(c)	24,323		786,119
West Marine, Inc. (a)	4,170		45,578
Wet Seal, Inc. Class A (a)(c)	7,436		2,380
Winmark Corp.	795		64,212
Zumiez, Inc. (a)(c)	5,008		179,136
			21,784,065
Textiles, Apparel & Luxury Goods - 0.3%
Charles & Colvard Ltd. (a)	4,097		6,555
Cherokee, Inc.	1,470		26,387
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Columbia Sportswear Co. (c)	11,724		$ 528,166
Crocs, Inc. (a)(c)	13,930		184,990
Crown Crafts, Inc.	1,184		8,797
Exceed Co. Ltd. (a)	1,935		3,096
Fossil Group, Inc. (a)(c)	9,131		1,020,115
G-III Apparel Group Ltd. (a)(c)	3,843		340,067
Iconix Brand Group, Inc. (a)(c)	8,734		352,941
Joe's Jeans, Inc. (a)	4,434		2,660
Kingold Jewelry, Inc. (c)	5,932		5,873
lululemon athletica, Inc. (a)(c)	19,641		946,500
Perry Ellis International, Inc. (a)(c)	2,652		69,986
Rocky Brands, Inc.	1,050		15,792
Sequential Brands Group, Inc. (a)(c)	7,968		98,166
Steven Madden Ltd. (a)	11,559		394,162
Superior Uniform Group, Inc.	1,222		29,597
Vera Bradley, Inc. (a)(c)	6,585		151,389
			4,185,239
TOTAL CONSUMER DISCRETIONARY			217,950,760
CONSUMER STAPLES - 3.8%
Beverages - 0.3%
Coca-Cola Bottling Co. Consolidated	1,368		129,358
Craft Brew Alliance, Inc. (a)	3,377		45,725
MGP Ingredients, Inc.	2,591		38,554
Monster Beverage Corp. (a)	28,551		3,201,995
National Beverage Corp. (a)	8,047		202,302
Primo Water Corp. (a)	3,793		16,613
			3,634,547
Food & Staples Retailing - 1.4%
Andersons, Inc. (c)	4,681		252,961
Casey's General Stores, Inc. (c)	6,390		534,971
Chefs' Warehouse Holdings (a)(c)	5,027		86,565
China Jo-Jo Drugstores, Inc. (a)	1,100		2,255
Costco Wholesale Corp.	74,965		10,654,026
Fairway Group Holdings Corp. (a)(c)	3,145		11,668
Fresh Market, Inc. (a)(c)	8,404		344,228
G Willi-Food International Ltd. (a)	4,242		30,839
Ingles Markets, Inc. Class A	2,475		67,172
Pantry, Inc. (a)	4,277		113,554
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
PriceSmart, Inc. (c)	5,512		$ 534,444
SpartanNash Co.	6,449		150,455
Sprouts Farmers Market LLC (a)(c)	26,130		830,673
United Natural Foods, Inc. (a)(c)	8,306		624,528
Village Super Market, Inc. Class A	1,257		30,181
Whole Foods Market, Inc. (c)	61,737		3,026,965
			17,295,485
Food Products - 2.1%
Alico, Inc.	1,764		63,063
Boulder Brands, Inc. (a)(c)	9,021		97,427
Bridgford Foods Corp. (a)	433		3,165
Cal-Maine Foods, Inc. (c)	7,419		310,708
Calavo Growers, Inc.	3,048		130,881
Diamond Foods, Inc. (a)(c)	5,083		151,423
Farmer Brothers Co. (a)	2,901		82,737
Freshpet, Inc. (c)	5,000		83,550
Inventure Foods, Inc. (a)	3,723		51,415
J&J Snack Foods Corp.	3,202		336,370
John B. Sanfilippo & Son, Inc.	1,859		77,743
Keurig Green Mountain, Inc.	27,793		3,950,497
Kraft Foods Group, Inc.	101,780		6,124,103
Lancaster Colony Corp.	4,600		431,940
Le Gaga Holdings Ltd. ADR (a)	950		3,781
Lifeway Foods, Inc. (a)(c)	4,016		74,376
Limoneira Co. (c)	3,071		78,771
Mondelez International, Inc.	287,310		11,262,552
Origin Agritech Ltd. (a)(c)	2,765		4,258
Pilgrims Pride Corp. (a)(c)	44,292		1,430,632
S&W Seed Co. (a)(c)	3,247		11,949
Sanderson Farms, Inc. (c)	3,909		339,340
Seneca Foods Corp. Class A (a)	2,210		59,781
SkyPeople Fruit Juice, Inc. (a)(c)	1,700		1,853
Snyders-Lance, Inc. (c)	11,486		347,796
SunOpta, Inc. (a)	10,507		125,349
The Hain Celestial Group, Inc. (a)(c)	8,674		982,070
			26,617,530
Household Products - 0.0%
Central Garden & Pet Co. Class A (non-vtg.) (a)	9,938		81,989
WD-40 Co.	2,538		193,142
			275,131
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 0.0%
Elizabeth Arden, Inc. (a)(c)	5,115		$ 88,899
Inter Parfums, Inc.	5,208		133,585
LifeVantage Corp. (a)	10,300		13,905
Mannatech, Inc. (a)	170		4,293
Nature's Sunshine Products, Inc.	3,567		53,220
Neptune Technologies & Bioressources, Inc. (a)(c)	17,684		34,950
Nutraceutical International Corp. (a)	2,506		53,077
Reliv International, Inc.	923		1,135
Rock Creek Pharmaceuticals, Inc. (a)(c)	16,201		2,555
Synutra International, Inc. (a)(c)	12,714		67,638
The Female Health Co.	3,903		16,627
United-Guardian, Inc.	1,179		24,323
			494,207
TOTAL CONSUMER STAPLES			48,316,900
ENERGY - 0.9%
Energy Equipment & Services - 0.1%
Dawson Geophysical Co.	871		11,785
ENGlobal Corp. (a)	5,041		11,645
Exterran Partners LP	10,244		253,232
Forbes Energy Services Ltd. (a)	4,367		8,690
Geospace Technologies Corp. (a)	1,916		50,506
Glori Energy, Inc. (a)(c)	5,415		21,660
Gulf Island Fabrication, Inc.	2,689		52,462
Hercules Offshore, Inc. (a)(c)	27,359		33,925
Matrix Service Co. (a)	4,102		86,634
Mitcham Industries, Inc. (a)(c)	2,123		16,177
Ocean Rig UDW, Inc. (United States) (c)	23,369		280,194
Patterson-UTI Energy, Inc.	24,903		440,534
PHI, Inc. (non-vtg.) (a)	3,055		126,813
Profire Energy, Inc. (a)(c)	7,873		26,296
RigNet, Inc. (a)	3,000		122,850
SAExploration Holdings, Inc. (a)	3,388		13,891
Synthesis Energy Systems, Inc. (a)(c)	9,656		8,884
Tesco Corp.	6,682		94,149
TGC Industries, Inc. (a)	4,125		11,034
			1,671,361
Oil, Gas & Consumable Fuels - 0.8%
Abraxas Petroleum Corp. (a)	16,103		53,542
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Aemetis, Inc. (a)	3,015		$ 16,854
Alliance Holdings GP, LP	10,248		686,923
Alliance Resource Partners LP	12,771		588,232
Amyris, Inc. (a)(c)	18,938		52,269
APCO Oil and Gas International, Inc. (a)	981		13,656
Approach Resources, Inc. (a)(c)	7,067		68,691
Blueknight Energy Partners LP	4,685		33,638
BreitBurn Energy Partners LP	16,115		212,879
Calumet Specialty Products Partners LP	11,887		311,439
Capital Product Partners LP	17,392		136,005
Carrizo Oil & Gas, Inc. (a)(c)	7,489		295,516
Ceres, Inc. (a)	2,501		700
Clean Energy Fuels Corp. (a)(c)	18,026		103,469
Diamondback Energy, Inc. (a)	9,856		555,878
Dorchester Minerals LP	5,118		132,198
Dynagas LNG Partners LP	3,113		55,754
Eagle Rock Energy Partners LP	25,651		73,362
Energy XXI (Bermuda) Ltd. (c)	15,003		60,162
Escalera Resources Co. (a)	564		637
EV Energy Partners LP	8,331		236,017
FX Energy, Inc. (a)(c)	8,238		21,419
Gevo, Inc. (a)	4,703		2,069
Golar LNG Ltd. (c)	15,943		661,953
Golar LNG Partners LP	7,995		263,036
Green Plains, Inc.	7,128		213,911
Gulf Coast Ultra Deep Royalty Trust (a)	36,688		53,931
Gulfport Energy Corp. (a)	14,107		673,327
Hallador Energy Co.	4,678		50,990
Isramco, Inc. (a)(c)	558		75,899
Ivanhoe Energy, Inc. (a)(c)	1,555		1,469
Legacy Reserves LP	12,846		229,044
Lilis Energy, Inc. (a)	2,890		3,728
LINN Energy LLC/LINN Energy Finance Corp.	39,162		714,707
LinnCo LLC (c)	23,266		381,795
Magellan Petroleum Corp. (a)	4,557		4,192
Marine Petroleum Trust	339		4,390
Marlin Midstream Partners LP	3,313		59,667
Martin Midstream Partners LP	6,110		214,033
Memorial Production Partners LP	13,813		190,067
Memorial Resource Development Corp.	32,373		699,257
Mid-Con Energy Partners LP	4,391		51,550
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pacific Ethanol, Inc. (a)(c)	3,259		$ 37,902
PDC Energy, Inc. (a)(c)	5,686		167,794
PostRock Energy Corp. (a)	1,147		711
PrimeEnergy Corp. (a)	333		22,727
Renewable Energy Group, Inc. (a)(c)	7,470		71,114
Rex Energy Corp. (a)(c)	8,627		60,562
Rosetta Resources, Inc. (a)(c)	10,708		315,029
Royale Energy, Inc. (a)	2,924		7,018
SinoCoking Coal and Coke Chemical Industries, Inc. (a)(c)	4,480		15,635
Solazyme, Inc. (a)(c)	12,277		28,237
StealthGas, Inc. (a)	6,775		49,187
Torchlight Energy Resources, Inc. (a)(c)	2,041		2,286
TransGlobe Energy Corp.	11,707		38,085
U.S. Energy Corp. (a)	3,179		5,277
Uranium Resources, Inc. (a)(c)	678		1,383
Vanguard Natural Resources LLC	10,622		246,643
Vertex Energy, Inc. (a)(c)	4,311		15,778
Viper Energy Partners LP	14,349		257,852
Warren Resources, Inc. (a)	12,572		25,773
Westmoreland Coal Co. (a)	3,272		122,831
ZaZa Energy Corp. (a)(c)	1,047		2,356
Zion Oil & Gas, Inc. (a)(c)	3,214		5,239
			9,757,674
TOTAL ENERGY			11,429,035
FINANCIALS - 6.4%
Banks - 2.7%
1st Source Corp.	4,353		132,854
Access National Corp.	2,974		51,986
ACNB Corp.	934		18,820
American National Bankshares, Inc.	1,303		30,686
American River Bankshares (a)	684		6,402
Ameris Bancorp	4,716		118,607
Ames National Corp.	2,236		52,792
Arrow Financial Corp.	2,316		59,915
Associated Banc-Corp.	26,223		484,601
BancFirst Corp.	2,389		152,920
Bancorp, Inc., Delaware (a)	5,884		52,721
Bank of Commerce Holdings	924		5,553
Bank of Kentucky Financial Corp.	1,202		56,025
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Bank of Marin Bancorp	1,056		$ 53,645
Bank of the Ozarks, Inc. (c)	13,753		497,859
Bankwell Financial Group, Inc. (a)	1,107		21,044
Banner Bank	3,380		139,222
Baylake Corp.	834		10,300
BBCN Bancorp, Inc.	12,438		173,137
BCB Bancorp, Inc.	1,563		19,319
Blue Hills Bancorp, Inc. (a)	3,933		51,994
BNC Bancorp	4,280		72,632
BOK Financial Corp. (c)	11,757		757,739
Boston Private Financial Holdings, Inc.	14,869		189,728
Bridge Bancorp, Inc.	2,223		56,664
Bridge Capital Holdings (a)	3,225		74,304
Bryn Mawr Bank Corp.	2,194		64,569
BSB Bancorp, Inc. (a)	1,640		30,996
C & F Financial Corp.	1,129		44,516
Camden National Corp.	1,716		62,016
Capital Bank Financial Corp.:
rights (a)	910		0
Series A (a)	4,817		122,111
Capital City Bank Group, Inc.	2,980		43,091
Cardinal Financial Corp.	6,043		110,406
Cascade Bancorp (a)	17,593		85,854
Cathay General Bancorp	14,587		370,218
Centerstate Banks of Florida, Inc.	7,974		89,149
Central Valley Community Bancorp	2,099		22,040
Century Bancorp, Inc. Class A (non-vtg.)	620		24,130
Chemical Financial Corp.	5,398		156,380
Chemung Financial Corp.	1,150		31,913
Citizens & Northern Corp.	2,447		47,643
Citizens Holding Co.	2,408		45,319
City Holding Co. (c)	3,947		172,602
CNB Financial Corp., Pennsylvania	3,363		59,391
CoBiz, Inc.	6,048		69,431
Codorus Valley Bancorp, Inc.	553		10,949
Colony Bankcorp, Inc. (a)	217		1,699
Columbia Banking Systems, Inc. (c)	8,021		220,337
Commerce Bancshares, Inc. (c)	17,305		741,000
Community Trust Bancorp, Inc.	3,218		116,427
CommunityOne Bancorp (a)	3,837		39,982
ConnectOne Bancorp, Inc.	4,487		82,920
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
CU Bancorp (a)	1,835		$ 35,966
Customers Bancorp, Inc. (c)	4,058		73,044
CVB Financial Corp. (c)	18,105		274,653
DNB Financial Corp.	526		11,125
Eagle Bancorp, Inc. (a)(c)	6,168		211,686
East West Bancorp, Inc.	24,455		899,210
Eastern Virginia Bankshares, Inc. (a)	553		3,578
Enterprise Bancorp, Inc.	2,780		64,996
Enterprise Financial Services Corp.	6,736		127,984
Farmers Capital Bank Corp. (a)	1,580		36,008
Farmers National Banc Corp.	3,366		28,409
Fidelity Southern Corp.	4,004		61,181
Fifth Third Bancorp	144,247		2,902,250
Financial Institutions, Inc.	2,178		51,640
First Bancorp, North Carolina	3,068		52,401
First Busey Corp.	20,066		131,432
First Business Finance Services, Inc.	770		33,287
First Citizen Bancshares, Inc.	1,462		370,763
First Citizens Banc Corp.	1,242		12,793
First Community Bancshares, Inc.	3,939		60,897
First Connecticut Bancorp, Inc.	4,259		63,715
First Financial Bancorp, Ohio	12,901		228,477
First Financial Bankshares, Inc. (c)	10,380		313,165
First Financial Corp., Indiana	2,360		78,989
First Financial Service Corp. (a)	413		1,491
First Internet Bancorp	893		15,860
First Interstate Bancsystem, Inc.	3,446		96,902
First Merchants Corp.	5,797		124,346
First Midwest Bancorp, Inc., Delaware	11,685		195,490
First NBC Bank Holding Co. (a)	2,697		98,171
First Niagara Financial Group, Inc.	57,309		468,215
First of Long Island Corp.	2,616		66,132
First Security Group, Inc. (a)	19,579		39,158
First South Bancorp, Inc., Virginia	619		4,958
First United Corp. (a)	493		4,250
FirstMerit Corp.	30,796		550,940
Flushing Financial Corp.	4,469		85,894
Fulton Financial Corp.	31,254		373,173
German American Bancorp, Inc.	2,307		65,196
Glacier Bancorp, Inc.	15,963		437,067
Great Southern Bancorp, Inc.	3,086		115,046
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Green Bancorp, Inc.	5,477		$ 87,030
Grupo Financiero Galicia SA sponsored ADR (c)	5,605		89,736
Guaranty Bancorp	4,413		65,401
Hampton Roads Bankshares, Inc. (a)(c)	31,349		50,472
Hancock Holding Co.	14,160		463,174
Hanmi Financial Corp.	4,781		96,098
Hawthorn Bancshares, Inc.	652		9,291
Heartland Financial U.S.A., Inc.	3,355		84,110
Heritage Commerce Corp.	5,516		45,452
Heritage Financial Corp., Washington	3,965		67,127
Heritage Oaks Bancorp	5,488		39,898
Home Bancshares, Inc. (c)	10,623		336,430
HomeTrust Bancshares, Inc. (a)	3,411		53,382
Horizon Bancorp Industries	1,746		42,550
Huntington Bancshares, Inc.	141,209		1,427,623
IBERIABANK Corp. (c)	5,369		350,703
Independent Bank Corp.	4,293		52,160
Independent Bank Corp., Massachusetts	4,953		196,287
Independent Bank Group, Inc.	2,853		122,394
International Bancshares Corp.	11,659		297,538
Intervest Bancshares Corp. Class A	3,293		32,568
Investar Holding Corp.	713		9,818
Investors Bancorp, Inc. (c)	61,331		662,988
Lakeland Bancorp, Inc.	11,549		127,385
Lakeland Financial Corp.	2,968		117,503
Landmark Bancorp, Inc.	494		11,041
LCNB Corp.	1,754		25,345
LNB Bancorp, Inc.	2,217		35,428
Macatawa Bank Corp.	8,944		45,257
MainSource Financial Group, Inc.	3,060		54,529
MB Financial, Inc. (c)	12,113		381,560
MBT Financial Corp. (a)	6,453		31,620
Mercantile Bank Corp.	2,787		53,427
Merchants Bancshares, Inc.	1,897		54,083
Metro Bancorp, Inc. (a)	2,298		57,565
Middleburg Financial Corp.	2,232		41,069
MidWestOne Financial Group, Inc.	1,033		28,418
Monarch Financial Holdings, Inc.	2,251		30,343
MutualFirst Financial, Inc.	1,656		35,356
National Bankshares, Inc. (c)	1,998		60,000
National Penn Bancshares, Inc. (c)	24,880		253,776
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
NBT Bancorp, Inc.	9,859		$ 239,672
NewBridge Bancorp (a)	7,077		57,182
Northeast Bancorp	1,292		11,757
Northrim Bancorp, Inc.	787		21,532
Norwood Financial Corp.	895		26,134
Oak Valley Bancorp Oakdale California	1,026		10,363
Ohio Valley Banc Corp.	1,615		38,437
Old Line Bancshares, Inc.	2,635		40,500
Old National Bancorp, Indiana	22,583		320,679
Old Point Financial Corp.	453		6,374
Old Second Bancorp, Inc. (a)	7,102		33,521
OmniAmerican Bancorp, Inc.	1,460		39,230
Opus Bank (c)	5,267		141,630
Orrstown Financial Services, Inc. (a)	901		15,110
Pacific Continental Corp.	3,136		43,465
Pacific Mercantile Bancorp (a)	4,383		29,804
Pacific Premier Bancorp, Inc. (a)	2,803		44,596
PacWest Bancorp (c)	16,803		781,340
Palmetto Bancshares, Inc.	2,607		40,930
Park Sterling Corp.	7,866		56,163
Patriot National Bancorp, Inc. (a)	2,549		4,512
Peapack-Gladstone Financial Corp.	2,757		48,909
Penns Woods Bancorp, Inc.	598		26,551
Peoples Bancorp of North Carolina	608		10,944
Peoples Bancorp, Inc.	2,530		61,251
Peoples Financial Services Corp. (c)	1,267		60,525
Pinnacle Financial Partners, Inc. (c)	7,054		265,724
Popular, Inc. (a)	17,414		568,393
Preferred Bank, Los Angeles	1,901		48,514
Premier Financial Bancorp, Inc.	766		12,095
PrivateBancorp, Inc.	13,091		411,712
Renasant Corp.	4,814		135,659
Republic Bancorp, Inc., Kentucky Class A	3,549		80,598
Republic First Bancorp, Inc. (a)(c)	5,561		21,076
S&T Bancorp, Inc.	6,617		181,835
Sandy Spring Bancorp, Inc.	4,494		106,822
SB Financial Group, Inc.	723		6,702
Seacoast Banking Corp., Florida (a)	5,352		67,863
ServisFirst Bancshares, Inc.	4,677		147,793
Shore Bancshares, Inc. (a)	2,265		21,382
Sierra Bancorp	4,627		73,430
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Signature Bank (a)	8,459		$ 1,025,823
Simmons First National Corp. Class A	2,959		119,751
South State Corp.	4,015		248,649
Southcoast Financial Corp. (a)	776		5,285
Southern National Bancorp of Virginia, Inc.	3,827		44,852
Southside Bancshares, Inc.	2,758		89,166
Southwest Bancorp, Inc., Oklahoma	4,044		68,344
Square 1 Financial, Inc. Class A	5,383		115,089
State Bank Financial Corp.	5,152		95,827
Stock Yards Bancorp, Inc.	4,743		148,408
Stonegate Bank	1,526		41,980
Suffolk Bancorp	2,059		42,601
Summit Financial Group, Inc. (a)	583		6,693
Sun Bancorp, Inc. (a)	2,866		53,164
Susquehanna Bancshares, Inc.	33,214		437,428
SVB Financial Group (a)	8,546		898,612
Talmer Bancorp, Inc. Class A	12,849		178,730
Texas Capital Bancshares, Inc. (a)(c)	7,497		413,310
The First Bancorp, Inc.	2,696		47,099
TowneBank (c)	6,561		94,544
Trico Bancshares	4,130		102,465
TriState Capital Holdings, Inc. (a)	3,693		37,299
Trustmark Corp.	12,212		285,028
UMB Financial Corp.	8,443		468,502
Umpqua Holdings Corp. (c)	38,335		651,312
Union Bankshares Corp.	6,839		157,571
Union Bankshares, Inc.	744		17,856
United Bankshares, Inc., West Virginia	12,926		451,117
United Community Bank, Inc.	9,917		174,539
United Security Bancshares, Inc.	450		3,848
United Security Bancshares, California	1,125		5,996
Univest Corp. of Pennsylvania	3,659		70,985
ViewPoint Financial Group (c)	6,499		154,936
Washington Trust Bancorp, Inc.	2,990		108,208
WesBanco, Inc.	5,265		174,851
West Bancorp., Inc.	4,197		65,557
Westamerica Bancorp.	5,699		276,971
Wilshire Bancorp, Inc.	14,136		135,423
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Wintrust Financial Corp.	8,547		$ 381,965
Zions Bancorporation	34,285		962,037
			34,424,961
Capital Markets - 0.9%
American Capital Senior Floating Ltd.	2,372		31,761
BGC Partners, Inc. Class A	32,351		281,777
Calamos Asset Management, Inc. Class A	3,915		52,813
Capital Southwest Corp.	3,072		114,401
Capitala Finance Corp. (c)	3,221		60,845
Carlyle Group LP	11,398		326,325
CIFI Corp.	6,065		53,615
CM Finance, Inc. (c)	3,792		48,120
Cowen Group, Inc. Class A (a)	17,537		74,357
Diamond Hill Investment Group, Inc.	751		101,896
E*TRADE Financial Corp. (a)	48,576		1,108,019
FBR & Co. (a)	1,419		35,390
Financial Engines, Inc.	8,876		290,068
Harris & Harris Group, Inc. (a)	3,415		9,938
Hennessy Advisors, Inc.	676		13,223
Horizon Technology Finance Corp. (c)	1,983		27,861
INTL FCStone, Inc. (a)	2,645		46,684
LPL Financial (c)	17,071		728,420
Northern Trust Corp.	40,008		2,709,742
SEI Investments Co.	28,568		1,132,150
Siebert Financial Corp. (a)	2,067		4,775
Silvercrest Asset Management Group Class A	1,643		23,577
T. Rowe Price Group, Inc.	44,680		3,729,440
U.S. Global Investments, Inc. Class A	870		2,671
Virtus Investment Partners, Inc.	1,537		236,698
WisdomTree Investments, Inc. (c)	25,219		383,077
			11,627,643
Consumer Finance - 0.3%
Asta Funding, Inc. (a)	3,624		30,985
Atlanticus Holdings Corp. (a)	2,291		5,498
Consumer Portfolio Services, Inc. (a)	3,332		24,390
Credit Acceptance Corp. (a)(c)	3,663		548,534
Encore Capital Group, Inc. (a)(c)	3,944		169,237
EZCORP, Inc. (non-vtg.) Class A (a)(c)	8,918		97,117
First Cash Financial Services, Inc. (a)(c)	5,159		298,087
Navient Corp.	71,454		1,497,676
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Consumer Finance - continued
Nicholas Financial, Inc. (a)	1,433		$ 17,798
PRA Group, Inc. (a)(c)	8,852		518,019
QC Holdings, Inc.	1,821		3,296
SLM Corp.	73,697		713,387
World Acceptance Corp. (a)(c)	1,392		106,251
			4,030,275
Diversified Financial Services - 0.7%
A-Mark Precious Metals, Inc. (a)	878		8,341
California First National Bancorp	4,589		65,026
CBOE Holdings, Inc.	14,766		884,631
China Commercial Credit, Inc. (a)(c)	1,526		4,547
CME Group, Inc.	57,172		4,839,038
Global Defense & National Security Systems (a)	4,491		46,078
Interactive Brokers Group, Inc.	11,039		301,585
Life Partners Holdings, Inc. (c)	1,553		2,205
MarketAxess Holdings, Inc. (c)	6,434		421,877
Marlin Business Services Corp.	2,572		47,942
MicroFinancial, Inc.	3,311		28,739
NewStar Financial, Inc. (a)	7,221		81,164
PICO Holdings, Inc. (a)	3,817		69,927
Resource America, Inc. Class A	3,667		32,526
The NASDAQ OMX Group, Inc.	28,455		1,277,914
Tiptree Financial, Inc. (a)(c)	3,278		23,929
Viewtran Group, Inc. (a)(c)	3,330		5,028
			8,140,497
Insurance - 0.7%
AMBAC Financial Group, Inc. (a)	8,186		201,048
American Independence Corp. (a)	848		9,141
American National Insurance Co.	4,790		549,796
Amerisafe, Inc.	3,148		131,240
Amtrust Financial Services, Inc. (c)	12,575		645,349
Arch Capital Group Ltd. (a)	23,005		1,318,647
Argo Group International Holdings, Ltd.	4,216		237,951
Atlas Financial Holdings, Inc. (a)	1,462		21,462
Baldwin & Lyons, Inc. Class B	4,807		122,819
Cincinnati Financial Corp.	28,097		1,431,542
CNinsure, Inc. ADR (a)	4,611		28,773
Donegal Group, Inc. Class A	5,256		82,362
eHealth, Inc. (a)(c)	2,634		68,142
EMC Insurance Group	2,904		86,452
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Enstar Group Ltd. (a)	2,749		$ 401,217
Erie Indemnity Co. Class A (c)	8,051		702,289
Federated National Holding Co.	2,457		62,064
Global Indemnity PLC (a)	1,582		42,572
Greenlight Capital Re, Ltd. (a)	5,004		157,726
Hallmark Financial Services, Inc. (a)	4,775		56,297
Health Insurance Innovations, Inc. (a)	755		5,549
Infinity Property & Casualty Corp.	2,068		150,261
Investors Title Co.	621		44,960
Kansas City Life Insurance Co.	1,996		95,030
Maiden Holdings Ltd.	13,951		182,200
National General Holdings Corp. (c)	16,356		306,675
National Interstate Corp.	3,965		113,518
National Western Life Insurance Co. Class A	563		144,607
Navigators Group, Inc. (a)	2,301		168,088
Oxbridge Re Holdings Ltd.	1,344		8,723
Safety Insurance Group, Inc.	2,680		159,514
Selective Insurance Group, Inc.	9,509		254,556
State Auto Financial Corp.	6,552		128,943
Unico American Corp. (a)	912		10,415
United Fire Group, Inc.	4,525		126,112
United Insurance Holdings Corp.	3,357		62,944
			8,318,984
Real Estate Investment Trusts - 0.5%
American Capital Agency Corp.	61,001		1,407,598
American Capital Mortgage Investment Corp.	7,350		147,515
American Realty Capital Heathcare Trust, Inc.	28,693		325,092
American Realty Capital Properties, Inc.	155,724		1,463,806
CareTrust (REIT), Inc.	3,613		58,422
CIM Commercial Trust Corp. (c)	16,862		308,406
CyrusOne, Inc.	6,380		175,131
Gaming & Leisure Properties	19,140		610,566
Gladstone Commercial Corp.	3,081		54,472
New York Mortgage Trust, Inc. (c)	14,411		115,864
Potlatch Corp.	7,284		302,650
Retail Opportunity Investments Corp.	16,102		265,039
Sabra Health Care REIT, Inc.	8,954		253,488
Trade Street Residential, Inc. (c)	8,807		66,581
United Development Funding IV	5,895		114,245
			5,668,875
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA (a)(c)	3,534		$ 184,758
AV Homes, Inc. (a)	3,139		46,991
China HGS Real Estate, Inc. (a)(c)	6,536		24,902
China Housing & Land Development, Inc. (a)(c)	4,266		3,498
Cresud S.A.C.I.F. y A. sponsored ADR (c)	9,790		115,424
Elbit Imaging Ltd. (a)	109		218
FirstService Corp. (sub. vtg.)	5,480		292,666
Griffin Land & Nurseries, Inc.	1,362		36,175
Stratus Properties, Inc. (a)	1,162		15,513
			720,145
Thrifts & Mortgage Finance - 0.5%
America First Tax Exempt Investors LP	11,408		63,657
ASB Bancorp, Inc. (a)	402		8,522
Bank Mutual Corp.	10,031		64,800
BankFinancial Corp.	3,749		42,701
Bear State Financial, Inc.	7,531		78,850
Beneficial Mutual Bancorp, Inc. (a)	12,620		171,632
BofI Holding, Inc. (a)(c)	2,256		178,044
Brookline Bancorp, Inc., Delaware	17,959		170,790
Cape Bancorp, Inc.	2,034		18,937
Capitol Federal Financial, Inc.	23,522		294,495
Carver Bancorp, Inc. (a)	695		5,213
Charter Financial Corp.	3,802		42,582
Cheviot Financial Corp. (c)	2,477		30,839
Chicopee Bancorp, Inc.	1,629		25,250
Clifton Bancorp, Inc.	6,633		83,841
Dime Community Bancshares, Inc.	6,547		99,187
ESB Financial Corp.	3,795		68,158
ESSA Bancorp, Inc.	2,734		30,894
First Clover Leaf Financial Corp.	1,082		9,825
First Defiance Financial Corp.	2,062		62,004
First Financial Northwest, Inc.	4,958		58,257
Fox Chase Bancorp, Inc.	2,361		39,075
Franklin Financial Corp./VA (a)	3,187		63,326
Heritage Financial Group, Inc.	1,347		28,327
HF Financial Corp.	1,845		25,092
Hingham Institution for Savings	405		33,732
HMN Financial, Inc. (a)	448		5,645
Home Bancorp, Inc. (c)	1,639		37,697
Home Loan Servicing Solutions Ltd. (c)	12,147		237,352
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
HomeStreet, Inc.	3,628		$ 59,173
HopFed Bancorp, Inc.	1,199		14,028
Hudson City Bancorp, Inc.	87,699		858,573
Kearny Financial Corp. (a)	11,566		163,659
Lake Shore Bancorp, Inc.	812		10,678
Meridian Bancorp, Inc. (a)	8,178		89,631
Meta Financial Group, Inc.	1,051		36,995
New Hampshire Thrift Bancshares, Inc.	999		15,465
NMI Holdings, Inc. (a)(c)	9,193		80,071
Northeast Community Bancorp, Inc.	696		4,872
Northfield Bancorp, Inc.	7,560		106,520
Northwest Bancshares, Inc. (c)	19,504		245,555
Ocean Shore Holding Co.	2,171		30,329
OceanFirst Financial Corp.	4,053		65,294
Oneida Financial Corp.	1,115		14,395
Oritani Financial Corp.	9,625		140,044
People's United Financial, Inc. (c)	53,169		785,838
Peoples Federal Bancshares, Inc.	811		17,364
Provident Financial Holdings, Inc.	1,514		22,407
Prudential Bancorp, Inc.	1,106		13,493
Pulaski Financial Corp.	1,793		21,050
River Valley Bancorp	460		9,706
Riverview Bancorp, Inc. (a)	4,177		17,585
Severn Bancorp, Inc. (a)	677		3,087
SI Financial Group, Inc.	4,494		49,479
Simplicity Bancorp, Inc.	1,220		20,240
Southern Missouri Bancorp, Inc.	1,388		52,466
Territorial Bancorp, Inc.	974		20,279
TFS Financial Corp.	52,686		799,247
Tree.com, Inc. (a)(c)	2,115		95,725
Trustco Bank Corp., New York	15,328		104,384
United Community Financial Corp.	8,612		44,093
United Financial Bancorp, Inc. New	8,736		120,382
Washington Federal, Inc.	17,788		384,932
Waterstone Financial, Inc.	5,412		66,892
Westfield Financial, Inc.	7,949		58,266
WSFS Financial Corp.	1,525		114,528
			6,835,449
TOTAL FINANCIALS			79,766,829
Common Stocks - continued
	Shares		Value
HEALTH CARE - 16.1%
Biotechnology - 10.4%
ACADIA Pharmaceuticals, Inc. (a)(c)	17,652		$ 527,265
Acceleron Pharma, Inc. (a)(c)	5,225		202,417
Achillion Pharmaceuticals, Inc. (a)(c)	17,871		230,000
Acorda Therapeutics, Inc. (a)(c)	7,101		258,831
Adamas Pharmaceuticals, Inc.	2,852		41,896
Advaxis, Inc. (a)	1,946		6,091
Aegerion Pharmaceuticals, Inc. (a)(c)	4,860		102,400
AEterna Zentaris, Inc. (sub. vtg.) (a)	9,702		5,031
Agenus, Inc. (a)	12,650		37,444
Agios Pharmaceuticals, Inc. (a)(c)	5,860		590,747
Akebia Therapeutics, Inc. (a)	3,156		38,124
Alder Biopharmaceuticals, Inc.	5,218		85,158
Alexion Pharmaceuticals, Inc. (a)(c)	33,930		6,612,957
Alkermes PLC (a)(c)	24,771		1,362,900
Alnylam Pharmaceuticals, Inc. (a)(c)	12,936		1,300,715
AMAG Pharmaceuticals, Inc. (a)(c)	4,214		156,761
Amarin Corp. PLC ADR (a)(c)	20,997		27,086
Amgen, Inc.	129,820		21,460,544
Amicus Therapeutics, Inc. (a)	12,504		99,157
Anacor Pharmaceuticals, Inc. (a)(c)	7,507		258,841
Anthera Pharmaceuticals, Inc. (a)	1,025		2,101
Applied Genetic Technologies Corp. (c)	3,279		66,203
Aquinox Pharmaceuticals, Inc. (c)	2,522		18,436
Ardelyx, Inc.	2,975		79,641
Arena Pharmaceuticals, Inc. (a)(c)	36,538		153,094
Argos Therapeutics, Inc. (a)	3,091		25,964
ARIAD Pharmaceuticals, Inc. (a)(c)	33,668		239,379
ArQule, Inc. (a)	5,654		7,463
Array BioPharma, Inc. (a)(c)	19,792		79,762
Arrowhead Research Corp. (a)(c)	8,143		47,392
Atara Biotherapeutics, Inc.	3,500		94,500
Athersys, Inc. (a)(c)	8,108		11,594
Auspex Pharmaceuticals, Inc.	4,607		111,628
Avalanche Biotechnologies, Inc. (a)(c)	4,267		168,504
AVEO Pharmaceuticals, Inc. (a)	4,054		3,628
BIND Therapeutics, Inc. (a)	2,750		17,875
BioCryst Pharmaceuticals, Inc. (a)(c)	11,835		127,936
Biogen Idec, Inc. (a)	40,440		12,442,984
BioMarin Pharmaceutical, Inc. (a)	25,356		2,274,940
Biospecifics Technologies Corp. (a)	1,123		42,584
Biota Pharmaceuticals, Inc. (a)	4,051		8,953
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Bluebird Bio, Inc. (a)	5,159		$ 212,706
Calithera Biosciences, Inc.	2,500		26,675
Cancer Genetics, Inc. (a)	1,461		8,196
Cara Therapeutics, Inc.	3,021		27,914
CASI Pharmaceuticals, Inc. (a)	899		1,492
Catalyst Pharmaceutical Partners, Inc. (a)(c)	19,359		51,301
Celator Pharmaceuticals, Inc. (a)	2,950		5,015
Celgene Corp. (a)(c)	136,837		15,556,999
Celladon Corp. (a)	3,838		47,131
Celldex Therapeutics, Inc. (a)(c)	15,231		308,885
Cellular Biomedicine Group, Inc. (a)(c)	1,458		23,036
Cellular Dynamics International, Inc. (a)(c)	2,617		17,272
Celsion Corp. (a)(c)	753		2,011
Cepheid, Inc. (a)(c)	12,254		674,950
Cerulean Pharma, Inc.	4,980		25,149
ChemoCentryx, Inc. (a)	8,257		38,065
Chimerix, Inc. (a)(c)	7,036		247,949
China Biologic Products, Inc. (a)	3,990		273,235
Cleveland Biolabs, Inc. (a)	3,204		1,121
Clovis Oncology, Inc. (a)(c)	6,175		293,807
Coherus BioSciences, Inc.	5,555		76,270
Conatus Pharmaceuticals, Inc. (a)(c)	2,232		18,994
Concert Pharmaceuticals, Inc.	3,033		38,216
Coronado Biosciences, Inc. (a)	3,308		7,708
CTI BioPharma Corp. (a)(c)	27,126		59,406
Cubist Pharmaceuticals, Inc. (a)(c)	12,734		965,365
Cubist Pharmaceuticals, Inc. rights (a)	5,544		0
Curis, Inc. (a)	9,586		14,187
Cyclacel Pharmaceuticals, Inc. (a)(c)	5,706		16,890
Cytokinetics, Inc. (a)(c)	6,072		28,356
Cytori Therapeutics, Inc. (a)(c)	7,415		3,188
CytRx Corp. (a)(c)	8,245		20,695
Dicerna Pharmaceuticals, Inc.	2,677		31,642
Discovery Laboratories, Inc. (a)(c)	23,215		36,448
Dyax Corp. (a)	24,223		340,091
Dynavax Technologies Corp. (a)	6,201		92,147
Eagle Pharmaceuticals, Inc.	2,942		37,099
Eleven Biotherapeutics, Inc.	2,924		33,275
Enanta Pharmaceuticals, Inc. (a)(c)	2,882		135,281
Enzon Pharmaceuticals, Inc.	3,917		4,270
Enzymotec Ltd. (a)	2,963		24,267
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Epirus Biopharmaceuticals, Inc. (a)(c)	2,976		$ 15,118
Epizyme, Inc. (a)	6,496		148,499
Esperion Therapeutics, Inc. (a)(c)	3,539		111,939
Exact Sciences Corp. (a)(c)	14,673		364,184
Exelixis, Inc. (a)(c)	40,240		66,798
Fate Therapeutics, Inc. (a)	3,530		13,238
FibroGen, Inc.	8,825		199,886
Five Prime Therapeutics, Inc. (a)	4,874		100,209
Flexion Therapeutics, Inc.	3,357		57,573
Forward Pharma A/S sponsored ADR	2,119		42,253
Foundation Medicine, Inc. (a)(c)	4,860		114,793
Galectin Therapeutics, Inc. (a)(c)	2,387		9,476
Galena Biopharma, Inc. (a)(c)	15,864		28,238
Galmed Pharmaceuticals Ltd. (a)(c)	2,224		13,122
Genocea Biosciences, Inc. (c)	2,352		21,333
Genomic Health, Inc. (a)(c)	6,147		204,449
GenVec, Inc. (a)	764		1,711
Geron Corp. (a)(c)	29,701		109,300
Gilead Sciences, Inc. (a)	258,655		25,948,270
GlycoMimetics, Inc.	2,640		25,555
Grifols SA ADR	14,895		554,690
GTx, Inc. (a)	5,496		3,517
Halozyme Therapeutics, Inc. (a)(c)	24,079		211,414
Harvard Apparatus (a)	528		1,785
Heron Therapeutics, Inc. (a)(c)	4,946		38,134
Hyperion Therapeutics, Inc. (a)	3,733		76,489
Idera Pharmaceuticals, Inc. (a)(c)	11,591		36,048
Ignyta, Inc. (a)	3,795		25,844
Immune Design Corp. (a)(c)	2,718		86,460
ImmunoGen, Inc. (a)(c)	14,951		153,846
Immunomedics, Inc. (a)(c)	22,337		92,252
Incyte Corp. (a)(c)	28,925		2,185,284
Infinity Pharmaceuticals, Inc. (a)	8,364		125,544
Inovio Pharmaceuticals, Inc. (a)(c)	9,329		90,305
Insmed, Inc. (a)	7,917		111,709
Insys Therapeutics, Inc. (a)	5,568		215,649
Intercept Pharmaceuticals, Inc. (a)(c)	3,697		531,370
Ironwood Pharmaceuticals, Inc. Class A (a)(c)	19,648		271,928
Isis Pharmaceuticals, Inc. (a)(c)	20,393		1,056,153
KaloBios Pharmaceuticals, Inc. (a)(c)	4,721		8,498
Kamada (a)	5,285		16,859
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Karyopharm Therapeutics, Inc. (c)	5,759		$ 241,187
Keryx Biopharmaceuticals, Inc. (a)(c)	15,145		240,806
Kindred Biosciences, Inc. (c)	3,012		28,975
Kite Pharma, Inc. (c)	6,569		275,767
KYTHERA Biopharmaceuticals, Inc. (a)(c)	4,003		153,115
La Jolla Pharmaceutical Co. (a)	2,277		25,343
Lexicon Pharmaceuticals, Inc. (a)(c)	82,734		84,389
Ligand Pharmaceuticals, Inc.:
Class B (a)(c)	3,689		198,653
General CVR (a)	1,518		80
Glucagon CVR (a)	1,518		197
MRK CVR rights (a)	1,639		0
rights (a)	1,518		11
TR Beta CVR (a)	1,518		17
Loxo Oncology, Inc. (c)	3,295		33,939
Macrogenics, Inc. (a)(c)	4,760		134,518
MannKind Corp. (a)(c)	68,704		422,530
Medivation, Inc. (a)(c)	13,212		1,531,139
MEI Pharma, Inc. (a)(c)	3,244		20,729
Merrimack Pharmaceuticals, Inc. (a)(c)	16,976		155,500
MiMedx Group, Inc. (a)(c)	18,076		199,921
Minerva Neurosciences, Inc. (c)	3,949		18,402
Mirati Therapeutics, Inc. (a)(c)	2,464		36,516
Momenta Pharmaceuticals, Inc. (a)	8,267		96,972
Myriad Genetics, Inc. (a)(c)	12,529		420,097
Nanosphere, Inc. (a)	6,121		2,325
Neurocrine Biosciences, Inc. (a)(c)	13,202		263,116
NewLink Genetics Corp. (a)(c)	5,207		203,385
Northwest Biotherapeutics, Inc. (a)(c)	9,624		51,585
Novavax, Inc. (a)(c)	42,859		228,867
NPS Pharmaceuticals, Inc. (a)	18,601		617,181
Nymox Pharmaceutical Corp. (a)(c)	5,184		2,852
Ohr Pharmaceutical, Inc. (a)(c)	3,461		26,304
OncoGenex Pharmaceuticals, Inc. (a)	1,302		2,747
Oncolytics Biotech, Inc. (a)	8,292		5,729
OncoMed Pharmaceuticals, Inc. (a)(c)	5,834		128,523
Onconova Therapeutics, Inc. (a)(c)	2,820		13,395
Oncothyreon, Inc. (a)	15,192		26,586
Ophthotech Corp. (a)	5,911		255,060
Orexigen Therapeutics, Inc. (a)(c)	19,112		110,658
Osiris Therapeutics, Inc. (a)(c)	5,432		71,431
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Otonomy, Inc.	4,308		$ 103,435
OvaScience, Inc. (a)(c)	4,791		121,021
OXiGENE, Inc. (a)(c)	4,000		7,440
Paratek Pharmaceuticals, Inc. (a)	2,630		48,076
PDL BioPharma, Inc. (c)	28,270		233,510
Peregrine Pharmaceuticals, Inc. (a)(c)	27,016		39,984
Pharmacyclics, Inc. (a)(c)	12,945		1,804,404
Pluristem Therapeutics, Inc. (a)(c)	16,421		41,709
Portola Pharmaceuticals, Inc. (a)(c)	7,887		221,782
Prana Biotechnology Ltd. ADR (a)(c)	3,293		5,302
Progenics Pharmaceuticals, Inc. (a)(c)	10,094		70,254
ProQR Therapeutics BV (a)(c)	4,298		65,201
Prosensa Holding BV (a)(c)	7,237		143,075
Prothena Corp. PLC (a)	4,386		106,317
PTC Therapeutics, Inc. (a)	5,517		246,886
QLT, Inc. (a)	7,881		31,288
Radius Health, Inc. (a)(c)	6,054		149,534
Raptor Pharmaceutical Corp. (a)(c)	9,806		94,334
Receptos, Inc. (a)(c)	4,711		637,398
Regado Biosciences, Inc. (a)(c)	5,425		4,484
Regeneron Pharmaceuticals, Inc. (a)(c)	16,966		7,059,722
Regulus Therapeutics, Inc. (a)(c)	8,700		163,038
Repligen Corp. (a)(c)	5,475		125,213
Retrophin, Inc. (a)	6,379		64,428
Rigel Pharmaceuticals, Inc. (a)	11,796		25,243
Sage Therapeutics, Inc. (a)(c)	4,316		170,655
Sangamo Biosciences, Inc. (a)(c)	10,935		132,095
Sarepta Therapeutics, Inc. (a)(c)	6,814		115,429
Seattle Genetics, Inc. (a)(c)	21,734		791,987
Sinovac Biotech Ltd. (a)(c)	12,914		64,312
Sorrento Therapeutics, Inc. (a)	3,832		14,753
Spectrum Pharmaceuticals, Inc. (a)(c)	15,608		112,534
StemCells, Inc. (a)(c)	15,802		18,014
Stemline Therapeutics, Inc. (a)(c)	2,720		40,474
Sunesis Pharmaceuticals, Inc. (a)(c)	8,850		20,709
Synageva BioPharma Corp. (a)(c)	5,809		471,691
Synergy Pharmaceuticals, Inc. (a)(c)	17,111		50,991
Synta Pharmaceuticals Corp. (a)(c)	15,354		48,672
T2 Biosystems, Inc. (c)	3,238		58,025
Targacept, Inc. (a)	7,926		19,260
Tekmira Pharmaceuticals Corp. (a)(c)	5,132		77,904
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Tenax Therapeutics, Inc. (a)	4,974		$ 18,553
TESARO, Inc. (a)(c)	6,721		231,942
TetraLogic Pharmaceuticals Corp.	3,288		15,914
TG Therapeutics, Inc. (a)	7,440		111,005
Threshold Pharmaceuticals, Inc. (a)	11,502		33,356
Tokai Pharmaceuticals, Inc. (c)	3,863		56,670
TONIX Pharmaceuticals Holding (a)	1,700		11,934
Transition Therapeutics, Inc. (a)	5,775		36,902
Trevena, Inc.	6,835		35,679
Trovagene, Inc. (a)	2,998		13,761
Ultragenyx Pharmaceutical, Inc. (c)	5,504		239,919
uniQure B.V.	2,995		45,075
United Therapeutics Corp. (a)	8,030		1,064,537
Vanda Pharmaceuticals, Inc. (a)	7,772		101,269
Verastem, Inc. (a)(c)	3,584		33,331
Versartis, Inc. (a)(c)	3,875		69,828
Vertex Pharmaceuticals, Inc. (a)(c)	40,819		4,811,744
Vical, Inc. (a)	13,452		14,663
Vitae Pharmaceuticals, Inc.	3,000		61,050
Vital Therapies, Inc.	3,412		70,663
Xencor, Inc.	4,946		55,445
XOMA Corp. (a)(c)	23,322		132,702
Zafgen, Inc. (c)	3,547		83,745
ZIOPHARM Oncology, Inc. (a)(c)	21,465		90,368
			130,334,537
Health Care Equipment & Supplies - 1.4%
Abaxis, Inc.	3,614		207,444
Abiomed, Inc. (a)(c)	6,534		232,088
Accuray, Inc. (a)(c)	16,865		116,200
Align Technology, Inc. (a)	14,114		803,087
Alliqua, Inc. (a)	2,954		14,475
Alphatec Holdings, Inc. (a)	18,402		23,555
Analogic Corp.	2,034		148,157
Angiodynamics, Inc. (a)(c)	5,632		98,560
Anika Therapeutics, Inc. (a)(c)	2,241		91,634
Antares Pharma, Inc. (a)(c)	20,019		46,044
Atossa Genetics, Inc. (a)(c)	4,348		3,913
Atricure, Inc. (a)	4,262		79,827
Atrion Corp.	379		123,179
AxoGen, Inc. (a)	2,273		6,410
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
BioLase Technology, Inc. (c)	7,732		$ 19,871
Cardica, Inc. (a)	26,919		16,219
Cardiovascular Systems, Inc. (a)	4,922		150,909
Cerus Corp. (a)(c)	15,975		72,367
Cesca Therapeutics, Inc. (a)	1,101		1,189
CONMED Corp.	5,036		213,677
Cutera, Inc. (a)	4,323		43,835
Cyberonics, Inc. (a)	5,320		283,290
Cynosure, Inc. Class A (a)	3,729		102,809
Dehaier Medical Systems Ltd. (a)(c)	837		3,306
Delcath Systems, Inc. (a)	357		443
DENTSPLY International, Inc. (c)	23,743		1,305,390
Derma Sciences, Inc. (a)(c)	4,390		36,042
DexCom, Inc. (a)(c)	12,676		652,307
Digirad Corp.	2,688		9,919
EDAP TMS SA sponsored ADR (a)(c)	1,813		4,659
Endologix, Inc. (a)(c)	10,844		139,129
EnteroMedics, Inc. (a)(c)	11,433		15,892
Exactech, Inc. (a)	3,264		72,396
Fonar Corp. (a)	906		10,736
Genmark Diagnostics, Inc. (a)	9,393		106,704
Hansen Medical, Inc. (a)(c)	27,427		22,926
HeartWare International, Inc. (a)(c)	2,737		201,252
Hologic, Inc. (a)(c)	48,105		1,289,214
ICU Medical, Inc. (a)	2,577		215,669
IDEXX Laboratories, Inc. (a)(c)	8,571		1,280,079
Imris, Inc. (a)	7,102		1,776
Inogen, Inc.	3,218		78,165
Insulet Corp. (a)(c)	9,490		442,139
Integra LifeSciences Holdings Corp. (a)(c)	5,569		274,218
Intuitive Surgical, Inc. (a)	6,146		3,182,214
Iridex Corp. (a)	1,193		10,081
K2M Group Holdings, Inc. (c)	6,525		123,388
Ldr Holding Corp. (a)(c)	4,807		156,852
LeMaitre Vascular, Inc.	3,902		28,875
Lombard Medical, Inc. (a)	1,819		13,643
Lumenis Ltd. Class B	5,920		60,088
Masimo Corp. (a)	9,916		260,295
Mazor Robotics Ltd. sponsored ADR (a)	1,310		14,017
MELA Sciences, Inc. (a)(c)	309		497
Meridian Bioscience, Inc.	7,253		119,312
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Merit Medical Systems, Inc. (a)	7,015		$ 103,822
Natus Medical, Inc. (a)	5,959		203,977
Neogen Corp. (a)(c)	6,300		279,153
Neovasc, Inc. (a)	8,265		52,257
Novadaq Technologies, Inc. (a)	9,893		141,965
NuVasive, Inc. (a)	8,113		356,404
NxStage Medical, Inc. (a)(c)	10,311		178,174
Ocular Therapeutix, Inc.	3,698		62,570
OraSure Technologies, Inc. (a)	11,280		101,633
Orthofix International NV (a)	3,302		92,192
Oxford Immunotec Global PLC (a)(c)	3,787		49,534
PhotoMedex, Inc. (a)(c)	1,894		3,258
Quidel Corp. (a)	6,278		174,905
Quotient Ltd. (a)	1,779		21,312
ReWalk Robotics Ltd. (a)(c)	2,042		53,868
Rockwell Medical Technologies, Inc. (a)(c)	6,085		54,461
Roka Bioscience, Inc. (a)(c)	2,827		11,195
RTI Biologics, Inc. (a)	9,915		48,584
Second Sight Medical Products, Inc.	6,000		91,920
Sirona Dental Systems, Inc. (a)	9,867		852,410
Span-America Medical System, Inc.	503		9,653
Staar Surgical Co. (a)(c)	8,758		80,661
Stereotaxis, Inc. (a)	2,480		3,943
Sunshine Heart, Inc. (a)(c)	2,294		10,438
SurModics, Inc. (a)	3,649		76,665
Synergetics U.S.A., Inc. (a)	7,788		27,102
Syneron Medical Ltd. (a)	8,751		89,960
Tandem Diabetes Care, Inc. (c)	4,950		69,944
TearLab Corp. (a)(c)	4,425		12,324
The Spectranetics Corp. (a)(c)	7,082		232,502
Thoratec Corp. (a)	9,572		298,551
Tornier NV (a)	7,904		210,958
Trinity Biotech PLC sponsored ADR	5,035		86,401
TriVascular Technologies, Inc. (c)	3,334		44,909
Unilife Corp. (a)(c)	16,805		52,600
Uroplasty, Inc. (a)	2,392		5,693
Utah Medical Products, Inc.	748		43,436
Vascular Solutions, Inc. (a)	2,532		65,123
Veracyte, Inc. (a)(c)	3,107		20,258
Vision Sciences, Inc. (a)	2,813		2,954
Volcano Corp. (a)	8,756		96,841
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Wright Medical Group, Inc. (a)(c)	9,867		$ 289,004
Zeltiq Aesthetics, Inc. (a)(c)	6,647		181,928
			17,975,804
Health Care Providers & Services - 1.6%
Acadia Healthcare Co., Inc. (a)(c)	10,245		635,292
Addus HomeCare Corp. (a)	2,506		57,838
Air Methods Corp. (a)(c)	7,008		311,015
Alliance Healthcare Services, Inc. (a)	1,731		38,982
Almost Family, Inc. (a)	1,288		35,562
Amedisys, Inc. (a)	6,301		160,171
AmSurg Corp. (a)(c)	8,048		415,035
Bio-Reference Laboratories, Inc. (a)	4,602		130,237
BioScrip, Inc. (a)(c)	10,985		71,183
BioTelemetry, Inc. (a)	3,253		32,107
Catamaran Corp. (a)(c)	35,612		1,815,324
Corvel Corp. (a)	3,377		117,047
Cross Country Healthcare, Inc. (a)	4,259		45,444
Express Scripts Holding Co. (a)	127,044		10,563,709
Gentiva Health Services, Inc. (a)	6,352		123,292
HealthEquity, Inc. (a)(c)	9,730		241,596
Healthways, Inc. (a)(c)	6,081		94,742
Henry Schein, Inc. (a)(c)	14,476		1,986,107
iKang Healthcare Group, Inc. sponsored ADR	2,177		41,080
IPC The Hospitalist Co., Inc. (a)	2,879		126,906
LHC Group, Inc. (a)	3,163		74,362
LifePoint Hospitals, Inc. (a)	7,628		527,781
Magellan Health Services, Inc. (a)	5,136		314,272
MWI Veterinary Supply, Inc. (a)(c)	2,199		359,361
National Research Corp.:
Class A (a)	4,624		65,476
Class B (a)(c)	369		12,232
NeoStem, Inc. (a)(c)	4,836		19,054
Patterson Companies, Inc. (c)	17,649		850,329
PDI, Inc. (a)	1,717		3,297
Premier, Inc. (a)	6,171		209,937
Providence Service Corp. (a)	2,390		93,521
Psychemedics Corp.	716		10,797
RadNet, Inc. (a)	6,190		52,120
Sharps Compliance Corp. (a)	2,640		11,510
Surgical Care Affiliates, Inc. (a)	6,441		204,824
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
The Ensign Group, Inc.	3,697		$ 145,736
USMD Holdings, Inc. (a)	1,157		9,603
VCA, Inc. (a)(c)	14,620		691,965
			20,698,846
Health Care Technology - 0.5%
Allscripts Healthcare Solutions, Inc. (a)	30,038		361,057
athenahealth, Inc. (a)(c)	6,387		749,195
Authentidate Holding Corp. (a)	1,782		1,907
Cerner Corp. (a)	58,063		3,739,257
Computer Programs & Systems, Inc.	1,779		104,498
HealthStream, Inc. (a)(c)	4,961		142,133
HMS Holdings Corp. (a)(c)	15,376		320,743
iCAD, Inc. (a)	2,034		20,401
MedAssets, Inc. (a)	10,564		204,308
Medidata Solutions, Inc. (a)(c)	9,106		388,917
Merge Healthcare, Inc. (a)	13,065		41,024
Omnicell, Inc. (a)	6,019		193,812
Quality Systems, Inc.	9,703		142,925
Simulations Plus, Inc.	3,656		23,252
Streamline Health Solutions, Inc. (a)	5,177		21,122
			6,454,551
Life Sciences Tools & Services - 0.8%
Accelerate Diagnostics, Inc. (a)	7,288		147,363
Affymetrix, Inc. (a)(c)	12,343		112,692
Albany Molecular Research, Inc. (a)(c)	5,013		81,562
Apricus Biosciences, Inc. (a)(c)	2,588		3,054
BG Medicine, Inc. (a)	1,419		664
Bio-Techne Corp.	6,534		598,580
Bruker BioSciences Corp. (a)	29,541		566,596
Compugen Ltd. (a)(c)	6,088		42,433
Fluidigm Corp. (a)(c)	5,146		158,651
Furiex Pharmaceuticals, Inc. rights (a)	1,322		12,916
Harvard Bioscience, Inc. (a)	4,275		21,033
ICON PLC (a)	10,303		572,229
Illumina, Inc. (a)	23,873		4,557,117
INC Research Holdings, Inc. Class A	9,262		225,900
Luminex Corp. (a)	7,155		132,368
Nanostring Technologies, Inc. (a)(c)	4,162		62,055
NeoGenomics, Inc. (a)	9,462		40,119
Pacific Biosciences of California, Inc. (a)	13,934		94,194
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Life Sciences Tools & Services - continued
PAREXEL International Corp. (a)	9,574		$ 560,175
PRA Health Sciences, Inc.	10,000		218,400
pSivida Corp. (a)	3,298		14,214
QIAGEN NV (a)(c)	40,535		970,003
Response Genetics, Inc. (a)	6,802		3,605
Sequenom, Inc. (a)(c)	18,962		56,886
VWR Corp. (c)	22,723		609,204
			9,862,013
Pharmaceuticals - 1.4%
Acasti Pharma, Inc. (a)	18,131		7,524
AcelRx Pharmaceuticals, Inc. (a)(c)	6,090		40,559
Achaogen, Inc. (a)	2,564		23,640
Acura Pharmaceuticals, Inc. (a)(c)	4,909		2,553
Aerie Pharmaceuticals, Inc. (a)(c)	3,691		97,332
Agile Therapeutics, Inc. (a)(c)	3,497		20,947
Akorn, Inc. (a)(c)	17,775		712,244
Alcobra Pharma Ltd. (a)(c)	1,817		6,632
Alexza Pharmaceuticals, Inc. (a)(c)	2,516		3,573
Alimera Sciences, Inc. (a)(c)	6,301		36,987
Amphastar Pharmaceuticals, Inc. (a)	6,643		69,286
ANI Pharmaceuticals, Inc. (a)	1,776		96,099
Aratana Therapeutics, Inc. (a)	7,033		93,187
Assembly Biosciences, Inc. (a)	1,510		12,533
AstraZeneca PLC rights (a)	3,011		0
Auxilium Pharmaceuticals, Inc. (a)(c)	8,829		305,130
Avanir Pharmaceuticals, Inc. Class A (a)	32,997		492,315
Bio Path Holdings, Inc. (a)(c)	13,685		33,665
Biodelivery Sciences International, Inc. (a)	7,622		116,998
Cardiome Pharma Corp. (a)	2,219		18,440
Cempra, Inc. (a)(c)	5,300		76,267
Columbia Laboratories, Inc. (a)	2,768		16,442
Corcept Therapeutics, Inc. (a)(c)	14,622		44,305
Cumberland Pharmaceuticals, Inc. (a)	4,718		24,392
CymaBay Therapeutics, Inc.	3,086		22,096
DepoMed, Inc. (a)	10,971		169,941
Dermira, Inc.	4,085		70,466
Dipexium Pharmaceuticals, Inc.	1,054		11,004
Durect Corp. (a)	26,846		25,504
Egalet Corp. (c)	2,833		17,055
Endo Health Solutions, Inc. (a)(c)	26,003		1,902,640
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Endocyte, Inc. (a)	7,252		$ 47,065
Flamel Technologies SA sponsored ADR (a)(c)	3,374		48,214
Foamix Pharmaceuticals Ltd. (a)	5,735		30,510
GW Pharmaceuticals PLC ADR (a)(c)	2,188		169,417
Heska Corp. (a)	893		13,922
Horizon Pharma PLC (a)(c)	21,194		270,859
Impax Laboratories, Inc. (a)(c)	12,422		396,883
Imprimis Pharmaceuticals, Inc. (a)(c)	2,451		20,147
IntelliPharmaCeutics International Corp. (a)	4,988		14,465
Intersect ENT, Inc.	3,735		64,616
Intra-Cellular Therapies, Inc. (a)(c)	6,163		88,562
Jazz Pharmaceuticals PLC (a)(c)	10,406		1,842,799
Lipocine, Inc. (a)	1,538		7,721
MediWound Ltd. (a)	3,114		18,404
Mylan, Inc. (a)(c)	64,111		3,757,546
Nektar Therapeutics (a)(c)	22,148		369,207
NeuroBioPharm, Inc.:
Class A (a)(c)	213		19
warrants (a)(c)	427		0
Ocera Therapeutics, Inc. (a)	2,372		18,834
Omeros Corp. (a)(c)	5,397		120,515
Oramed Pharmaceuticals, Inc. (a)	1,051		6,274
Pacira Pharmaceuticals, Inc. (a)(c)	6,254		587,438
Pain Therapeutics, Inc. (a)	8,191		14,826
Parnell Pharmaceuticals Holdings Ltd.	1,667		7,168
Pernix Therapeutics Holdings, Inc. (a)(c)	6,405		66,420
Phibro Animal Health Corp. Class A	2,929		89,510
Pozen, Inc.	4,577		40,690
ProPhase Labs, Inc. (a)	1,566		2,239
Relypsa, Inc. (c)	6,444		160,391
Repros Therapeutics, Inc. (a)(c)	3,312		28,351
Revance Therapeutics, Inc. (c)	3,335		54,827
Sagent Pharmaceuticals, Inc. (a)(c)	5,234		150,896
Salix Pharmaceuticals Ltd. (a)(c)	10,729		1,101,761
SciClone Pharmaceuticals, Inc. (a)(c)	8,681		73,702
Shire PLC sponsored ADR	8,857		1,891,855
Skystar Bio-Pharmaceutical Co. Ltd. (a)	1,359		5,857
Sucampo Pharmaceuticals, Inc. Class A (a)(c)	6,917		81,067
Supernus Pharmaceuticals, Inc. (a)(c)	6,812		60,354
Tetraphase Pharmaceuticals, Inc. (a)	5,507		145,385
The Medicines Company (a)	11,645		312,202
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Theravance Biopharma, Inc. (a)(c)	5,048		$ 79,859
Theravance, Inc. (c)	24,943		377,388
VIVUS, Inc. (a)(c)	15,549		52,089
XenoPort, Inc. (a)	9,481		84,381
Zogenix, Inc. (a)(c)	17,047		19,434
ZS Pharma, Inc. (c)	3,881		166,728
			17,530,553
TOTAL HEALTH CARE			202,856,304
INDUSTRIALS - 4.5%
Aerospace & Defense - 0.2%
AeroVironment, Inc. (a)(c)	3,853		106,767
American Science & Engineering, Inc.	1,272		62,175
API Technologies Corp. (a)	14,000		29,470
Arotech Corp. (a)	3,058		6,911
Astronics Corp. (a)(c)	3,753		183,972
Astrotech Corp. (a)(c)	3,584		9,928
BE Aerospace, Inc. (a)	17,817		1,387,410
Elbit Systems Ltd. (c)	7,320		424,487
Erickson Air-Crane, Inc. (a)(c)	2,141		22,609
Innovative Solutions & Support, Inc. (a)	1,668		4,904
KEYW Holding Corp. (a)(c)	5,202		56,234
Kratos Defense & Security Solutions, Inc. (a)(c)	11,511		59,167
LMI Aerospace, Inc. (a)(c)	2,161		30,340
Taser International, Inc. (a)(c)	8,295		178,177
TAT Technologies Ltd.	863		5,868
			2,568,419
Air Freight & Logistics - 0.4%
Air Transport Services Group, Inc. (a)	10,286		81,774
Atlas Air Worldwide Holdings, Inc. (a)(c)	4,358		198,943
C.H. Robinson Worldwide, Inc. (c)	24,914		1,837,158
Echo Global Logistics, Inc. (a)(c)	4,103		115,089
Expeditors International of Washington, Inc.	33,459		1,566,550
Forward Air Corp. (c)	6,162		301,692
Hub Group, Inc. Class A (a)	6,347		238,774
Park-Ohio Holdings Corp.	2,393		134,415
UTi Worldwide, Inc. (a)(c)	18,713		220,813
			4,695,208
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Airlines - 0.8%
Allegiant Travel Co. (c)	3,038		$ 426,110
American Airlines Group, Inc.	123,082		5,973,169
Hawaiian Holdings, Inc. (a)(c)	9,370		190,117
JetBlue Airways Corp. (a)(c)	48,846		714,617
Republic Airways Holdings, Inc. (a)	7,734		102,708
Ryanair Holdings PLC sponsored ADR (a)(c)	19,487		1,225,537
SkyWest, Inc.	9,819		122,738
Spirit Airlines, Inc. (a)	12,537		1,036,685
Virgin America, Inc.	7,667		288,893
			10,080,574
Building Products - 0.1%
AAON, Inc.	8,586		177,902
American Woodmark Corp. (a)	2,603		103,677
Apogee Enterprises, Inc.	4,912		222,170
Builders FirstSource, Inc. (a)(c)	17,858		110,005
China Ceramics Co. Ltd.	1,500		1,200
Gibraltar Industries, Inc. (a)	5,515		79,140
Insteel Industries, Inc.	2,765		60,360
Nortek, Inc. (a)	2,770		220,852
Patrick Industries, Inc. (a)	1,602		71,433
PGT, Inc. (a)	9,909		93,244
Tecogen, Inc. New (a)(c)	3,759		21,426
Universal Forest Products, Inc.	3,549		169,429
			1,330,838
Commercial Services & Supplies - 0.7%
Blue Earth, Inc. (a)(c)	10,000		11,000
Casella Waste Systems, Inc. Class A (a)	4,143		16,323
CECO Environmental Corp. (c)	5,819		82,397
China Recycling Energy Corp. (a)(c)	8,068		9,359
Cintas Corp. (c)	19,883		1,454,441
Copart, Inc. (a)	21,669		787,451
Courier Corp.	2,416		33,317
Fuel Tech, Inc. (a)	2,055		8,672
G&K Services, Inc. Class A	3,065		199,532
Healthcare Services Group, Inc.	12,849		387,526
Heritage-Crystal Clean, Inc. (a)	3,299		54,434
Herman Miller, Inc.	9,869		299,919
Hudson Technologies, Inc. (a)	2,825		9,549
Industrial Services of America, Inc. (a)	694		3,394
InnerWorkings, Inc. (a)	7,905		59,129
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Interface, Inc.	11,039		$ 166,910
Intersections, Inc. (c)	1,282		5,154
Kimball International, Inc. Class B	4,484		42,105
MagneGas Corp. (a)(c)	7,634		6,107
Matthews International Corp. Class A	5,914		272,458
McGrath RentCorp.	4,256		150,067
Mobile Mini, Inc.	7,729		320,676
Multi-Color Corp.	2,812		154,210
Performant Financial Corp. (a)	7,862		53,462
Perma-Fix Environmental Services, Inc. (a)	973		4,281
Pointer Telocation Ltd. (a)	1,202		10,085
Quest Resource Holding Corp. (a)(c)	13,559		18,711
R.R. Donnelley & Sons Co. (c)	35,252		593,644
SP Plus Corp. (a)(c)	4,508		93,676
Stericycle, Inc. (a)	14,443		1,861,992
Swisher Hygiene, Inc. (a)	1,825		4,033
Tetra Tech, Inc.	10,920		296,806
U.S. Ecology, Inc. (c)	4,225		168,240
United Stationers, Inc.	7,240		297,274
Virco Manufacturing Co. (a)	1,086		2,889
West Corp. (c)	14,876		464,726
			8,403,949
Construction & Engineering - 0.1%
Abengoa SA sponsored ADR Class B	2,488		31,598
Aegion Corp. (a)(c)	6,266		119,367
Foster Wheeler AG	791		22,544
Great Lakes Dredge & Dock Corp. (a)(c)	11,521		87,329
Integrated Electrical Services, Inc. (a)	2,420		18,537
Layne Christensen Co. (a)(c)	2,286		16,231
MYR Group, Inc. (a)	3,835		99,518
Northwest Pipe Co. (a)	2,404		79,428
Primoris Services Corp.	8,939		233,755
Sterling Construction Co., Inc. (a)	3,450		23,081
			731,388
Electrical Equipment - 0.2%
Active Power, Inc. (a)	1,672		3,143
Allied Motion Technologies, Inc.	1,647		35,872
American Superconductor Corp. (a)(c)	14,941		14,717
Ballard Power Systems, Inc. (a)(c)	20,720		47,293
Broadwind Energy, Inc. (a)	1,948		13,558
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
Capstone Turbine Corp. (a)(c)	68,135		$ 57,233
Encore Wire Corp.	3,677		134,836
Enphase Energy, Inc. (a)(c)	7,294		76,660
Franklin Electric Co., Inc. (c)	8,007		300,743
FuelCell Energy, Inc. (a)(c)	52,574		87,799
Highpower International, Inc. (a)	2,296		12,628
Hydrogenics Corp. (a)(c)	1,558		21,905
Ideal Power, Inc. (a)	1,350		10,044
Jinpan International Ltd.	1,698		12,616
LSI Industries, Inc.	2,044		13,777
MagneTek, Inc. (a)	403		16,841
Ocean Power Technologies, Inc. (a)	1,435		1,492
Pioneer Power Solutions, Inc. (a)	1,000		9,190
Plug Power, Inc. (a)(c)	28,685		109,577
Powell Industries, Inc.	1,908		81,185
Power Solutions International, Inc. (a)(c)	1,790		117,514
Preformed Line Products Co.	1,548		73,035
Real Goods Solar, Inc. Class A (a)(c)	5,918		4,675
Revolution Lighting Technologies, Inc. (a)(c)	12,720		15,518
SolarCity Corp. (a)(c)	16,096		885,280
Ultralife Corp. (a)	1,473		4,257
Vicor Corp. (a)	4,263		52,009
			2,213,397
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	6,157		138,533
Machinery - 0.8%
Adept Technology, Inc. (a)(c)	1,739		14,990
Altra Industrial Motion Corp. (c)	4,627		141,725
American Railcar Industries, Inc.	3,514		207,256
ARC Group Worldwide, Inc. (a)(c)	2,040		24,378
Astec Industries, Inc.	3,907		153,428
Chart Industries, Inc. (a)(c)	5,147		204,387
Cleantech Solutions International, Inc. (a)(c)	197		823
Columbus McKinnon Corp. (NY Shares)	3,909		104,409
Commercial Vehicle Group, Inc. (a)	7,129		46,695
Dynamic Materials Corp.	2,673		42,875
Eastern Co.	2,159		36,314
Energy Recovery, Inc. (a)(c)	12,403		58,914
ExOne Co. (a)(c)	2,112		49,294
FreightCar America, Inc.	1,844		53,347
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Gencor Industries, Inc. (a)	519		$ 5,180
Hardinge, Inc.	2,221		27,207
Hurco Companies, Inc.	1,444		50,136
Key Technology, Inc. (a)	313		3,834
L.B. Foster Co. Class A	2,166		100,394
Lincoln Electric Holdings, Inc.	13,390		964,616
Manitex International, Inc. (a)(c)	2,422		26,666
MFRI, Inc. (a)	997		8,395
Middleby Corp. (a)	9,944		951,044
NN, Inc.	2,753		58,281
Nordson Corp. (c)	10,559		825,186
Omega Flex, Inc.	1,368		40,890
PACCAR, Inc. (c)	60,202		4,034,738
PMFG, Inc. (a)	2,024		13,196
RBC Bearings, Inc. (c)	3,889		247,263
Sun Hydraulics Corp.	4,337		174,651
Tecumseh Products Co. (a)	1,527		4,886
TriMas Corp. (a)(c)	7,780		242,191
Twin Disc, Inc.	1,895		43,358
Westport Innovations, Inc. (a)(c)	9,232		43,575
Woodward, Inc. (c)	11,410		589,669
			9,594,191
Marine - 0.0%
Diana Containerships, Inc.	12,243		27,302
DryShips, Inc. (c)	122,082		159,927
Euroseas Ltd. (a)	2,727		2,536
Knightsbridge Shipping Ltd. (c)	3,986		22,760
Paragon Shipping, Inc. Class A (a)	5,459		17,687
Rand Logistics, Inc. (a)(c)	1,744		7,552
Seanergy Martime Holdings Corp. (a)	799		999
Star Bulk Carriers Corp. (a)(c)	20,152		167,463
Ultrapetrol (Bahamas) Ltd. (a)(c)	25,032		58,825
			465,051
Professional Services - 0.3%
51job, Inc. sponsored ADR (a)(c)	3,873		142,333
Acacia Research Corp. (c)	9,056		172,245
Advisory Board Co. (a)(c)	6,192		263,779
Barrett Business Services, Inc.	1,095		23,893
Corp. Resources Services, Inc. (a)(c)	25,367		30,440
CRA International, Inc. (a)	1,883		56,019
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Exponent, Inc.	3,243		$ 246,663
Heidrick & Struggles International, Inc.	3,452		69,109
Hudson Global, Inc. (a)	2,817		7,902
Huron Consulting Group, Inc. (a)	4,152		287,152
ICF International, Inc. (a)	3,858		149,613
Kelly Services, Inc. Class A (non-vtg.)	6,585		101,672
Kforce, Inc.	6,175		144,125
Lightbridge Corp. (a)	2,205		4,520
Odyssey Marine Exploration, Inc. (a)(c)	6,577		7,761
Paylocity Holding Corp. (a)(c)	8,499		247,236
Pendrell Corp. (a)	43,183		60,888
RCM Technologies, Inc. (a)	2,327		18,779
Resources Connection, Inc.	6,337		96,132
RPX Corp. (a)	8,499		111,507
Verisk Analytics, Inc. (a)	28,530		1,768,289
VSE Corp.	787		42,356
			4,052,413
Road & Rail - 0.6%
AMERCO	3,367		936,699
ArcBest Corp.	4,853		210,717
Avis Budget Group, Inc. (a)	18,223		1,096,113
Covenant Transport Group, Inc. Class A (a)	1,650		43,362
Heartland Express, Inc.	14,474		383,995
J.B. Hunt Transport Services, Inc. (c)	19,823		1,635,992
Landstar System, Inc. (c)	7,789		626,080
Marten Transport Ltd.	4,918		105,737
Old Dominion Freight Lines, Inc. (a)	14,864		1,204,579
P.A.M. Transportation Services, Inc. (a)	1,209		54,937
Patriot Transportation Holding, Inc. (a)	1,979		74,569
Providence & Worcester Railroad Co.	595		11,198
Quality Distribution, Inc. (a)	6,505		78,515
Saia, Inc. (a)(c)	4,286		237,744
Student Transportation, Inc.	13,725		87,379
U.S.A. Truck, Inc. (a)	1,701		34,003
Universal Truckload Services, Inc.	4,947		135,845
Werner Enterprises, Inc. (c)	11,822		366,718
YRC Worldwide, Inc. (a)(c)	5,925		142,259
			7,466,441
Trading Companies & Distributors - 0.3%
Aceto Corp.	4,463		93,723
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Beacon Roofing Supply, Inc. (a)(c)	8,994		$ 243,558
DXP Enterprises, Inc. (a)	2,685		157,771
Essex Rental Corp. (a)	2,219		2,796
Fastenal Co. (c)	50,669		2,290,239
General Finance Corp. (a)(c)	6,826		62,117
H&E Equipment Services, Inc.	5,796		202,860
HD Supply Holdings, Inc. (a)	32,815		954,260
Houston Wire & Cable Co.	3,327		42,652
Lawson Products, Inc. (a)	1,231		28,042
Rush Enterprises, Inc.:
Class A (a)(c)	6,253		219,355
Class B (a)	1,472		44,528
Stock Building Supply Holdings, Inc. (a)	4,713		75,455
Titan Machinery, Inc. (a)(c)	3,266		41,903
Willis Lease Finance Corp. (a)	1,056		23,010
			4,482,269
Transportation Infrastructure - 0.0%
Grupo Aeroportuario Norte S.A.B. de CV ADR	1,313		48,016
TOTAL INDUSTRIALS			56,270,687
INFORMATION TECHNOLOGY - 47.9%
Communications Equipment - 4.5%
ADTRAN, Inc. (c)	8,441		176,332
Alliance Fiber Optic Products, Inc. (c)	2,981		37,799
Applied Optoelectronics, Inc. (a)(c)	2,449		26,572
Arris Group, Inc. (a)	25,338		754,312
Aruba Networks, Inc. (a)(c)	17,734		331,803
AudioCodes Ltd. (a)(c)	5,503		26,359
Aviat Networks, Inc. (a)	16,549		24,989
Bel Fuse, Inc.:
Class A	300		7,065
Class B (non-vtg.)	2,100		55,608
Black Box Corp.	2,605		60,384
Brocade Communications Systems, Inc.	73,940		836,261
CalAmp Corp. (a)(c)	5,975		111,673
Ceragon Networks Ltd. (a)(c)	5,140		5,551
Cisco Systems, Inc.	876,964		24,239,285
Clearfield, Inc. (a)(c)	1,913		25,060
ClearOne, Inc.	2,453		22,985
CommScope Holding Co., Inc. (a)	31,730		704,406
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Communications Systems, Inc.	2,071		$ 23,775
Comtech Telecommunications Corp.	2,432		96,526
Digi International, Inc. (a)	4,245		30,309
DragonWave, Inc. (a)(c)	15,246		15,999
EchoStar Holding Corp. Class A (a)	7,672		413,367
EMCORE Corp. (a)	3,920		20,384
Energous Corp. (c)	2,121		19,131
EXFO, Inc. (sub. vtg.) (a)	2,252		7,641
Extreme Networks, Inc. (a)	15,115		54,716
F5 Networks, Inc. (a)(c)	12,749		1,647,043
Finisar Corp. (a)(c)	17,418		296,977
Gilat Satellite Networks Ltd. (a)(c)	8,347		40,566
Harmonic, Inc. (a)(c)	20,278		141,946
Infinera Corp. (a)(c)	20,617		281,010
InterDigital, Inc. (c)	6,613		329,856
Ituran Location & Control Ltd. (c)	4,219		91,257
Ixia (a)	12,637		131,046
JDS Uniphase Corp. (a)(c)	39,442		526,156
KVH Industries, Inc. (a)	2,995		36,599
Meru Networks, Inc. (a)(c)	4,364		16,147
Mitel Networks Corp. (a)(c)	16,464		174,848
MRV Communications, Inc. (a)	1,761		16,835
NETGEAR, Inc. (a)(c)	7,418		257,553
Novatel Wireless, Inc. (a)	5,815		18,143
NumereX Corp. Class A (a)(c)	2,247		24,672
Oclaro, Inc. (a)(c)	14,231		25,616
Oplink Communications, Inc.	3,685		89,066
Parkervision, Inc. (a)(c)	10,867		11,193
PC-Tel, Inc.	2,538		20,888
Polycom, Inc. (a)	23,995		316,014
Procera Networks, Inc. (a)(c)	2,618		17,959
QUALCOMM, Inc.	286,700		20,900,430
Radware Ltd. (a)(c)	8,138		164,876
Riverbed Technology, Inc. (a)	27,337		565,192
ShoreTel, Inc. (a)	11,954		89,416
Sierra Wireless, Inc. (a)(c)	5,611		207,413
Silicom Ltd.	1,049		37,764
Sonus Networks, Inc. (a)	40,365		149,351
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR (c)	36,594		460,718
Tessco Technologies, Inc.	1,777		49,614
Ubiquiti Networks, Inc. (c)	15,146		437,719
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
UTStarcom Holdings Corp. (a)	4,655		$ 12,615
ViaSat, Inc. (a)(c)	7,886		522,842
Westell Technologies, Inc. Class A (a)	3,694		4,839
Wi-Lan, Inc.	18,442		58,382
xG Technology, Inc. (a)	4,785		6,412
Zhone Technologies, Inc. (a)(c)	5,132		11,136
			56,318,401
Electronic Equipment & Components - 1.0%
Acorn Energy, Inc. (a)	1,217		1,217
Agilysys, Inc. (a)	3,902		47,917
CDW Corp.	29,459		1,033,422
China BAK Battery, Inc. (a)	782		2,205
Chyronhego Corp. (a)	3,587		10,044
ClearSign Combustion Corp. (a)(c)	1,890		14,837
Cognex Corp. (a)(c)	15,271		621,682
Coherent, Inc. (a)	4,841		267,998
Control4 Corp. (a)	4,133		62,326
CUI Global, Inc. (a)	5,386		39,910
Daktronics, Inc.	7,649		91,253
Deswell Industries, Inc.	1,530		3,381
Digital Ally, Inc. (a)	179		2,391
DTS, Inc. (a)	2,719		87,688
Echelon Corp. (a)	3,399		6,152
Elecsys Corp. (a)	772		13,417
Electro Rent Corp.	3,871		54,000
Electro Scientific Industries, Inc.	4,034		28,924
FARO Technologies, Inc. (a)	2,683		147,377
FEI Co.	7,026		601,707
Flextronics International Ltd. (a)	101,120		1,121,421
FLIR Systems, Inc.	24,085		764,217
Frequency Electronics, Inc. (a)	801		8,531
GSI Group, Inc. (a)	6,612		83,840
Hollysys Automation Technologies Ltd. (a)(c)	10,860		277,039
I. D. Systems Inc. (a)	2,220		14,186
Identiv, Inc. (a)	1,086		12,543
II-VI, Inc. (a)	12,345		163,818
Insight Enterprises, Inc. (a)	6,691		156,770
IPG Photonics Corp. (a)(c)	8,838		637,131
Itron, Inc. (a)(c)	7,084		286,194
KEY Tronic Corp. (a)	2,433		19,999
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Kimball Electronics, Inc. (a)	6,375		$ 70,125
Littelfuse, Inc.	3,888		373,753
LoJack Corp. (a)	1,208		3,286
LRAD Corp. (a)	5,254		14,449
Magal Security Systems Ltd. (a)	1,252		6,736
Maxwell Technologies, Inc. (a)(c)	4,281		44,051
Mercury Systems, Inc. (a)	5,438		70,259
Mesa Laboratories, Inc.	474		34,939
MicroVision, Inc. (a)(c)	15,058		27,180
MOCON, Inc.	740		12,617
MTS Systems Corp.	2,961		196,403
Multi-Fineline Electronix, Inc. (a)	4,768		48,252
Napco Security Technolgies, Inc. (a)	2,823		12,873
National Instruments Corp.	22,514		724,726
Neonode, Inc. (a)(c)	3,560		8,722
NetList, Inc. (a)	1,689		1,351
Newport Corp. (a)	7,350		129,434
Orbotech Ltd. (a)	6,992		103,552
OSI Systems, Inc. (a)	3,200		225,824
PC Connection, Inc.	4,360		97,533
PC Mall, Inc. (a)	1,383		13,346
Perceptron, Inc.	784		7,879
Planar Systems, Inc. (a)	3,615		27,004
Plexus Corp. (a)	7,105		277,166
RadiSys Corp. (a)	1,899		4,558
Research Frontiers, Inc. (a)(c)	3,992		20,239
Richardson Electronics Ltd.	1,588		16,071
RMG Networks Holding Corp. (a)	2,029		2,739
Rofin-Sinar Technologies, Inc. (a)	5,148		138,584
Sanmina Corp. (a)	14,200		349,320
ScanSource, Inc. (a)	4,897		190,297
Speed Commerce, Inc. (a)(c)	10,191		30,267
Supercom Ltd. (a)	1,796		21,372
Tech Data Corp. (a)(c)	6,814		424,717
Trimble Navigation Ltd. (a)	43,928		1,235,475
TTM Technologies, Inc. (a)(c)	15,075		101,907
Uni-Pixel, Inc. (a)	1,194		7,558
Universal Display Corp. (a)(c)	8,124		225,360
Viasystems Group, Inc. (a)	3,914		61,176
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Wayside Technology Group, Inc.	667		$ 11,846
Zebra Technologies Corp. Class A (a)	8,773		641,745
			12,698,228
Internet Software & Services - 11.2%
21Vianet Group, Inc. ADR (a)	8,557		161,043
Actua Corp. (a)(c)	7,863		132,570
Akamai Technologies, Inc. (a)	30,661		1,981,007
Angie's List, Inc. (a)(c)	11,010		65,399
Autobytel, Inc. (a)	1,168		12,416
Baidu.com, Inc. sponsored ADR (a)	47,369		11,610,616
Bazaarvoice, Inc. (a)(c)	11,799		86,841
Benefitfocus, Inc. (a)(c)	4,201		113,805
Blucora, Inc. (a)(c)	7,345		104,372
Borderfree, Inc. (a)(c)	4,776		47,808
Brightcove, Inc. (a)	5,896		36,142
BroadVision, Inc. (a)	599		4,073
Carbonite, Inc. (a)	4,674		54,639
China Finance Online Co. Ltd. ADR (a)(c)	2,033		14,699
ChinaCache International Holdings Ltd. sponsored ADR (a)	2,073		21,020
Cimpress NV (a)(c)	5,586		374,765
comScore, Inc. (a)	5,535		243,374
Constant Contact, Inc. (a)(c)	5,188		169,544
Conversant, Inc. (a)(c)	10,852		380,037
Cornerstone OnDemand, Inc. (a)(c)	9,257		294,095
CoStar Group, Inc. (a)(c)	5,534		942,219
Criteo SA sponsored ADR (c)	7,360		297,197
Cyren Ltd. (a)(c)	3,908		6,018
DealerTrack Holdings, Inc. (a)(c)	8,965		422,789
Digital River, Inc. (a)	5,906		149,953
E2open, Inc. (a)(c)	4,553		30,642
EarthLink Holdings Corp.	16,402		72,005
eBay, Inc. (a)(c)	212,329		11,652,616
eGain Communications Corp. (a)(c)	3,510		18,041
Endurance International Group Holdings, Inc. (a)(c)	21,718		360,953
Equinix, Inc.	9,279		2,107,910
Facebook, Inc. Class A (a)	382,824		29,745,425
Five9, Inc. (c)	7,472		32,952
GigaMedia Ltd. (a)	5,039		5,089
Global Eagle Entertainment, Inc. (a)(c)	13,192		174,926
Gogo, Inc. (a)(c)	15,030		237,775
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Google, Inc.:
Class A (a)	49,455		$ 27,154,751
Class C (a)	56,854		30,805,203
HomeAway, Inc. (a)(c)	16,562		519,384
IAC/InterActiveCorp	13,089		854,450
Internap Network Services Corp. (a)	8,720		69,150
iPass, Inc. (a)	4,991		6,888
j2 Global, Inc. (c)	8,125		459,388
Jiayuan.com International Ltd. sponsored ADR	1,386		6,694
Ku6 Media Co. Ltd. sponsored ADR (a)(c)	2,051		2,318
Limelight Networks, Inc. (a)	18,128		49,489
Liquidity Services, Inc. (a)	4,312		45,319
LiveDeal, Inc. (a)	1,819		5,548
LivePerson, Inc. (a)	9,184		118,841
LogMeIn, Inc. (a)(c)	3,858		195,099
Marchex, Inc. Class B	4,496		16,320
Marketo, Inc. (a)(c)	7,273		232,445
MeetMe, Inc. (a)	4,787		8,305
MercadoLibre, Inc. (c)	7,576		1,067,761
Net Element International, Inc. (a)(c)	9,087		14,448
NetEase, Inc. sponsored ADR (c)	12,763		1,348,666
NIC, Inc.	10,920		196,778
Perficient, Inc. (a)	5,589		96,746
Perion Network Ltd. (a)(c)	10,749		55,895
Points International Ltd. (a)	3,204		42,549
QuinStreet, Inc. (a)	11,402		51,651
RealNetworks, Inc. (a)	10,744		75,315
Reis, Inc.	2,133		53,666
Remark Media, Inc. (a)	1,698		8,269
Rightside Group Ltd. (a)	4,742		38,458
Rocket Fuel, Inc. (a)(c)	5,511		90,105
SciQuest, Inc. (a)(c)	4,338		64,680
Selectica, Inc. (a)	245		1,360
Sify Technologies Ltd. sponsored ADR	1,965		3,124
SINA Corp. (a)	11,202		425,116
Sohu.com, Inc. (a)	6,619		334,988
SPS Commerce, Inc. (a)	2,584		150,596
Stamps.com, Inc. (a)	3,036		143,451
Support.com, Inc. (a)	10,212		21,037
Synacor, Inc. (a)(c)	2,654		4,326
TechTarget, Inc. (a)	6,480		65,578
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
TheStreet.com, Inc.	8,907		$ 19,774
Travelzoo, Inc. (a)	2,792		36,659
TrueCar, Inc. (c)	12,632		242,029
Tucows, Inc. (a)	1,777		31,524
United Online, Inc.	2,343		30,600
Unwired Planet, Inc. (a)	19,751		27,059
VeriSign, Inc. (a)(c)	21,598		1,298,040
Viggle, Inc. (a)(c)	2,471		8,599
Web.com Group, Inc. (a)(c)	9,147		155,225
WebMD Health Corp. (a)(c)	6,744		246,426
Weibo Corp. sponsored ADR (c)	2,816		50,547
Wix.com Ltd. (a)(c)	6,886		147,429
Xoom Corp. (a)(c)	6,300		88,263
Xunlei Ltd. sponsored ADR	788		6,832
Yahoo!, Inc. (a)	170,140		8,803,044
Yandex NV (a)	43,351		1,080,307
YY, Inc. ADR (a)(c)	5,495		420,093
Zillow, Inc. (a)(c)	5,904		698,797
Zix Corp. (a)	11,279		35,642
			140,495,819
IT Services - 2.1%
Acxiom Corp. (a)	13,473		256,391
Amdocs Ltd.	26,355		1,284,674
Automatic Data Processing, Inc.	81,842		7,008,949
Blackhawk Network Holdings, Inc. (a)	3,953		141,083
Blackhawk Network Holdings, Inc. (a)(c)	4,655		169,070
Cardtronics, Inc. (a)(c)	7,491		293,348
Cass Information Systems, Inc.	2,621		119,334
China Information Technology, Inc. (a)(c)	4,390		18,833
Cognizant Technology Solutions Corp. Class A (a)	103,815		5,604,972
Computer Task Group, Inc.	3,669		34,195
CSG Systems International, Inc.	5,739		144,164
Datalink Corp. (a)	3,140		38,371
Edgewater Technology, Inc. (a)	1,090		8,339
Euronet Worldwide, Inc. (a)	8,830		512,758
ExlService Holdings, Inc. (a)	5,228		146,541
Fiserv, Inc. (a)	41,978		3,001,007
Forrester Research, Inc.	3,548		140,891
Hackett Group, Inc.	6,888		61,234
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
iGATE Corp. (a)(c)	10,127		$ 374,193
Information Services Group, Inc.	4,653		18,426
Innodata, Inc. (a)	1,720		4,954
InterCloud Systems, Inc. (a)	1,008		3,659
Jack Henry & Associates, Inc.	13,815		849,070
JetPay Corp. (a)	3,116		6,263
Lionbridge Technologies, Inc. (a)	13,506		68,475
ManTech International Corp. Class A	3,605		108,583
Mattersight Corp. (a)(c)	6,325		37,507
ModusLink Global Solutions, Inc. (a)(c)	7,178		23,759
MoneyGram International, Inc. (a)	7,935		68,400
NCI, Inc. Class A (a)	868		10,407
Newtek Business Services Corp. (a)	1,502		21,449
Paychex, Inc. (c)	62,475		2,961,940
PFSweb, Inc. (a)	1,898		20,726
Planet Payment, Inc. (a)	8,683		14,066
PRG-Schultz International, Inc. (a)	9,669		50,279
QIWI PLC Class B sponsored ADR	6,624		184,412
Sabre Corp. (c)	45,230		847,610
Sapient Corp. (a)(c)	23,918		590,775
ServiceSource International, Inc. (a)(c)	13,774		56,060
Sykes Enterprises, Inc. (a)	7,729		179,081
Syntel, Inc. (a)	14,329		637,641
Sysorex Global Holdings Corp. (a)	2,625		3,150
Teletech Holdings, Inc. (a)	8,301		193,994
Virtusa Corp. (a)	4,778		191,454
			26,510,487
Semiconductors & Semiconductor Equipment - 8.3%
Actions Semiconductor Co. Ltd. ADR (a)	5,005		8,759
Advanced Energy Industries, Inc. (a)	7,520		153,634
Aixtron AG sponsored ADR (a)	770		9,055
Alpha & Omega Semiconductor Ltd. (a)	4,993		42,840
Altera Corp.	51,959		1,954,698
Ambarella, Inc. (a)(c)	4,838		266,090
Amkor Technology, Inc. (a)	42,148		281,970
Amtech Systems, Inc. (a)	1,735		15,389
ANADIGICS, Inc. (a)(c)	5,180		4,152
Analog Devices, Inc.	53,187		2,906,138
Applied Materials, Inc.	207,857		4,998,961
Applied Micro Circuits Corp. (a)(c)	15,381		90,902
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ARM Holdings PLC sponsored ADR (c)	21,801		$ 933,955
Ascent Solar Technologies, Inc. (a)	198		333
ASM International NV (depositary receipt)	565		23,561
ASML Holding NV	13,966		1,475,927
Atmel Corp. (a)	72,665		574,780
Audience, Inc. (a)(c)	4,097		14,258
Avago Technologies Ltd.	43,037		4,019,656
Axcelis Technologies, Inc. (a)	15,551		33,435
AXT, Inc. (a)	2,879		7,399
Broadcom Corp. Class A	92,188		3,976,068
Brooks Automation, Inc.	11,534		135,063
BTU International, Inc. (a)	667		1,954
Cabot Microelectronics Corp. (a)	3,961		187,355
Camtek Ltd. (a)	4,082		12,613
Canadian Solar, Inc. (a)(c)	9,006		218,756
Cascade Microtech, Inc. (a)	2,096		29,030
Cavium, Inc. (a)(c)	9,187		519,984
Ceva, Inc. (a)	2,635		45,348
China Sunergy Co. Ltd. ADR (a)	811		1,298
ChipMOS TECHNOLOGIES (Bermuda) Ltd.	4,551		94,843
Cirrus Logic, Inc. (a)(c)	9,918		181,400
Cohu, Inc.	4,144		47,449
Cree, Inc. (a)(c)	20,169		732,941
CVD Equipment Corp. (a)	958		13,719
Cypress Semiconductor Corp. (c)	24,522		259,933
Diodes, Inc. (a)	7,769		206,578
DSP Group, Inc. (a)	2,840		30,729
Entegris, Inc. (a)	25,080		337,828
Entropic Communications, Inc. (a)	15,161		36,083
EZchip Semiconductor Ltd. (a)(c)	5,391		103,938
Fairchild Semiconductor International, Inc. (a)(c)	21,397		345,134
First Solar, Inc. (a)(c)	17,572		857,514
FormFactor, Inc. (a)	10,975		88,239
GSI Technology, Inc. (a)	3,580		18,652
Hanwha Solarone Co. Ltd. ADR (a)(c)	12,262		20,723
Himax Technologies, Inc. sponsored ADR	19,583		133,556
Ikanos Communications, Inc. (a)	7,650		2,586
Ikanos Communications, Inc. rights (a)	7,650		0
Integrated Device Technology, Inc. (a)(c)	25,251		471,184
Integrated Silicon Solution, Inc.	5,273		76,300
Intel Corp. (c)	846,256		31,523,036
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Intermolecular, Inc. (a)(c)	4,427		$ 9,562
Intersil Corp. Class A	23,040		302,054
IXYS Corp.	6,023		68,843
JA Solar Holdings Co. Ltd. ADR (a)(c)	5,866		50,917
KLA-Tencor Corp.	28,146		1,954,458
Kopin Corp. (a)	11,693		39,873
Kulicke & Soffa Industries, Inc. (a)	15,712		219,654
Lam Research Corp.	27,622		2,282,682
Lattice Semiconductor Corp. (a)	18,310		119,931
Linear Technology Corp. (c)	40,205		1,850,636
M/A-COM Technology Solutions Holdings, Inc. (a)	8,856		219,894
Marvell Technology Group Ltd.	87,915		1,258,943
Mattson Technology, Inc. (a)	14,743		38,627
Maxim Integrated Products, Inc.	49,051		1,450,438
Mellanox Technologies Ltd. (a)(c)	7,736		329,940
Micrel, Inc.	9,220		120,321
Microchip Technology, Inc. (c)	34,687		1,566,118
Micron Technology, Inc. (a)(c)	183,354		6,591,576
Microsemi Corp. (a)(c)	16,931		460,523
MKS Instruments, Inc.	9,786		356,602
Monolithic Power Systems, Inc.	6,853		329,835
MoSys, Inc. (a)(c)	4,925		9,111
Nanometrics, Inc. (a)	7,546		111,983
Nova Measuring Instruments Ltd. (a)	5,479		58,132
NVE Corp. (a)	989		69,804
NVIDIA Corp.	92,277		1,935,049
NXP Semiconductors NV (a)(c)	40,844		3,178,072
O2Micro International Ltd. sponsored ADR (a)	3,450		7,935
Omnivision Technologies, Inc. (a)	9,449		273,171
ON Semiconductor Corp. (a)	77,667		701,333
PDF Solutions, Inc. (a)	6,279		83,197
Peregrine Semiconductor Corp. (a)	6,935		86,341
Pericom Semiconductor Corp. (a)	4,423		56,216
Photronics, Inc. (a)(c)	8,213		74,081
Pixelworks, Inc. (a)(c)	3,092		14,903
PMC-Sierra, Inc. (a)	35,986		293,286
Power Integrations, Inc.	5,605		281,147
QuickLogic Corp. (a)(c)	8,825		26,652
Rambus, Inc. (a)(c)	20,162		238,920
RF Micro Devices, Inc. (a)(c)	49,328		720,682
Rubicon Technology, Inc. (a)	3,052		15,687
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
SemiLEDs Corp. (a)	2,000		$ 1,010
Semtech Corp. (a)	12,182		310,154
Sigma Designs, Inc. (a)	5,402		24,633
Silicon Image, Inc. (a)	16,470		91,079
Silicon Laboratories, Inc. (a)	7,216		327,246
Silicon Motion Technology Corp. sponsored ADR	6,369		148,780
Siliconware Precision Industries Co. Ltd. sponsored ADR (c)	8,286		61,399
Skyworks Solutions, Inc.	32,402		2,186,163
SunEdison Semiconductor Ltd. (c)	8,063		151,584
SunPower Corp. (a)(c)	22,749		640,612
Synaptics, Inc. (a)(c)	6,309		397,404
Tessera Technologies, Inc.	8,998		307,552
Texas Instruments, Inc. (c)	182,499		9,931,596
Tower Semiconductor Ltd. (a)(c)	2,737		35,198
TriQuint Semiconductor, Inc. (a)	30,720		748,646
Ultra Clean Holdings, Inc. (a)	4,578		39,783
Ultratech, Inc. (a)(c)	4,891		95,228
Veeco Instruments, Inc. (a)(c)	6,884		257,530
Vimicro International Corp. sponsored ADR (a)(c)	3,988		29,990
Vitesse Semiconductor Corp. (a)	10,824		35,936
Xcerra Corp. (a)	11,454		91,747
Xilinx, Inc.	46,101		2,094,829
			104,390,954
Software - 9.7%
ACI Worldwide, Inc. (a)(c)	19,948		387,989
Activision Blizzard, Inc.	123,046		2,663,946
Actuate Corp. (a)	9,005		32,418
Adobe Systems, Inc. (a)	85,224		6,279,304
Advent Software, Inc.	9,266		292,157
Allot Communications Ltd. (a)(c)	6,941		65,592
American Software, Inc. Class A	7,028		63,744
ANSYS, Inc. (a)	15,695		1,310,846
Aspen Technology, Inc. (a)	15,441		582,743
Attunity Ltd. (a)	1,304		12,375
Autodesk, Inc. (a)	39,005		2,418,310
Aware, Inc.	5,225		23,042
Blackbaud, Inc.	8,049		341,600
BluePhoenix Solutions Ltd. (a)	284		988
Bottomline Technologies, Inc. (a)(c)	6,847		167,888
BroadSoft, Inc. (a)	5,137		138,545
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
CA Technologies, Inc.	76,174		$ 2,372,820
Cadence Design Systems, Inc. (a)(c)	50,022		943,915
Callidus Software, Inc. (a)	9,124		145,710
CDK Global, Inc.	26,995		1,027,700
Changyou.com Ltd. (A Shares) ADR (a)	2,014		46,725
Check Point Software Technologies Ltd. (a)(c)	32,395		2,504,457
China Mobile Games & Entertainment Group Ltd. ADR (a)(c)	2,307		59,013
Cimatron Ltd. (a)	2,212		19,178
Citrix Systems, Inc. (a)(c)	28,124		1,864,902
ClickSoftware Technologies Ltd. (a)	5,421		41,145
CommVault Systems, Inc. (a)	7,746		366,386
Compuware Corp.	37,492		386,917
Comverse, Inc. (a)	4,907		98,385
Concur Technologies, Inc. (a)(c)	9,757		1,256,799
CounterPath Corp. (a)	9,524		7,714
Covisint Corp. (a)(c)	9,689		22,285
CyberArk Software Ltd. (a)(c)	5,000		206,600
Datawatch Corp. (a)(c)	1,145		10,431
Descartes Systems Group, Inc. (a)	12,408		186,635
Digimarc Corp. (c)	1,317		31,832
Ebix, Inc. (c)	6,153		99,740
Electronic Arts, Inc. (a)	53,435		2,347,400
EnerNOC, Inc. (a)(c)	4,551		66,399
Envivio, Inc. (a)(c)	4,709		7,534
EPIQ Systems, Inc.	5,614		86,119
ePlus, Inc. (a)	1,288		88,666
Evolving Systems, Inc.	1,208		11,790
FalconStor Software, Inc. (a)	4,107		4,271
FireEye, Inc. (a)(c)	24,991		756,977
Fortinet, Inc. (a)	28,553		786,921
Glu Mobile, Inc. (a)(c)	16,421		60,019
Guidance Software, Inc. (a)(c)	5,863		34,181
Idreamsky Technology Ltd. ADR	1,917		40,717
Informatica Corp. (a)	19,217		699,114
Interactive Intelligence Group, Inc. (a)(c)	3,754		169,793
Intuit, Inc.	48,346		4,538,239
Jive Software, Inc. (a)	10,905		64,340
Kofax Ltd. (a)(c)	15,314		102,604
KongZhong Corp. sponsored ADR	5,761		37,677
Liquid Holdings Group, Inc. (a)	5,292		6,139
Magic Software Enterprises Ltd.	6,571		47,048
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Majesco Entertainment Co. (a)	484		$ 310
Mandalay Digital Group, Inc. (a)(c)	8,273		25,315
Manhattan Associates, Inc. (a)	12,832		507,634
Materialise NV ADR (a)	1,990		20,258
Mentor Graphics Corp.	19,715		437,870
Microsoft Corp.	1,409,164		67,372,131
MicroStrategy, Inc. Class A (a)	1,600		274,784
Mitek Systems, Inc. (a)(c)	2,622		9,072
MobileIron, Inc. (c)	11,774		109,145
Monotype Imaging Holdings, Inc.	6,672		184,414
Net 1 UEPS Technologies, Inc. (a)	9,695		118,861
NetScout Systems, Inc. (a)(c)	7,264		277,122
NetSol Technologies, Inc. (a)(c)	525		2,221
NICE Systems Ltd. sponsored ADR	6,729		317,811
Nuance Communications, Inc. (a)(c)	53,703		812,526
Open Text Corp.	21,066		1,246,827
Parametric Technology Corp. (a)	19,980		780,619
Park City Group, Inc. (a)(c)	3,147		28,827
Pegasystems, Inc.	13,943		291,688
Perfect World Co. Ltd. sponsored ADR Class B (c)	7,083		129,265
Progress Software Corp. (a)	9,452		243,767
Proofpoint, Inc. (a)(c)	7,086		307,674
QAD, Inc. Class A	2,149		42,163
Qlik Technologies, Inc. (a)	15,268		470,712
Qualys, Inc. (a)(c)	5,601		198,779
RealPage, Inc. (a)	13,730		282,289
Rovi Corp. (a)	16,485		367,286
Sapiens International Corp. NV (a)(c)	8,028		59,568
SeaChange International, Inc. (a)	5,960		39,992
Shanda Games Ltd. sponsored ADR (a)	13,838		90,639
Sky-mobi Ltd. ADR (a)	1,678		8,692
Smith Micro Software, Inc. (a)	2,943		2,972
Sonic Foundry, Inc. (a)	478		3,967
Sphere 3D Corp. (a)	5,365		41,991
Splunk, Inc. (a)	20,530		1,377,563
SS&C Technologies Holdings, Inc.	14,024		708,913
Sungy Mobile Ltd. ADR (c)	1,283		7,454
Symantec Corp.	117,783		3,072,958
Synchronoss Technologies, Inc. (a)(c)	7,033		301,223
Synopsys, Inc. (a)	26,272		1,139,942
Take-Two Interactive Software, Inc. (a)(c)	13,800		381,708
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Tangoe, Inc. (a)(c)	6,435		$ 83,687
TeleCommunication Systems, Inc. Class A (a)	10,752		33,009
TeleNav, Inc. (a)	6,999		48,503
The9 Ltd. sponsored ADR (a)	1,168		2,429
TIBCO Software, Inc. (a)	28,196		677,550
TigerLogic Corp. (a)	4,013		3,251
TiVo, Inc. (a)	21,705		264,367
Top Image Systems Ltd. (a)	2,532		8,533
Tubemogul, Inc. (a)(c)	4,472		71,373
Ultimate Software Group, Inc. (a)(c)	5,016		738,556
Varonis Systems, Inc. (c)	3,817		90,845
Vasco Data Security International, Inc. (a)	6,963		207,497
Verint Systems, Inc. (a)	10,360		623,568
Voltari Corp. (a)	320		387
Vringo, Inc. (a)	14,917		14,496
Wave Systems Corp. Class A (a)	8,768		9,031
Yodlee, inc.	5,354		63,338
Zynga, Inc. (a)	135,268		351,697
			121,825,793
Technology Hardware, Storage & Peripherals - 11.1%
Apple, Inc.	1,023,931		121,776,084
Astro-Med, Inc.	800		11,560
BlackBerry Ltd. (a)(c)	88,401		918,487
China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)	1,783		2,264
Concurrent Computer Corp.	867		6,260
Cray, Inc. (a)(c)	7,154		240,231
Dot Hill Systems Corp. (a)	8,837		41,180
Electronics for Imaging, Inc. (a)(c)	9,137		406,140
Hutchinson Technology, Inc. (a)	4,355		15,417
Immersion Corp. (a)	4,526		39,240
Intevac, Inc. (a)	3,335		23,679
Logitech International SA (c)	28,966		431,014
NetApp, Inc. (c)	54,489		2,318,507
On Track Innovations Ltd. (a)(c)	5,512		9,701
Overland Storage, Inc. (c)	4,478		16,793
QLogic Corp. (a)	15,747		181,720
Qumu Corp. (a)	1,799		22,757
SanDisk Corp. (c)	38,350		3,967,691
Seagate Technology LLC (c)	55,885		3,694,557
Silicon Graphics International Corp. (a)(c)	8,041		77,274
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
Smart Technologies, Inc. Class A (a)(c)	3,897		$ 5,612
Stratasys Ltd. (a)(c)	8,571		873,985
Super Micro Computer, Inc. (a)	7,645		254,426
Transact Technologies, Inc.	1,837		9,938
U.S.A. Technologies, Inc. (a)(c)	9,132		14,429
Western Digital Corp.	39,918		4,122,332
			139,481,278
TOTAL INFORMATION TECHNOLOGY			601,720,960
MATERIALS - 0.8%
Chemicals - 0.4%
A. Schulman, Inc.	5,359		205,035
Advanced Emissions Solutions, Inc. (a)	3,149		62,980
Balchem Corp. (c)	5,420		352,300
Burcon NutraScience Corp. (a)	2,165		4,885
Codexis, Inc. (a)	11,313		25,454
ForceField Energy, Inc. (a)(c)	2,236		14,266
Fuwei Films Holdings Co. Ltd. (a)	926		880
Gulf Resources, Inc. (a)	3,255		3,906
Hawkins, Inc.	2,297		90,594
Innophos Holdings, Inc.	3,568		192,957
Innospec, Inc.	3,951		169,340
Landec Corp. (a)	4,963		65,214
Marrone Bio Innovations, Inc. (a)(c)	3,015		7,266
Metabolix, Inc. (a)(c)	2,402		1,321
Methanex Corp.	16,489		852,641
Northern Technologies International Corp. (a)	492		11,705
Penford Corp. (a)	2,357		44,642
Rentech, Inc. (a)	54,673		70,528
Senomyx, Inc. (a)(c)	5,739		33,401
Sigma Aldrich Corp.	20,186		2,757,408
			4,966,723
Construction Materials - 0.0%
Caesarstone Sdot-Yam Ltd.	6,122		379,564
China Advanced Construction Materials Group, Inc. (a)	135		757
U.S. Concrete, Inc. (a)(c)	2,986		84,265
United States Lime & Minerals, Inc.	1,018		69,428
			534,014
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	833		$ 37,260
Silgan Holdings, Inc.	10,483		528,972
UFP Technologies, Inc. (a)	1,423		31,078
			597,310
Metals & Mining - 0.3%
Century Aluminum Co. (a)	15,163		419,257
China Gerui Adv Mat Group Ltd. (a)	582		1,286
China Natural Resources, Inc. (a)	3,570		11,424
Globe Specialty Metals, Inc.	13,566		235,099
Handy & Harman Ltd. (a)	2,127		79,316
Haynes International, Inc.	2,125		95,391
Horsehead Holding Corp. (a)(c)	8,375		130,818
Kaiser Aluminum Corp.	3,432		249,781
Olympic Steel, Inc.	2,602		42,309
Pan American Silver Corp. (c)	24,529		229,591
Randgold Resources Ltd. sponsored ADR (c)	8,012		518,216
Royal Gold, Inc. (c)	11,165		710,987
Schnitzer Steel Industries, Inc. Class A	5,065		115,482
Silver Standard Resources, Inc. (a)	11,779		61,133
Steel Dynamics, Inc.	41,479		934,937
Sutor Technology Group Ltd. (a)	5,943		4,041
Synalloy Corp.	766		13,137
Universal Stainless & Alloy Products, Inc. (a)	1,309		31,913
			3,884,118
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)(c)	11,247		149,473
Pope Resources, Inc. LP	578		37,749
			187,222
TOTAL MATERIALS			10,169,387
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.3%
8x8, Inc. (a)	15,138		117,774
Alaska Communication Systems Group, Inc. (a)	3,895		4,986
Atlantic Tele-Network, Inc.	2,582		175,524
B Communications Ltd. (c)	6,305		120,552
Cogent Communications Group, Inc. (c)	8,062		285,556
Consolidated Communications Holdings, Inc. (c)	8,886		243,565
FairPoint Communications, Inc. (a)	4,969		74,783
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Frontier Communications Corp.	172,956		$ 1,219,340
General Communications, Inc. Class A (a)	7,547		91,696
Hawaiian Telcom Holdco, Inc. (a)(c)	2,197		57,122
inContact, Inc. (a)(c)	9,328		77,049
Inteliquent, Inc.	5,914		108,936
Internet Gold Golden Lines Ltd. (a)	2,697		22,925
Iridium Communications, Inc. (a)(c)	17,323		165,435
Lumos Networks Corp.	4,321		71,469
magicJack VocalTec Ltd. (a)(c)	2,203		17,910
ORBCOMM, Inc. (a)	11,659		75,550
Towerstream Corp. (a)(c)	16,138		25,821
Windstream Holdings, Inc. (c)	103,778		1,049,196
			4,005,189
Wireless Telecommunication Services - 0.6%
America Movil S.A.B. de CV Series A sponsored ADR	1,398		33,007
Boingo Wireless, Inc. (a)(c)	5,424		43,175
Leap Wireless International, Inc. rights	9,737		24,537
NTELOS Holdings Corp.	2,909		24,436
Partner Communications Co. Ltd. ADR (a)	1,446		8,821
SBA Communications Corp. Class A (a)	21,901		2,664,695
Shenandoah Telecommunications Co.	4,151		122,994
Spok Holdings, Inc.	4,104		65,089
VimpelCom Ltd. sponsored ADR	285,950		1,501,238
Vodafone Group PLC sponsored ADR (c)	85,505		3,125,208
			7,613,200
TOTAL TELECOMMUNICATION SERVICES			11,618,389
UTILITIES - 0.1%
Electric Utilities - 0.0%
MGE Energy, Inc.	5,603		246,588
Otter Tail Corp.	6,571		189,113
			435,701
Gas Utilities - 0.0%
Delta Natural Gas Co., Inc.	1,210		25,955
RGC Resources, Inc.	598		12,881
			38,836
Independent Power and Renewable Electricity Producers - 0.1%
Abengoa Yield PLC (c)	13,434		378,839
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Independent Power and Renewable Electricity Producers - continued
Pattern Energy Group, Inc.	8,351		$ 221,552
Terraform Power, Inc. (a)	5,739		190,248
			790,639
Water Utilities - 0.0%
Artesian Resources Corp. Class A	575		12,351
Cadiz, Inc. (a)(c)	2,286		25,923
Connecticut Water Service, Inc.	2,590		90,262
Consolidated Water Co., Inc. (c)	2,427		29,755
Middlesex Water Co.	3,525		77,691
Pure Cycle Corp. (a)(c)	3,377		17,898
York Water Co.	1,805		36,461
			290,341
TOTAL UTILITIES			1,555,517
TOTAL COMMON STOCKS (Cost $823,311,337)		1,241,654,768

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.05% 3/5/15 (d) (Cost $999,862)	$ 1,000,000	999,961

Money Market Funds - 20.4%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	30,137,410		30,137,410
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(e)	226,199,456		226,199,456
TOTAL MONEY MARKET FUNDS (Cost $256,336,866)		256,336,866
TOTAL INVESTMENT PORTFOLIO - 119.2% (Cost $1,080,648,065)			1,498,991,595
NET OTHER ASSETS (LIABILITIES) - (19.2)%			(241,288,647)
NET ASSETS - 100%		$ 1,257,702,948

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
175 CME E-mini NASDAQ 100 Index Contracts (United States)	Dec. 2014	$ 15,183,875	$ 706,237

The face value of futures purchased as a percentage of net assets is 1.2%

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

(d) 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 $535,979.

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

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	$ 12,527
Fidelity Securities Lending Cash Central Fund	928,578
Total	$ 941,105

Other Information

The following is a summary of the inputs used, as of November 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 217,950,760	$ 217,923,232	$ -	$ 27,528
Consumer Staples	48,316,900	48,316,900	-	-
Energy	11,429,035	11,429,035	-	-
Financials	79,766,829	79,762,282	-	4,547
Health Care	202,856,304	202,843,369	-	12,935
Industrials	56,270,687	56,270,687	-	-
Information Technology	601,720,960	601,720,960	-	-
Materials	10,169,387	10,169,387	-	-
Telecommunication Services	11,618,389	11,593,852	-	24,537
Utilities	1,555,517	1,555,517	-	-
U.S. Government and Government Agency Obligations	999,961	-	999,961	-
Money Market Funds	256,336,866	256,336,866	-	-
Total Investments in Securities:	$ 1,498,991,595	$ 1,497,922,087	$ 999,961	$ 69,547
Derivative Instruments:
Assets
Futures Contracts	$ 706,237	$ 706,237	$ -	$ -

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, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 706,237	$ -
Total Value of Derivatives	$ 706,237	$ -

(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, 2014
Assets
Investment in securities, at value (including securities loaned of $220,028,167) - See accompanying schedule: Unaffiliated issuers (cost $824,311,199)	$ 1,242,654,729
Fidelity Central Funds (cost $256,336,866)	256,336,866
Total Investments (cost $1,080,648,065)		$ 1,498,991,595
Cash		58,700
Foreign currency held at value (cost $6,289)		6,284
Receivable for investments sold		258,515
Receivable for fund shares sold		5,945,229
Dividends receivable		1,813,473
Distributions receivable from Fidelity Central Funds		123,497
Receivable for daily variation margin for derivative instruments		56,648
Prepaid expenses		2,465
Receivable from investment adviser for expense reductions		262,014
Other receivables		152,175
Total assets		1,507,670,595
Liabilities
Payable for investments purchased	$ 22,503,952
Payable for fund shares redeemed	501,063
Accrued management fee	237,324
Distribution and service plan fees payable	161,293
Other affiliated payables	150,187
Other payables and accrued expenses	214,372
Collateral on securities loaned, at value	226,199,456
Total liabilities		249,967,647
Net Assets		$ 1,257,702,948
Net Assets consist of:
Paid in capital		$ 824,734,721
Undistributed net investment income		10,467,470
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		3,451,068
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		419,049,689
Net Assets, for 19,702,108 shares outstanding		$ 1,257,702,948
Net Asset Value, offering price and redemption price per share ($1,257,702,948 ÷ 19,702,108 shares)		$ 63.84

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2014
Investment Income
Dividends		$ 10,988,207
Special dividends		2,097,970
Interest		463
Income from Fidelity Central Funds (including $928,578 from security lending)		941,105
Total income		14,027,745
Expenses
Management fee	$ 2,106,605
Transfer agent fees	1,218,345
Distribution and service plan fees	526,458
Licensing fees	526,458
Accounting and security lending fees	285,804
Custodian fees and expenses	30,408
Independent trustees' compensation	3,412
Registration fees	90,241
Audit	55,687
Legal	2,071
Miscellaneous	5,260
Total expenses before reductions	4,850,749
Expense reductions	(2,310,702)	2,540,047
Net investment income (loss)		11,487,698
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,374,243
Foreign currency transactions	(2,108)
Futures contracts	1,965,775
Total net realized gain (loss)		5,337,910
Change in net unrealized appreciation (depreciation) on: Investment securities	149,650,056
Assets and liabilities in foreign currencies	(77)
Futures contracts	309,351
Total change in net unrealized appreciation (depreciation)		149,959,330
Net gain (loss)		155,297,240
Net increase (decrease) in net assets resulting from operations		$ 166,784,938

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2014	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 11,487,698	$ 6,759,950
Net realized gain (loss)	5,337,910	10,216,744
Change in net unrealized appreciation (depreciation)	149,959,330	156,235,901
Net increase (decrease) in net assets resulting from operations	166,784,938	173,212,595
Distributions to shareholders from net investment income	(5,072,373)	(5,666,240)
Distributions to shareholders from net realized gain	(6,602,574)	-
Total distributions	(11,674,947)	(5,666,240)
Share transactions Proceeds from sales of shares	612,517,757	197,506,753
Reinvestment of distributions	11,227,000	5,480,595
Cost of shares redeemed	(210,286,372)	(163,016,889)
Net increase (decrease) in net assets resulting from share transactions	413,458,385	39,970,459
Redemption fees	218,973	79,074
Total increase (decrease) in net assets	568,787,349	207,595,888
Net Assets
Beginning of period	688,915,599	481,319,711
End of period (including undistributed net investment income of $10,467,470 and undistributed net investment income of $4,574,468, respectively)	$ 1,257,702,948	$ 688,915,599
Other Information Shares
Sold	10,551,644	4,256,272
Issued in reinvestment of distributions	212,454	138,877
Redeemed	(3,712,980)	(3,655,270)
Net increase (decrease)	7,051,118	739,879

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

Annual Report

Financial Highlights

Years ended November 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 54.46	$ 40.41	$ 35.04	$ 33.35	$ 28.54
Income from Investment Operations
Net investment income (loss) B	.75E	.57	.44	.28	.22
Net realized and unrealized gain (loss)	9.54	13.95	5.19	1.63	4.73
Total from investment operations	10.29	14.52	5.63	1.91	4.95
Distributions from net investment income	(.40)	(.48)	(.27)	(.23)	(.15)
Distributions from net realized gain	(.52)	-	-	-	-
Total distributions	(.92)	(.48)	(.27)	(.23)	(.15)
Redemption fees added to paid in capital B	.01	.01	.01	.01	.01
Net asset value, end of period	$ 63.84	$ 54.46	$ 40.41	$ 35.04	$ 33.35
Total ReturnA	19.25%	36.39%	16.24%	5.74%	17.45%
Ratios to Average Net AssetsC, F
Expenses before reductions	.55%	.56%	.58%	.58%	.58%
Expenses net of fee waivers, if any	.29%	.33%	.35%	.35%	.35%
Expenses net of all reductions	.29%	.33%	.35%	.35%	.35%
Net investment income (loss)	1.31% E	1.23%	1.13%	.80%	.73%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,257,703	$ 688,916	$ 481,320	$ 311,128	$ 280,150
Portfolio turnover rateD	5%	14%	10%	12%	8%

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

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.14 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.07%.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2014

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 current market prices, quotations or currency exchange rates are not readily available or

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable

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3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2014 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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Investment Transactions and Income - continued

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

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

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

Gross unrealized appreciation	$ 455,467,342
Gross unrealized depreciation	(38,349,504)
Net unrealized appreciation (depreciation) on securities	$ 417,117,838
Tax Cost	$ 1,081,873,757

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

Undistributed ordinary income	$ 12,031,761
Undistributed long-term capital gain	$ 3,829,249
Net unrealized appreciation (depreciation) on securities and other investments	$ 417,117,760

The tax character of distributions paid was as follows:

	November 30, 2014	November 30, 2013
Ordinary Income	$ 5,072,373	$ 5,666,240
Long-term Capital Gains	6,602,574	-
Total	$ 11,674,947	$ 5,666,240

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after

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3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

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 risks:

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.

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Notes to Financial Statements - continued

4. Derivative Instruments - continued

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 $1,965,775 and a change in net unrealized appreciation (depreciation) of $309,351 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 $454,485,136 and $44,422,593, 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.

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

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6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

.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 an asset-based fee of .14% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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 $1,269 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. 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

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Notes to Financial Statements - continued

8. Security Lending - continued

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. This waiver will remain in place through January 31, 2016. 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 $2,308,756.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,889.

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 $57.

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, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Nasdaq Composite Index Fund as of November 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 20, 2015

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Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 funds.

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

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

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

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

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

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

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Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), and a Director of FMR Co., Inc. (2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (2014-present), Director of Fidelity SelectCo, LLC (2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

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Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). 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), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
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 Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-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. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). 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), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (2014-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Limited, Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity 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
12/15/14	12/12/14	$0.496	$0.253

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2014, $4,346,329, or, if subsequently determined to be different, the net capital gain of such year.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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.

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

Annual Report

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

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and 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 investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Fidelity Nasdaq Composite Index Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee rate ranked above the median of its Total Mapped Group and equal to the median of its ASPG for 2013.

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 2013. The Board considered that, in general, various factors can affect total expense ratios.

The Board further considered that FMR contractually agreed to waive the fund's expenses to the extent that total operating expenses (excluding interest, certain 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 0.29% through January 31, 2015.

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

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable, 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

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

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

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

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

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

The Board 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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.)

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

Fidelity Automated Service
Telephone (FAST®)
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-0115
1.795563.111

Fidelity®

Nasdaq Composite Index® Tracking Stock

Annual Report

November 30, 2014

(Fidelity Cover Art)

Contents

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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. © 2015 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, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Nasdaq Composite Index® Tracking Stock - NAV	19.23%	134.30%	147.16%
Fidelity® Nasdaq Composite Index® Tracking Stock - Market Price	19.37%	135.53%	147.27%
Nasdaq Composite Index®	19.43%	136.57%	151.83%

Average Annual Total Returns

Periods ended November 30, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity Nasdaq Composite Index Tracking Stock - NAV	19.23%	18.56%	9.47%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	19.37%	18.69%	9.48%

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, 2004. The chart shows how the value of your investment would have changed, and also shows how the Nasdaq Composite Index® performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near an all-time high for the 12 months ending November 30, 2014, supported by low interest rates and strong corporate profits. The large-cap S&P 500® Index gained 16.86%, clawing back from a late-period sell-off fueled by fears of a new global economic slump. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® advanced 19.43%, while the small-cap Russell 2000® Index returned a relatively lackluster 3.99% amid growth and valuation worries. Health care (+28%) was the top sector in the S&P 500®, spurred by the strong performance of the pharmaceuticals, biotechnology & life sciences industry. Information technology (+27%) and consumer staples (+18%) also contributed strongly to the index's advance. Conversely, energy (-5%) was the biggest laggard, reflecting a sharp drop in crude prices beginning in June, attributed to weaker demand and a U.S. supply boom driven by shale drilling. Volatility was tame for much of the period, although it spiked to a three-year high in October amid growth concerns, Ebola fears and unrest in Syria, Iraq and Ukraine. Yet stocks proved resilient and gained in mid-October, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Nasdaq Composite Index® Tracking Stock: For the year, the exchange-traded fund's (ETF) net asset value added 19.23%, roughly in line with the benchmark, while the ETF's market price rose 19.37% over the same time frame. Many of the fund's top contributors were information technology stocks, led by Apple, the largest weighting in the index. This maker of mobile devices and personal computers saw its shares return 53% for the 12-month period. Various other technology stocks also lifted results, such as semiconductor manufacturer Intel, social-media giant Facebook and software maker Microsoft. In health care, biotechnology firms Amgen and Gilead Sciences further added value. In contrast, consumer discretionary stocks lagged the benchmark, with an especially poor showing from online retailer Amazon.com, which struggled on weaker-than-expected earnings. VimpelCom, a Netherlands-based and Bermuda-listed telecommunication services company that is Russia's third-largest mobile communications provider, encountered a variety of business challenges. Internet search leader Google was also a meaningful detractor; the stock fell only modestly, but the performance impact was large because the stock was the third-largest weighting in the index.

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

Annual Report

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, 2014

From December 1, 2009 to November 30, 2014	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	474	37.68%	502	39.90%
25 - <50	97	7.71%	85	6.76%
50 - <75	33	2.62%	20	1.59%
75 - <100	18	1.44%	7	0.56%
100 or above	12	0.95%	10	0.79%
Total	634	50.40%	624	49.60%

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, 2014 to November 30, 2014).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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

Shareholder Expense Example - continued

	Annualized Expense Ratio B	Beginning Account Value June 1, 2014	Ending Account Value November 30, 2014	Expenses Paid During Period * June 1, 2014 to November 30, 2014
Actual	.21%	$ 1,000.00	$ 1,135.80	$ 1.12
Hypothetical A		$ 1,000.00	$ 1,024.02	$ 1.07

^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, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	9.8	8.8
Microsoft Corp.	5.4	5.3
Intel Corp.	2.6	2.1
Google, Inc. Class C	2.5	2.5
Facebook, Inc. Class A	2.4	2.0
Google, Inc. Class A	2.2	2.5
Amazon.com, Inc.	2.2	2.3
Gilead Sciences, Inc.	2.1	2.0
Cisco Systems, Inc.	2.0	2.0
Amgen, Inc.	1.8	1.4
	33.0
Market Sectors as of November 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	48.4	47.3
Consumer Discretionary	17.5	18.7
Health Care	16.3	14.9
Financials	6.4	6.9
Industrials	4.5	4.9
Consumer Staples	3.9	3.9
Telecommunication Services	1.0	1.1
Energy	0.9	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 Tracking Stock seeks I00% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.8%
	Shares		Value
CONSUMER DISCRETIONARY - 17.5%
Auto Components - 0.3%
China Automotive Systems, Inc.	1,626		$ 12,683
China XD Plastics Co. Ltd. (a)	2,500		14,200
Dorman Products, Inc. (a)(d)	2,481		117,426
Federal-Mogul Corp. Class A (a)	9,929		154,098
Fox Factory Holding Corp. (a)	2,289		31,382
Fuel Systems Solutions, Inc. (a)	1,308		12,910
Gentex Corp.	9,226		328,077
Gentherm, Inc. (a)	2,290		86,310
Motorcar Parts of America, Inc. (a)	815		27,506
Quantum Fuel Systems Technologies Worldwide, Inc. (a)(d)	1,535		5,019
Remy International, Inc. (d)	2,576		47,398
Shiloh Industries, Inc. (a)	1,325		21,465
SORL Auto Parts, Inc. (a)	1,176		4,833
Spartan Motors, Inc.	2,687		13,462
Strattec Security Corp.	241		25,006
Sypris Solutions, Inc.	1,631		4,404
The Goodyear Tire & Rubber Co.	17,754		486,637
			1,392,816
Automobiles - 0.4%
Kandi Technolgies, Inc. (a)(d)	2,713		38,335
Tesla Motors, Inc. (a)(d)	8,091		1,978,411
			2,016,746
Distributors - 0.2%
Core-Mark Holding Co., Inc.	1,560		93,772
LKQ Corp. (a)	19,776		574,493
Pool Corp.	2,737		162,605
VOXX International Corp. (a)	1,555		13,078
Weyco Group, Inc.	1,000		27,510
			871,458
Diversified Consumer Services - 0.2%
2U, Inc. (d)	2,339		42,289
American Public Education, Inc. (a)	1,306		43,882
Apollo Education Group, Inc. Class A (non-vtg.) (a)	7,280		227,282
Ascent Capital Group, Inc. (a)	830		44,671
Cambium Learning Group, Inc. (a)	2,362		4,015
Capella Education Co.	902		61,498
Career Education Corp. (a)	5,533		32,423
Collectors Universe, Inc.	842		18,532
Corinthian Colleges, Inc. (a)(d)	5,556		600
Grand Canyon Education, Inc. (a)	2,925		133,585
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Houghton Mifflin Harcourt Co.	8,934		$ 171,711
Learning Tree International, Inc. (a)	1,631		4,078
Liberty Tax, Inc. (a)	1,111		42,335
Lincoln Educational Services Corp.	1,760		5,685
National American University Holdings, Inc.	1,234		3,788
Steiner Leisure Ltd. (a)	1,050		46,484
Strayer Education, Inc. (a)	759		57,449
			940,307
Hotels, Restaurants & Leisure - 2.6%
Ambassadors Group, Inc. (a)	1,636		3,648
BJ's Restaurants, Inc. (a)(d)	2,000		98,320
Bloomin' Brands, Inc. (a)	7,906		180,020
Bob Evans Farms, Inc.	1,610		87,520
Bravo Brio Restaurant Group, Inc. (a)	830		10,898
Buffalo Wild Wings, Inc. (a)(d)	1,209		205,784
Caesars Acquisition Co. (a)(d)	8,331		87,309
Caesars Entertainment Corp. (a)(d)	8,907		151,063
Carrols Restaurant Group, Inc. (a)	4,122		30,956
Century Casinos, Inc. (a)	1,751		9,088
China Lodging Group Ltd. ADR (a)	1,500		37,485
Churchill Downs, Inc.	1,161		111,793
Chuy's Holdings, Inc. (a)(d)	1,034		22,138
Cosi, Inc. (a)	1,184		1,954
Cosi, Inc. rights 12/9/14 (a)	1,137		91
Cracker Barrel Old Country Store, Inc. (d)	1,481		189,583
Dave & Buster's Entertainment, Inc.	2,390		54,779
Del Frisco's Restaurant Group, Inc. (a)	1,337		29,708
Denny's Corp. (a)	4,628		44,845
Diversified Restaurant Holdings, Inc. (a)	3,013		15,637
Dunkin' Brands Group, Inc.	6,833		330,376
El Pollo Loco Holdings, Inc. (a)	2,260		61,969
Eldorado Resorts, Inc. (a)	2,056		8,512
Empire Resorts, Inc. (a)(d)	1,201		8,179
Famous Dave's of America, Inc. (a)	528		13,464
Fiesta Restaurant Group, Inc. (a)(d)	1,782		99,899
Gaming Partners International Corp. (a)	1,352		11,154
Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)	2,202		67,954
Iao Kun Group Hldng Co. Ltd.	3,750		7,388
Icahn Enterprises LP	7,827		844,768
Ignite Restaurant Group, Inc. (a)(d)	1,510		11,401
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
International Speedway Corp. Class A	1,789		$ 55,960
Interval Leisure Group, Inc.	4,150		90,221
Isle of Capri Casinos, Inc. (a)	2,181		15,790
Jack in the Box, Inc.	2,682		199,809
Jamba, Inc. (a)	876		10,854
Kona Grill, Inc. (a)	680		17,231
Lakes Entertainment, Inc. (a)	1,062		7,041
Marriott International, Inc. Class A	18,802		1,481,410
Melco Crown Entertainment Ltd. sponsored ADR	12,067		312,294
Monarch Casino & Resort, Inc. (a)	1,350		22,356
Morgans Hotel Group Co. (a)	2,376		19,246
Multimedia Games Holding Co., Inc. (a)	1,851		67,173
Nathan's Famous, Inc. (a)	179		13,457
Noodles & Co. (a)	1,956		47,883
Norwegian Cruise Line Holdings Ltd. (a)	13,330		585,054
Panera Bread Co. Class A (a)	1,740		291,276
Papa John's International, Inc.	2,562		135,222
Penn National Gaming, Inc. (a)	5,381		76,410
Popeyes Louisiana Kitchen, Inc. (a)	1,726		95,344
Potbelly Corp. (a)	1,760		23,197
Premier Exhibitions, Inc. (a)(d)	2,551		1,760
RCI Hospitality Holdings, Inc. (a)	906		8,770
Red Robin Gourmet Burgers, Inc. (a)	930		62,636
Ruth's Hospitality Group, Inc.	2,883		37,883
Scientific Games Corp. Class A (a)(d)	5,780		87,509
Sonic Corp.	3,825		104,002
Starbucks Corp.	48,719		3,956,470
Texas Roadhouse, Inc. Class A	4,411		145,828
The Cheesecake Factory, Inc. (d)	2,964		143,547
Town Sports International Holdings, Inc.	1,926		13,020
Wendy's Co.	23,931		208,678
Wynn Resorts Ltd.	6,587		1,176,504
			12,351,518
Household Durables - 0.3%
Bassett Furniture Industries, Inc.	1,104		21,638
Cavco Industries, Inc. (a)	588		43,588
Dixie Group, Inc. (a)	851		6,519
EveryWare Global, Inc. (a)(d)	2,075		2,034
Flexsteel Industries, Inc.	534		16,938
Garmin Ltd. (d)	12,485		715,391
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
GoPro, Inc. Class A (d)	1,510		$ 117,735
Helen of Troy Ltd. (a)	1,807		116,841
Hooker Furniture Corp.	204		3,140
iRobot Corp. (a)	1,778		64,755
LGI Homes, Inc. (d)	1,357		21,685
Lifetime Brands, Inc.	900		13,446
Nova LifeStyle, Inc. (a)	1,540		6,129
Skullcandy, Inc. (a)	1,404		13,310
SodaStream International Ltd. (a)	1,352		29,717
Stanley Furniture Co., Inc. (a)	1,981		5,547
Turtle Beach Corp. (a)(d)	2,500		9,550
Universal Electronics, Inc. (a)	1,111		67,227
Zagg, Inc. (a)	2,381		13,572
			1,288,762
Internet & Catalog Retail - 4.3%
1-800-FLOWERS.com, Inc. Class A (a)	3,000		25,650
Amazon.com, Inc. (a)	29,960		10,145,654
Blue Nile, Inc. (a)(d)	682		23,624
CafePress, Inc. (a)	1,039		2,172
Cnova NV (a)	27,083		198,789
Ctrip.com International Ltd. sponsored ADR (a)	9,917		536,311
dELiA*s, Inc. (a)	2,051		243
eLong, Inc. sponsored ADR (a)	1,152		20,621
EVINE Live, Inc. (a)	2,676		16,431
Expedia, Inc.	7,386		643,394
FTD Companies, Inc. (a)(d)	1,079		37,398
Gaiam, Inc. Class A (a)	1,376		10,114
Geeknet, Inc. (a)	532		4,628
Groupon, Inc. Class A (a)(d)	43,507		327,608
HSN, Inc.	3,584		261,381
JD.com, Inc. sponsored ADR (d)	5,852		137,639
Lands' End, Inc. (a)	2,101		99,966
Liberty Interactive Corp.:
(Venture Group) Series A (a)	8,443		309,352
Series A (a)	28,009		816,462
Liberty TripAdvisor Holdings, Inc. (a)	4,462		116,949
MakeMyTrip Ltd. (a)(d)	3,035		89,199
Netflix, Inc. (a)	3,901		1,352,048
NutriSystem, Inc.	2,275		43,157
Overstock.com, Inc. (a)	1,611		40,049
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
PetMed Express, Inc. (d)	1,377		$ 18,590
priceline.com, Inc. (a)	3,386		3,928,403
Qunar Cayman Islands Ltd. sponsored ADR (d)	2,659		69,347
RetailMeNot, Inc. (a)(d)	3,425		50,433
Shutterfly, Inc. (a)(d)	2,458		105,104
TripAdvisor, Inc. (a)	8,450		622,343
U.S. Auto Parts Network, Inc. (a)	2,026		5,106
zulily, Inc. Class A (d)	3,780		108,599
			20,166,764
Leisure Products - 0.3%
Arctic Cat, Inc.	1,003		33,149
Black Diamond, Inc. (a)(d)	1,350		12,272
Escalade, Inc.	1,381		18,367
Hasbro, Inc.	8,021		474,843
JAKKS Pacific, Inc. (a)(d)	1,489		10,959
Johnson Outdoors, Inc. Class A	1,052		31,897
Malibu Boats, Inc. Class A (a)	850		15,912
Mattel, Inc.	21,640		682,742
Smith & Wesson Holding Corp. (a)(d)	3,639		36,281
Summer Infant, Inc. (a)	1,560		4,352
			1,320,774
Media - 6.6%
AirMedia Group, Inc. ADR (a)	3,478		10,851
AMC Networks, Inc. Class A (a)(d)	4,004		259,699
Bona Film Group Ltd. sponsored ADR (a)	2,412		16,305
Carmike Cinemas, Inc. (a)	1,651		48,936
Central European Media Enterprises Ltd. Class A (a)(d)	10,034		28,396
Charter Communications, Inc. Class A (a)	7,092		1,203,512
Cinedigm Corp. (a)	5,909		10,518
Comcast Corp.:
Class A	140,515		8,014,976
Class A (special) (non-vtg.) (d)	26,547		1,508,135
Crown Media Holdings, Inc. Class A (a)	21,775		73,600
CTC Media, Inc.	10,025		59,749
Cumulus Media, Inc. Class A (a)(d)	15,552		62,052
Daily Journal Corp. (a)	60		13,128
Dex Media, Inc. (a)(d)	881		7,541
DIRECTV (a)	32,531		2,853,294
Discovery Communications, Inc.:
Class A (a)	9,539		332,911
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Discovery Communications, Inc.: - continued
Class B (a)	334		$ 12,859
Class C (non-vtg.) (a)(d)	9,469		322,041
DISH Network Corp. Class A (a)	14,276		1,133,657
DreamWorks Animation SKG, Inc. Class A (a)(d)	4,911		117,078
Emmis Communications Corp. Class A (a)	4,353		9,054
Global Sources Ltd. (a)(d)	2,427		15,703
Hemisphere Media Group, Inc. (a)(d)	1,059		13,354
Lamar Advertising Co. Class A	5,106		272,099
Liberty Broadband Corp.:
Class A (a)	1,869		102,496
Class C (a)	3,740		203,456
Liberty Global PLC:
Class A (a)	15,030		781,410
Class B (a)	601		29,623
Class C	35,062		1,750,295
Liberty Media Corp.:
Class A (a)	7,482		275,113
Class C (a)	14,964		546,635
Loral Space & Communications Ltd. (a)	1,363		106,982
Markit Ltd.	11,960		304,143
MDC Partners, Inc. Class A (sub. vtg.)	3,152		69,565
Morningstar, Inc.	3,045		203,223
National CineMedia, Inc.	3,500		49,560
News Corp.:
Class A (a)	19,478		302,299
Class B (a)	18,083		272,149
Nexstar Broadcasting Group, Inc. Class A	1,980		101,594
Radio One, Inc. Class D (non-vtg.) (a)(d)	3,717		6,282
ReachLocal, Inc. (a)(d)	1,712		5,564
Reading International, Inc. Class A (a)	3,164		37,620
Rentrak Corp. (a)(d)	806		67,785
RRSat Global Communications Network Ltd.	1,506		11,867
Salem Communications Corp. Class A	1,162		9,133
Scholastic Corp.	2,202		78,171
SFX Entertainment, Inc. (a)(d)	5,028		21,872
Sinclair Broadcast Group, Inc. Class A	4,684		136,585
Sirius XM Holdings, Inc. (a)	369,271		1,340,454
Sizmek, Inc. (a)	1,827		10,469
Starz Series A (a)	6,607		217,965
The Madison Square Garden Co. Class A (a)	4,009		292,817
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Twenty-First Century Fox, Inc.:
Class A	87,911		$ 3,235,125
Class B	54,179		1,915,769
Value Line, Inc.	750		11,483
Viacom, Inc.:
Class A	3,336		252,302
Class B (non-vtg.)	24,258		1,834,633
VisionChina Media, Inc. ADR (a)	256		2,637
WPP PLC ADR	690		72,174
			31,058,698
Multiline Retail - 0.3%
Dollar Tree, Inc. (a)	13,291		908,573
Fred's, Inc. Class A	2,588		40,114
Gordmans Stores, Inc. (a)(d)	1,361		4,287
Sears Canada, Inc. (d)	4,902		46,212
Sears Holdings Corp. (a)(d)	6,991		252,375
The Bon-Ton Stores, Inc.	851		7,165
Tuesday Morning Corp. (a)(d)	2,731		58,170
			1,316,896
Specialty Retail - 1.7%
America's Car Mart, Inc. (a)	400		20,540
Ascena Retail Group, Inc. (a)	10,300		137,917
bebe stores, Inc.	5,835		17,622
Bed Bath & Beyond, Inc. (a)	13,069		958,873
Big 5 Sporting Goods Corp.	1,731		22,711
Books-A-Million, Inc. (a)	1,281		2,408
Cache, Inc. (a)	1,151		311
Citi Trends, Inc. (a)	1,025		24,252
Conn's, Inc. (a)(d)	2,467		84,618
Destination Maternity Corp.	786		12,600
Destination XL Group, Inc. (a)	3,759		19,434
Finish Line, Inc. Class A	3,126		89,216
Five Below, Inc. (a)(d)	3,509		163,730
Francesca's Holdings Corp. (a)(d)	2,856		36,214
Hibbett Sports, Inc. (a)(d)	1,659		83,232
Kirkland's, Inc. (a)	1,551		33,688
Mattress Firm Holding Corp. (a)	2,080		147,742
Michaels Companies, Inc.	13,653		328,491
Monro Muffler Brake, Inc.	1,957		107,224
O'Reilly Automotive, Inc. (a)	6,661		1,217,231
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Office Depot, Inc. (a)	33,152		$ 219,798
Outerwall, Inc. (a)	1,334		93,754
Pacific Sunwear of California, Inc. (a)	4,650		7,812
Perfumania Holdings, Inc. (a)	375		2,303
PetSmart, Inc.	6,325		498,157
Rent-A-Center, Inc.	3,729		128,651
Ross Stores, Inc.	13,721		1,255,197
Sears Hometown & Outlet Stores, Inc. (a)	1,511		19,839
Select Comfort Corp. (a)	3,563		93,849
Shoe Carnival, Inc.	1,185		24,008
Sportsman's Warehouse Holdings, Inc.	4,281		30,181
Staples, Inc. (d)	41,156		578,653
Stein Mart, Inc.	2,950		41,890
The Children's Place Retail Stores, Inc. (d)	1,453		81,455
Tile Shop Holdings, Inc. (a)(d)	3,379		33,722
Tractor Supply Co.	8,858		681,446
Trans World Entertainment Corp.	4,155		13,421
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	4,183		529,108
Urban Outfitters, Inc. (a)	9,133		295,179
West Marine, Inc. (a)	1,526		16,679
Wet Seal, Inc. Class A (a)(d)	6,732		2,154
Winmark Corp.	401		32,389
Zumiez, Inc. (a)(d)	1,956		69,966
			8,257,665
Textiles, Apparel & Luxury Goods - 0.3%
Cherokee, Inc.	675		12,116
Columbia Sportswear Co.	4,562		205,518
Crocs, Inc. (a)	6,080		80,742
Exceed Co. Ltd. (a)	1,908		3,053
Fossil Group, Inc. (a)	3,352		374,485
G-III Apparel Group Ltd. (a)	1,546		136,806
Iconix Brand Group, Inc. (a)(d)	3,133		126,605
Joe's Jeans, Inc. (a)	4,237		2,542
Kingold Jewelry, Inc.	3,301		3,268
lululemon athletica, Inc. (a)(d)	7,400		356,606
Perry Ellis International, Inc. (a)	1,226		32,354
Sequential Brands Group, Inc. (a)(d)	2,509		30,911
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Steven Madden Ltd. (a)	4,550		$ 155,155
Vera Bradley, Inc. (a)(d)	2,660		61,153
			1,581,314
TOTAL CONSUMER DISCRETIONARY			82,563,718
CONSUMER STAPLES - 3.9%
Beverages - 0.3%
Coca-Cola Bottling Co. Consolidated	525		49,644
Craft Brew Alliance, Inc. (a)	1,182		16,004
MGP Ingredients, Inc.	1,186		17,648
Monster Beverage Corp. (a)	10,888		1,221,089
National Beverage Corp. (a)	2,460		61,844
			1,366,229
Food & Staples Retailing - 1.4%
Andersons, Inc.	1,781		96,245
Casey's General Stores, Inc.	2,450		205,114
Chefs' Warehouse Holdings (a)(d)	1,314		22,627
Costco Wholesale Corp.	28,377		4,032,939
Fairway Group Holdings Corp. (a)(d)	1,660		6,159
Fresh Market, Inc. (a)(d)	3,132		128,287
Ingles Markets, Inc. Class A	1,017		27,601
Pantry, Inc. (a)	1,461		38,790
PriceSmart, Inc.	2,025		196,344
SpartanNash Co.	2,525		58,908
Sprouts Farmers Market LLC (a)(d)	9,660		307,091
United Natural Foods, Inc. (a)	3,157		237,375
Village Super Market, Inc. Class A	455		10,925
Whole Foods Market, Inc. (d)	23,310		1,142,889
			6,511,294
Food Products - 2.2%
Alico, Inc.	678		24,239
Boulder Brands, Inc. (a)(d)	4,251		45,911
Bridgford Foods Corp. (a)	1,458		10,658
Cal-Maine Foods, Inc. (d)	2,956		123,797
Calavo Growers, Inc.	1,231		52,859
Diamond Foods, Inc. (a)(d)	1,937		57,703
Farmer Brothers Co. (a)	1,250		35,650
Freshpet, Inc. (d)	2,083		34,807
Inventure Foods, Inc. (a)	1,260		17,401
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
J&J Snack Foods Corp.	1,282		$ 134,674
John B. Sanfilippo & Son, Inc.	602		25,176
Keurig Green Mountain, Inc.	10,560		1,500,998
Kraft Foods Group, Inc.	38,384		2,309,565
Lancaster Colony Corp.	1,805		169,490
Le Gaga Holdings Ltd. ADR (a)	830		3,303
Lifeway Foods, Inc. (a)	1,306		24,187
Limoneira Co.	815		20,905
Mondelez International, Inc.	108,832		4,266,214
Origin Agritech Ltd. (a)(d)	1,660		2,556
Pilgrims Pride Corp. (a)(d)	17,016		549,617
Pingtan Marine Enterprise Ltd. (d)	7,654		9,185
Sanderson Farms, Inc. (d)	1,408		122,228
Seneca Foods Corp. Class A (a)	801		21,667
SkyPeople Fruit Juice, Inc. (a)	1,504		1,639
Snyders-Lance, Inc.	4,589		138,955
SunOpta, Inc. (a)	4,401		52,504
The Hain Celestial Group, Inc. (a)	3,230		365,701
			10,121,589
Household Products - 0.0%
Central Garden & Pet Co. Class A (non-vtg.) (a)	3,452		28,479
WD-40 Co.	1,081		82,264
			110,743
Personal Products - 0.0%
Elizabeth Arden, Inc. (a)(d)	2,033		35,334
Inter Parfums, Inc.	2,275		58,354
LifeVantage Corp. (a)	6,660		8,991
Mannatech, Inc. (a)	185		4,671
Nature's Sunshine Products, Inc.	1,335		19,918
Neptune Technologies & Bioressources, Inc. (a)(d)	3,801		7,512
Nutraceutical International Corp. (a)	910		19,274
Reliv International, Inc.	1,001		1,231
Rock Creek Pharmaceuticals, Inc. (a)	8,102		1,278
Synutra International, Inc. (a)	4,900		26,068
The Female Health Co.	1,489		6,343
			188,974
TOTAL CONSUMER STAPLES			18,298,829
Common Stocks - continued
	Shares		Value
ENERGY - 0.9%
Energy Equipment & Services - 0.1%
Dawson Geophysical Co.	750		$ 10,148
ENGlobal Corp. (a)	1,750		4,043
Exterran Partners LP	4,052		100,165
Forbes Energy Services Ltd. (a)	2,581		5,136
Geospace Technologies Corp. (a)	808		21,299
Glori Energy, Inc. (a)	1,482		5,928
Gulf Island Fabrication, Inc.	1,081		21,090
Hercules Offshore, Inc. (a)(d)	9,911		12,290
Matrix Service Co. (a)	1,731		36,559
Mitcham Industries, Inc. (a)	556		4,237
Ocean Rig UDW, Inc. (United States) (d)	8,458		101,411
Patterson-UTI Energy, Inc.	10,154		179,624
PHI, Inc. (non-vtg.) (a)	1,293		53,672
Profire Energy, Inc. (a)(d)	4,895		16,349
RigNet, Inc. (a)	1,060		43,407
Synthesis Energy Systems, Inc. (a)	2,605		2,397
Tesco Corp.	2,862		40,326
TGC Industries, Inc. (a)	1,656		4,430
			662,511
Oil, Gas & Consumable Fuels - 0.8%
Abraxas Petroleum Corp. (a)	6,612		21,985
Aemetis, Inc. (a)	2,536		14,176
Alliance Holdings GP, LP	3,956		265,171
Alliance Resource Partners LP	4,808		221,456
Amyris, Inc. (a)(d)	8,544		23,581
APCO Oil and Gas International, Inc. (a)	588		8,185
Approach Resources, Inc. (a)(d)	2,726		26,497
Blueknight Energy Partners LP	2,711		19,465
BreitBurn Energy Partners LP	6,354		83,936
Calumet Specialty Products Partners LP	4,405		115,411
Capital Product Partners LP	6,252		48,891
Carrizo Oil & Gas, Inc. (a)	2,976		117,433
Ceres, Inc. (a)	1,414		396
Clean Energy Fuels Corp. (a)(d)	5,527		31,725
Diamondback Energy, Inc. (a)	3,709		209,188
Dorchester Minerals LP	2,154		55,638
Dynagas LNG Partners LP	1,052		18,841
Eagle Rock Energy Partners LP	11,287		32,281
Energy XXI (Bermuda) Ltd.	6,017		24,128
Escalera Resources Co. (a)	675		763
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
EV Energy Partners LP	2,955		$ 83,715
FX Energy, Inc. (a)(d)	2,900		7,540
Gevo, Inc. (a)	1,558		686
Golar LNG Ltd. (d)	6,040		250,781
Golar LNG Partners LP	3,133		103,076
Green Plains, Inc.	2,725		81,777
Gulf Coast Ultra Deep Royalty Trust (a)	18,970		27,886
Gulfport Energy Corp. (a)	5,607		267,622
Hallador Energy Co.	1,781		19,413
Isramco, Inc. (a)	160		21,763
Ivanhoe Energy, Inc. (a)	1,063		1,004
Legacy Reserves LP	4,159		74,155
LINN Energy LLC/LINN Energy Finance Corp.	15,366		280,430
LinnCo LLC (d)	8,537		140,092
Marlin Midstream Partners LP	1,205		21,702
Martin Midstream Partners LP	2,527		88,521
Memorial Production Partners LP	4,910		67,562
Memorial Resource Development Corp.	12,616		272,506
Mid-Con Energy Partners LP	1,488		17,469
Pacific Ethanol, Inc. (a)(d)	1,188		13,816
PDC Energy, Inc. (a)	2,378		70,175
PrimeEnergy Corp. (a)	275		18,769
Renewable Energy Group, Inc. (a)(d)	2,608		24,828
Rex Energy Corp. (a)(d)	3,975		27,905
Rosetta Resources, Inc. (a)	3,889		114,414
SinoCoking Coal and Coke Chemical Industries, Inc. (a)(d)	1,250		4,363
Solazyme, Inc. (a)(d)	5,852		13,460
StealthGas, Inc. (a)	1,856		13,475
TransGlobe Energy Corp.	4,332		14,093
U.S. Energy Corp. (a)	1,788		2,968
Uranium Resources, Inc. (a)(d)	1,455		2,968
Vanguard Natural Resources LLC	4,160		96,595
Vertex Energy, Inc. (a)(d)	2,360		8,638
Viper Energy Partners LP	4,760		85,537
Warren Resources, Inc. (a)	4,281		8,776
Westmoreland Coal Co. (a)	1,060		39,792
ZaZa Energy Corp. (a)(d)	621		1,397
			3,728,816
TOTAL ENERGY			4,391,327
Common Stocks - continued
	Shares		Value
FINANCIALS - 6.4%
Banks - 2.7%
1st Source Corp.	1,836		$ 56,035
Access National Corp.	388		6,782
American National Bankshares, Inc.	1,229		28,943
American River Bankshares (a)	826		7,731
Ameris Bancorp	1,840		46,276
Ames National Corp.	561		13,245
Arrow Financial Corp.	767		19,842
Associated Banc-Corp.	9,836		181,769
BancFirst Corp.	1,000		64,010
Bancorp, Inc., Delaware (a)	2,185		19,578
Bank of Kentucky Financial Corp.	353		16,453
Bank of Marin Bancorp	717		36,424
Bank of the Ozarks, Inc.	5,003		181,109
Banner Bank	1,389		57,213
BBCN Bancorp, Inc.	5,506		76,644
BCB Bancorp, Inc.	1,106		13,670
Blue Hills Bancorp, Inc. (a)	1,041		13,762
BNC Bancorp	1,989		33,753
BOK Financial Corp.	4,711		303,624
Boston Private Financial Holdings, Inc.	5,660		72,222
Bridge Bancorp, Inc.	830		21,157
Bridge Capital Holdings (a)	1,809		41,679
Bryn Mawr Bank Corp.	950		27,959
BSB Bancorp, Inc. (a)	1,354		25,591
Camden National Corp.	714		25,804
Capital Bank Financial Corp.:
rights (a)	631		0
Series A (a)	2,528		64,085
Capital City Bank Group, Inc.	1,456		21,054
Cardinal Financial Corp.	2,106		38,477
Cascade Bancorp (a)	5,235		25,547
Cathay General Bancorp	5,160		130,961
Centerstate Banks of Florida, Inc.	4,408		49,281
Central Valley Community Bancorp	1,459		15,320
Century Bancorp, Inc. Class A (non-vtg.)	264		10,275
Chemical Financial Corp.	2,378		68,891
Citizens & Northern Corp.	1,733		33,742
City Holding Co. (d)	1,137		49,721
CNB Financial Corp., Pennsylvania	1,131		19,973
CoBiz, Inc.	1,986		22,799
Colony Bankcorp, Inc. (a)	700		5,481
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Columbia Banking Systems, Inc.	3,310		$ 90,926
Commerce Bancshares, Inc. (d)	5,389		230,757
Community Trust Bancorp, Inc.	1,344		48,626
CommunityOne Bancorp (a)	1,236		12,879
ConnectOne Bancorp, Inc.	1,784		32,968
CU Bancorp (a)	730		14,308
Customers Bancorp, Inc. (d)	1,926		34,668
CVB Financial Corp. (d)	6,288		95,389
Eagle Bancorp, Inc. (a)	1,788		61,364
East West Bancorp, Inc.	9,160		336,813
Eastern Virginia Bankshares, Inc. (a)	528		3,416
Enterprise Bancorp, Inc.	558		13,046
Enterprise Financial Services Corp.	1,400		26,600
Farmers Capital Bank Corp. (a)	876		19,964
Farmers National Banc Corp.	1,859		15,690
Fidelity Southern Corp.	1,379		21,071
Fifth Third Bancorp	53,464		1,075,696
Financial Institutions, Inc.	1,385		32,838
First Bancorp, North Carolina	1,783		30,454
First Busey Corp.	8,366		54,797
First Business Finance Services, Inc.	339		14,655
First Citizen Bancshares, Inc.	561		142,270
First Community Bancshares, Inc.	1,704		26,344
First Connecticut Bancorp, Inc.	1,079		16,142
First Financial Bancorp, Ohio	4,462		79,022
First Financial Bankshares, Inc. (d)	4,266		128,705
First Financial Corp., Indiana	900		30,123
First Interstate Bancsystem, Inc.	1,106		31,101
First Merchants Corp.	3,016		64,693
First Midwest Bancorp, Inc., Delaware	4,756		79,568
First NBC Bank Holding Co. (a)	1,050		38,220
First Niagara Financial Group, Inc.	22,075		180,353
First of Long Island Corp.	911		23,030
First Security Group, Inc. (a)	7,262		14,524
First South Bancorp, Inc., Virginia	750		6,008
FirstMerit Corp.	10,688		191,208
Flushing Financial Corp.	2,150		41,323
Fulton Financial Corp.	11,004		131,388
German American Bancorp, Inc.	1,026		28,995
Glacier Bancorp, Inc.	4,732		129,562
Great Southern Bancorp, Inc.	1,129		42,089
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Green Bancorp, Inc.	1,825		$ 28,999
Grupo Financiero Galicia SA sponsored ADR (d)	2,582		41,338
Guaranty Bancorp	1,191		17,651
Hampton Roads Bankshares, Inc. (a)	17,153		27,616
Hancock Holding Co.	4,853		158,742
Hanmi Financial Corp.	2,211		44,441
Heartland Financial U.S.A., Inc.	1,200		30,084
Heritage Commerce Corp.	2,269		18,697
Heritage Financial Corp., Washington	2,241		37,940
Heritage Oaks Bancorp	2,560		18,611
Home Bancshares, Inc.	4,259		134,883
HomeTrust Bancshares, Inc. (a)	2,550		39,908
Horizon Bancorp Industries	832		20,276
Huntington Bancshares, Inc.	50,532		510,879
IBERIABANK Corp.	1,955		127,701
Independent Bank Corp.	1,437		17,460
Independent Bank Corp., Massachusetts	1,410		55,878
Independent Bank Group, Inc.	1,268		54,397
International Bancshares Corp.	4,225		107,822
Intervest Bancshares Corp. Class A	1,713		16,942
Investors Bancorp, Inc.	22,407		242,220
Lakeland Bancorp, Inc.	2,311		25,490
Lakeland Financial Corp.	1,375		54,436
LCNB Corp.	1,714		24,767
Macatawa Bank Corp.	5,697		28,827
MainSource Financial Group, Inc.	835		14,880
MB Financial, Inc.	4,605		145,058
MBT Financial Corp. (a)	1,837		9,001
Mercantile Bank Corp.	1,568		30,059
Merchants Bancshares, Inc.	408		11,632
Metro Bancorp, Inc. (a)	650		16,283
Middleburg Financial Corp.	1,258		23,147
MidWestOne Financial Group, Inc.	908		24,979
MutualFirst Financial, Inc.	576		12,298
National Bankshares, Inc.	558		16,757
National Penn Bancshares, Inc.	9,836		100,327
NBT Bancorp, Inc.	2,808		68,262
NewBridge Bancorp (a)	2,276		18,390
Northrim Bancorp, Inc.	636		17,401
Old Line Bancshares, Inc.	1,195		18,367
Old National Bancorp, Indiana	8,610		122,262
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Old Second Bancorp, Inc. (a)	4,464		$ 21,070
OmniAmerican Bancorp, Inc.	706		18,970
Opus Bank (d)	1,704		45,821
Orrstown Financial Services, Inc. (a)	1,358		22,774
Pacific Continental Corp.	750		10,395
Pacific Mercantile Bancorp (a)	2,710		18,428
Pacific Premier Bancorp, Inc. (a)	1,853		29,481
PacWest Bancorp (d)	6,625		308,063
Palmetto Bancshares, Inc.	1,328		20,850
Park Sterling Corp.	3,332		23,790
Peapack-Gladstone Financial Corp.	1,063		18,858
Penns Woods Bancorp, Inc.	742		32,945
Peoples Bancorp, Inc.	676		16,366
Peoples Financial Services Corp.	440		21,019
Pinnacle Financial Partners, Inc.	2,513		94,665
Popular, Inc. (a)	6,625		216,240
Preferred Bank, Los Angeles	835		21,309
Premier Financial Bancorp, Inc.	1,011		15,964
PrivateBancorp, Inc.	4,830		151,904
Renasant Corp.	1,858		52,358
Republic Bancorp, Inc., Kentucky Class A	1,436		32,612
Republic First Bancorp, Inc. (a)	1,845		6,993
Royal Bancshares of Pennsylvania, Inc. Class A (a)	2,507		4,262
S&T Bancorp, Inc.	1,855		50,975
Sandy Spring Bancorp, Inc.	1,682		39,981
Seacoast Banking Corp., Florida (a)	2,625		33,285
ServisFirst Bancshares, Inc.	1,937		61,209
Shore Bancshares, Inc. (a)	500		4,720
Sierra Bancorp	800		12,696
Signature Bank (a)	3,237		392,551
Simmons First National Corp. Class A	1,156		46,783
South State Corp.	1,583		98,035
Southern National Bancorp of Virginia, Inc.	1,427		16,724
Southside Bancshares, Inc.	1,516		49,012
Southwest Bancorp, Inc., Oklahoma	1,611		27,226
Square 1 Financial, Inc. Class A	2,583		55,225
State Bank Financial Corp.	3,007		55,930
Stock Yards Bancorp, Inc.	1,559		48,781
Stonegate Bank	1,107		30,454
Suffolk Bancorp	932		19,283
Summit Financial Group, Inc. (a)	675		7,749
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Sun Bancorp, Inc. (a)	958		$ 17,771
Susquehanna Bancshares, Inc.	11,404		150,191
SVB Financial Group (a)	3,225		339,109
Talmer Bancorp, Inc. Class A	4,315		60,022
Texas Capital Bancshares, Inc. (a)	2,735		150,781
The First Bancorp, Inc.	1,031		18,012
TowneBank (d)	2,103		30,304
Trico Bancshares	1,740		43,169
TriState Capital Holdings, Inc. (a)	2,540		25,654
Trustmark Corp.	4,401		102,719
UMB Financial Corp.	2,979		165,305
Umpqua Holdings Corp. (d)	13,905		236,246
Union Bankshares Corp.	3,061		70,525
United Bankshares, Inc., West Virginia	4,716		164,588
United Community Bank, Inc.	3,762		66,211
United Security Bancshares, Inc.	775		6,626
United Security Bancshares, California	1,833		9,770
Univest Corp. of Pennsylvania	1,181		22,911
ViewPoint Financial Group	2,500		59,600
Washington Trust Bancorp, Inc.	1,326		47,988
WesBanco, Inc.	1,915		63,597
West Bancorp., Inc.	1,125		17,573
Westamerica Bancorp.	1,763		85,682
Wilshire Bancorp, Inc.	7,141		68,411
Wintrust Financial Corp.	3,061		136,796
Zions Bancorporation	12,742		357,541
			12,946,441
Capital Markets - 0.9%
BGC Partners, Inc. Class A	12,900		112,359
Calamos Asset Management, Inc. Class A	1,561		21,058
Capital Southwest Corp.	1,328		49,455
Capitala Finance Corp.	1,135		21,440
Carlyle Group LP	4,375		125,256
CIFI Corp.	1,657		14,648
CM Finance, Inc.	764		9,695
Cowen Group, Inc. Class A (a)	7,500		31,800
Diamond Hill Investment Group, Inc.	281		38,126
E*TRADE Financial Corp. (a)	18,315		417,765
FBR & Co. (a)	1,052		26,237
Financial Engines, Inc. (d)	3,260		106,537
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Harris & Harris Group, Inc. (a)	2,075		$ 6,038
Horizon Technology Finance Corp. (d)	2,025		28,451
INTL FCStone, Inc. (a)	1,264		22,310
LPL Financial	6,490		276,928
Northern Trust Corp.	15,405		1,043,381
SEI Investments Co.	10,954		434,107
T. Rowe Price Group, Inc.	17,225		1,437,771
U.S. Global Investments, Inc. Class A	1,788		5,489
Virtus Investment Partners, Inc.	589		90,706
WisdomTree Investments, Inc.	8,725		132,533
			4,452,090
Consumer Finance - 0.3%
Asta Funding, Inc. (a)	856		7,319
Atlanticus Holdings Corp. (a)	1,777		4,265
Consumer Portfolio Services, Inc. (a)	1,675		12,261
Credit Acceptance Corp. (a)(d)	1,329		199,018
Encore Capital Group, Inc. (a)	1,531		65,695
EZCORP, Inc. (non-vtg.) Class A (a)(d)	3,080		33,541
First Cash Financial Services, Inc. (a)	1,832		105,853
Navient Corp.	27,394		574,178
Nicholas Financial, Inc. (a)	889		11,041
PRA Group, Inc. (a)(d)	3,259		190,717
QC Holdings, Inc.	1,376		2,491
SLM Corp.	27,537		266,558
World Acceptance Corp. (a)(d)	539		41,142
			1,514,079
Diversified Financial Services - 0.7%
California First National Bancorp	775		10,982
CBOE Holdings, Inc.	5,776		346,040
CME Group, Inc.	21,767		1,842,359
Interactive Brokers Group, Inc.	4,129		112,804
Life Partners Holdings, Inc.	1,128		1,602
MarketAxess Holdings, Inc.	2,406		157,761
Marlin Business Services Corp.	1,191		22,200
NewStar Financial, Inc. (a)	3,406		38,283
PICO Holdings, Inc. (a)	1,511		27,682
Resource America, Inc. Class A	1,125		9,979
The NASDAQ OMX Group, Inc.	11,180		502,094
Viewtran Group, Inc. (a)(d)	2,575		3,888
			3,075,674
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - 0.7%
AMBAC Financial Group, Inc. (a)	2,861		$ 70,266
American National Insurance Co.	1,864		213,950
Amerisafe, Inc.	1,156		48,194
Amtrust Financial Services, Inc. (d)	4,777		245,156
Arch Capital Group Ltd. (a)	8,585		492,092
Argo Group International Holdings, Ltd.	1,556		87,821
Atlas Financial Holdings, Inc. (a)	1,487		21,829
Baldwin & Lyons, Inc. Class B	936		23,915
Cincinnati Financial Corp.	10,413		530,542
CNinsure, Inc. ADR (a)	2,337		14,583
Donegal Group, Inc. Class A	2,497		39,128
eHealth, Inc. (a)	1,362		35,235
EMC Insurance Group	1,053		31,348
Enstar Group Ltd. (a)	1,088		158,794
Erie Indemnity Co. Class A	3,182		277,566
Federated National Holding Co.	878		22,178
Global Indemnity PLC (a)	900		24,219
Greenlight Capital Re, Ltd. (a)	2,471		77,886
Hallmark Financial Services, Inc. (a)	1,327		15,645
Infinity Property & Casualty Corp.	801		58,201
Investors Title Co.	143		10,353
Kansas City Life Insurance Co.	850		40,469
Maiden Holdings Ltd.	5,375		70,198
National General Holdings Corp.	6,917		129,694
National Interstate Corp.	1,608		46,037
National Western Life Insurance Co. Class A	275		70,634
Navigators Group, Inc. (a)	789		57,636
Safety Insurance Group, Inc.	1,033		61,484
Selective Insurance Group, Inc.	3,581		95,863
State Auto Financial Corp.	2,631		51,778
United Fire Group, Inc.	1,830		51,002
United Insurance Holdings Corp.	1,988		37,275
			3,210,971
Real Estate Investment Trusts - 0.5%
American Capital Agency Corp.	22,313		514,872
American Capital Mortgage Investment Corp.	2,641		53,005
American Realty Capital Heathcare Trust, Inc.	10,545		119,475
American Realty Capital Properties, Inc.	59,268		557,119
CareTrust (REIT), Inc.	1,335		21,587
CIM Commercial Trust Corp. (d)	6,359		116,306
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
CyrusOne, Inc.	2,662		$ 73,072
Gaming & Leisure Properties	7,250		231,275
Gladstone Commercial Corp.	880		15,558
New York Mortgage Trust, Inc. (d)	5,558		44,686
Potlatch Corp.	2,577		107,074
Retail Opportunity Investments Corp.	6,829		112,405
Sabra Health Care REIT, Inc.	3,547		100,416
Trade Street Residential, Inc. (d)	2,500		18,900
United Development Funding IV	1,716		33,256
			2,119,006
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA (a)(d)	1,485		77,636
AV Homes, Inc. (a)	2,433		36,422
China HGS Real Estate, Inc. (a)(d)	3,500		13,335
China Housing & Land Development, Inc. (a)(d)	2,882		2,363
Cresud S.A.C.I.F. y A. sponsored ADR	3,208		37,822
Elbit Imaging Ltd. (a)	111		222
FirstService Corp. (sub. vtg.)	2,105		112,420
Griffin Land & Nurseries, Inc.	193		5,126
Stratus Properties, Inc. (a)	436		5,821
			291,167
Thrifts & Mortgage Finance - 0.5%
America First Tax Exempt Investors LP	5,604		31,270
ASB Bancorp, Inc. (a)	554		11,745
Bank Mutual Corp.	3,380		21,835
BankFinancial Corp.	1,981		22,564
Bear State Financial, Inc.	1,899		19,883
Beneficial Mutual Bancorp, Inc. (a)	5,735		77,996
BofI Holding, Inc. (a)(d)	1,000		78,920
Brookline Bancorp, Inc., Delaware	4,735		45,030
Capitol Federal Financial, Inc.	9,614		120,367
Charter Financial Corp.	1,759		19,701
Clifton Bancorp, Inc.	2,227		28,149
Dime Community Bancshares, Inc.	2,013		30,497
ESB Financial Corp.	1,434		25,755
ESSA Bancorp, Inc.	1,033		11,673
First Defiance Financial Corp.	551		16,569
First Financial Northwest, Inc.	1,335		15,686
Fox Chase Bancorp, Inc.	1,133		18,751
Franklin Financial Corp./VA (a)	1,125		22,354
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Heritage Financial Group, Inc.	1,405		$ 29,547
Hingham Institution for Savings	76		6,330
HMN Financial, Inc. (a)	356		4,486
Home Bancorp, Inc.	711		16,353
Home Loan Servicing Solutions Ltd.	4,864		95,043
HomeStreet, Inc.	1,158		18,887
Hudson City Bancorp, Inc.	34,228		335,092
Kearny Financial Corp. (a)	4,257		60,237
Meridian Bancorp, Inc. (a)	5,133		56,258
Meta Financial Group, Inc.	380		13,376
NMI Holdings, Inc. (a)(d)	3,816		33,237
Northfield Bancorp, Inc.	3,663		51,612
Northwest Bancshares, Inc.	5,813		73,186
OceanFirst Financial Corp.	2,304		37,117
Oconee Federal Financial Corp. (d)	526		9,941
Oritani Financial Corp.	2,825		41,104
People's United Financial, Inc.	19,223		284,116
Provident Financial Holdings, Inc.	711		10,523
Pulaski Financial Corp.	1,051		12,339
Riverview Bancorp, Inc. (a)	2,200		9,262
Severn Bancorp, Inc. (a)	1,331		6,069
SI Financial Group, Inc.	1,784		19,642
Territorial Bancorp, Inc.	1,000		20,820
TFS Financial Corp.	19,858		301,246
Tree.com, Inc. (a)	781		35,348
Trustco Bank Corp., New York	7,358		50,108
United Community Financial Corp.	2,482		12,708
United Financial Bancorp, Inc. New	3,095		42,649
Washington Federal, Inc.	6,990		151,264
Waterstone Financial, Inc.	2,840		35,102
Westfield Financial, Inc.	3,490		25,582
WSFS Financial Corp.	763		57,301
			2,574,630
TOTAL FINANCIALS			30,184,058
HEALTH CARE - 16.3%
Biotechnology - 10.5%
ACADIA Pharmaceuticals, Inc. (a)(d)	6,900		206,103
Acceleron Pharma, Inc. (a)	2,057		79,688
Achillion Pharmaceuticals, Inc. (a)(d)	5,513		70,952
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Acorda Therapeutics, Inc. (a)	2,475		$ 90,214
Adamas Pharmaceuticals, Inc.	1,844		27,088
Aegerion Pharmaceuticals, Inc. (a)	1,931		40,686
AEterna Zentaris, Inc. (sub. vtg.) (a)	1,688		875
Agenus, Inc. (a)	7,205		21,327
Agios Pharmaceuticals, Inc. (a)	2,283		230,149
Akebia Therapeutics, Inc. (a)	1,731		20,910
Alder Biopharmaceuticals, Inc.	2,435		39,739
Alexion Pharmaceuticals, Inc. (a)	12,918		2,517,718
Alkermes PLC (a)(d)	9,544		525,111
Alnylam Pharmaceuticals, Inc. (a)	4,919		494,605
AMAG Pharmaceuticals, Inc. (a)(d)	1,355		50,406
Amarin Corp. PLC ADR (a)(d)	8,954		11,551
Amgen, Inc.	49,278		8,146,146
Amicus Therapeutics, Inc. (a)	6,765		53,646
Anacor Pharmaceuticals, Inc. (a)(d)	2,636		90,889
Applied Genetic Technologies Corp. (d)	1,291		26,065
Ardelyx, Inc.	1,188		31,803
Arena Pharmaceuticals, Inc. (a)(d)	14,130		59,205
Argos Therapeutics, Inc. (a)	1,535		12,894
ARIAD Pharmaceuticals, Inc. (a)(d)	11,658		82,888
ArQule, Inc. (a)	4,811		6,351
Array BioPharma, Inc. (a)(d)	6,901		27,811
Arrowhead Research Corp. (a)(d)	3,005		17,489
Atara Biotherapeutics, Inc.	1,562		42,174
Athersys, Inc. (a)(d)	4,095		5,856
Auspex Pharmaceuticals, Inc. (d)	1,538		37,266
Avalanche Biotechnologies, Inc. (a)(d)	1,188		46,914
AVEO Pharmaceuticals, Inc. (a)	2,605		2,331
BIND Therapeutics, Inc. (a)	1,028		6,682
BioCryst Pharmaceuticals, Inc. (a)(d)	5,716		61,790
Biogen Idec, Inc. (a)	15,289		4,704,272
BioMarin Pharmaceutical, Inc. (a)	9,489		851,353
Biospecifics Technologies Corp. (a)	410		15,547
Biota Pharmaceuticals, Inc. (a)	3,266		7,218
Bluebird Bio, Inc. (a)	1,861		76,729
Cancer Genetics, Inc. (a)	782		4,387
Cara Therapeutics, Inc.	1,594		14,729
Celgene Corp. (a)	51,908		5,901,421
Celladon Corp. (a)	1,275		15,657
Celldex Therapeutics, Inc. (a)(d)	5,967		121,011
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Cellular Dynamics International, Inc. (a)	1,387		$ 9,154
Celsion Corp. (a)(d)	641		1,711
Cepheid, Inc. (a)(d)	4,538		249,953
ChemoCentryx, Inc. (a)	2,626		12,106
Chimerix, Inc. (a)(d)	3,058		107,764
China Biologic Products, Inc. (a)	1,660		113,677
Clovis Oncology, Inc. (a)(d)	2,250		107,055
Coherus BioSciences, Inc.	2,604		35,753
Conatus Pharmaceuticals, Inc. (a)(d)	1,359		11,565
Concert Pharmaceuticals, Inc. (d)	1,740		21,924
Coronado Biosciences, Inc. (a)	2,334		5,438
CTI BioPharma Corp. (a)	8,502		18,619
Cubist Pharmaceuticals, Inc. (a)	4,883		370,180
Cubist Pharmaceuticals, Inc. rights (a)	1,695		0
Curis, Inc. (a)	4,231		6,262
Cyclacel Pharmaceuticals, Inc. (a)	537		1,590
Cytokinetics, Inc. (a)	1,928		9,004
Cytori Therapeutics, Inc. (a)	3,000		1,290
CytRx Corp. (a)(d)	1,428		3,584
Dicerna Pharmaceuticals, Inc.	1,000		11,820
Discovery Laboratories, Inc. (a)(d)	8,526		13,386
Dyax Corp. (a)	8,234		115,605
Dynavax Technologies Corp. (a)	1,972		29,304
Eagle Pharmaceuticals, Inc.	1,303		16,431
Eleven Biotherapeutics, Inc.	1,251		14,236
Enanta Pharmaceuticals, Inc. (a)(d)	1,435		67,359
Enzymotec Ltd. (a)	1,500		12,285
Epizyme, Inc. (a)(d)	2,666		60,945
Esperion Therapeutics, Inc. (a)	1,351		42,732
Exact Sciences Corp. (a)(d)	5,028		124,795
Exelixis, Inc. (a)(d)	12,962		21,517
Fate Therapeutics, Inc. (a)	1,611		6,041
FibroGen, Inc.	3,453		78,210
Five Prime Therapeutics, Inc. (a)	1,028		21,136
Flexion Therapeutics, Inc.	1,244		21,335
Foundation Medicine, Inc. (a)(d)	1,686		39,823
Galectin Therapeutics, Inc. (a)(d)	1,365		5,419
Galena Biopharma, Inc. (a)(d)	4,810		8,562
Galmed Pharmaceuticals Ltd. (a)	1,166		6,879
Genocea Biosciences, Inc. (d)	1,291		11,709
Genomic Health, Inc. (a)(d)	1,925		64,026
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
GenVec, Inc. (a)	653		$ 1,463
Geron Corp. (a)(d)	8,625		31,740
Gilead Sciences, Inc. (a)	98,076		9,838,984
GlycoMimetics, Inc.	1,438		13,920
Grifols SA ADR	5,196		193,499
GTx, Inc. (a)(d)	4,802		3,073
Halozyme Therapeutics, Inc. (a)(d)	7,607		66,789
Harvard Apparatus (a)	826		2,792
Heron Therapeutics, Inc. (a)(d)	1,845		14,225
Hyperion Therapeutics, Inc. (a)	1,483		30,387
Idera Pharmaceuticals, Inc. (a)(d)	3,383		10,521
Ignyta, Inc. (a)	2,093		14,253
Immune Design Corp. (a)	1,630		51,850
ImmunoGen, Inc. (a)(d)	6,230		64,107
Immunomedics, Inc. (a)(d)	6,206		25,631
Incyte Corp. (a)(d)	10,818		817,300
Infinity Pharmaceuticals, Inc. (a)	2,936		44,069
Inovio Pharmaceuticals, Inc. (a)(d)	3,694		35,758
Insmed, Inc. (a)	2,786		39,310
Insys Therapeutics, Inc. (a)	2,155		83,463
Intercept Pharmaceuticals, Inc. (a)(d)	1,381		198,491
Ironwood Pharmaceuticals, Inc. Class A (a)(d)	8,311		115,024
Isis Pharmaceuticals, Inc. (a)(d)	7,500		388,425
Kamada (a)	2,811		8,967
Karyopharm Therapeutics, Inc. (d)	2,317		97,036
Keryx Biopharmaceuticals, Inc. (a)(d)	6,767		107,595
Kindred Biosciences, Inc.	1,885		18,134
Kite Pharma, Inc. (d)	2,415		101,382
KYTHERA Biopharmaceuticals, Inc. (a)(d)	1,405		53,741
Lexicon Pharmaceuticals, Inc. (a)(d)	31,083		31,705
Ligand Pharmaceuticals, Inc.:
Class B (a)(d)	1,460		78,621
General CVR (a)	1,530		81
Glucagon CVR (a)	1,530		199
rights (a)	1,530		11
TR Beta CVR (a)	1,530		17
Lpath, Inc. (a)(d)	2,391		6,145
Macrogenics, Inc. (a)	1,881		53,157
MannKind Corp. (a)(d)	25,755		158,393
Medivation, Inc. (a)	5,037		583,738
MEI Pharma, Inc. (a)	1,504		9,611
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Merrimack Pharmaceuticals, Inc. (a)(d)	8,670		$ 79,417
MiMedx Group, Inc. (a)(d)	5,830		64,480
Mirati Therapeutics, Inc. (a)	1,726		25,579
Momenta Pharmaceuticals, Inc. (a)	3,885		45,571
Myriad Genetics, Inc. (a)(d)	4,977		166,879
Nanosphere, Inc. (a)	2,631		1,000
Neurocrine Biosciences, Inc. (a)	6,137		122,310
NewLink Genetics Corp. (a)(d)	1,676		65,465
Northwest Biotherapeutics, Inc. (a)(d)	2,534		13,582
Novavax, Inc. (a)(d)	14,206		75,860
NPS Pharmaceuticals, Inc. (a)	7,311		242,579
Nymox Pharmaceutical Corp. (a)	1,950		1,073
Ohr Pharmaceutical, Inc. (a)(d)	1,433		10,891
OncoGenex Pharmaceuticals, Inc. (a)	475		1,002
Oncolytics Biotech, Inc. (a)	3,460		2,390
OncoMed Pharmaceuticals, Inc. (a)	2,039		44,919
Onconova Therapeutics, Inc. (a)(d)	1,680		7,980
Oncothyreon, Inc. (a)	4,009		7,016
Ophthotech Corp. (a)	2,056		88,716
Orexigen Therapeutics, Inc. (a)(d)	10,327		59,793
Osiris Therapeutics, Inc. (a)(d)	2,525		33,204
Otonomy, Inc.	1,428		34,286
OvaScience, Inc. (a)(d)	1,436		36,273
PDL BioPharma, Inc. (d)	10,000		82,600
Peregrine Pharmaceuticals, Inc. (a)(d)	12,843		19,008
Pharmacyclics, Inc. (a)(d)	4,925		686,496
Pluristem Therapeutics, Inc. (a)	4,201		10,671
Portola Pharmaceuticals, Inc. (a)	3,076		86,497
Prana Biotechnology Ltd. ADR (a)(d)	1,451		2,336
Progenics Pharmaceuticals, Inc. (a)(d)	3,586		24,959
ProQR Therapeutics BV (a)	2,172		32,949
Prosensa Holding BV (a)(d)	2,775		54,862
Prothena Corp. PLC (a)	1,481		35,899
PTC Therapeutics, Inc. (a)	2,133		95,452
QLT, Inc. (a)	3,903		15,495
Radius Health, Inc. (a)	2,144		52,957
Raptor Pharmaceutical Corp. (a)(d)	3,491		33,583
Receptos, Inc. (a)	1,843		249,358
Regado Biosciences, Inc. (a)(d)	1,886		1,559
Regeneron Pharmaceuticals, Inc. (a)(d)	6,459		2,687,654
Regulus Therapeutics, Inc. (a)(d)	3,406		63,828
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Repligen Corp. (a)(d)	2,326		$ 53,196
Retrophin, Inc. (a)	1,157		11,686
Rigel Pharmaceuticals, Inc. (a)	4,356		9,322
Sage Therapeutics, Inc. (a)(d)	1,486		58,756
Sangamo Biosciences, Inc. (a)(d)	4,242		51,243
Sarepta Therapeutics, Inc. (a)(d)	3,140		53,192
Seattle Genetics, Inc. (a)(d)	8,179		298,043
SIGA Technologies, Inc. (a)	5,059		8,600
Sinovac Biotech Ltd. (a)(d)	3,953		19,686
Sorrento Therapeutics, Inc. (a)	1,632		6,283
Spectrum Pharmaceuticals, Inc. (a)	3,981		28,703
Stemline Therapeutics, Inc. (a)	1,002		14,910
Sunesis Pharmaceuticals, Inc. (a)(d)	4,137		9,681
Synageva BioPharma Corp. (a)(d)	2,350		190,820
Synergy Pharmaceuticals, Inc. (a)(d)	5,482		16,336
Synta Pharmaceuticals Corp. (a)(d)	9,627		30,518
T2 Biosystems, Inc.	1,428		25,590
Targacept, Inc. (a)	1,776		4,316
Tekmira Pharmaceuticals Corp. (a)(d)	1,312		19,916
TESARO, Inc. (a)(d)	2,854		98,492
TetraLogic Pharmaceuticals Corp.	2,142		10,367
TG Therapeutics, Inc. (a)	2,675		39,911
Threshold Pharmaceuticals, Inc. (a)	3,903		11,319
Tokai Pharmaceuticals, Inc.	1,630		23,912
Transition Therapeutics, Inc. (a)	2,784		17,790
Trevena, Inc.	2,214		11,557
Ultragenyx Pharmaceutical, Inc.	2,136		93,108
uniQure B.V.	1,742		26,217
United Therapeutics Corp. (a)	3,031		401,820
Vanda Pharmaceuticals, Inc. (a)	2,308		30,073
Verastem, Inc. (a)(d)	1,184		11,011
Versartis, Inc. (a)	1,995		35,950
Vertex Pharmaceuticals, Inc. (a)	15,410		1,816,531
Vical, Inc. (a)	3,425		3,733
Vital Therapies, Inc.	1,567		32,453
Xencor, Inc.	1,566		17,555
XOMA Corp. (a)(d)	5,564		31,659
Zafgen, Inc. (d)	1,233		29,111
ZIOPHARM Oncology, Inc. (a)(d)	7,214		30,371
			49,321,602
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - 1.4%
Abaxis, Inc.	1,330		$ 76,342
Abiomed, Inc. (a)(d)	2,650		94,128
Accuray, Inc. (a)(d)	4,107		28,297
Align Technology, Inc. (a)	5,086		289,393
Alphatec Holdings, Inc. (a)	7,008		8,970
Analogic Corp.	850		61,914
Angiodynamics, Inc. (a)	2,577		45,098
Anika Therapeutics, Inc. (a)	962		39,336
Antares Pharma, Inc. (a)(d)	9,187		21,130
Atricure, Inc. (a)	1,945		36,430
Atrion Corp.	135		43,876
BioLase Technology, Inc.	1,913		4,916
Cardica, Inc. (a)	5,286		3,185
Cardiovascular Systems, Inc. (a)	2,464		75,546
Cerus Corp. (a)(d)	5,357		24,267
CONMED Corp.	1,914		81,211
Cutera, Inc. (a)	701		7,108
Cyberonics, Inc. (a)	1,779		94,732
Cynosure, Inc. Class A (a)	1,657		45,683
DENTSPLY International, Inc.	9,341		513,568
Derma Sciences, Inc. (a)	2,208		18,128
DexCom, Inc. (a)	4,732		243,509
Endologix, Inc. (a)(d)	3,900		50,037
EnteroMedics, Inc. (a)(d)	3,702		5,146
Exactech, Inc. (a)	1,261		27,969
Fonar Corp. (a)	506		5,996
Genmark Diagnostics, Inc. (a)(d)	2,578		29,286
Hansen Medical, Inc. (a)(d)	5,560		4,648
HeartWare International, Inc. (a)(d)	1,163		85,515
Hologic, Inc. (a)(d)	18,686		500,785
ICU Medical, Inc. (a)	1,204		100,763
IDEXX Laboratories, Inc. (a)	3,228		482,102
Imris, Inc. (a)	4,380		1,095
Inogen, Inc.	1,764		42,848
Insulet Corp. (a)(d)	3,618		168,563
Integra LifeSciences Holdings Corp. (a)	2,379		117,142
Intuitive Surgical, Inc. (a)	2,334		1,208,475
K2M Group Holdings, Inc.	2,288		43,266
Ldr Holding Corp. (a)(d)	1,734		56,580
LeMaitre Vascular, Inc.	2,582		19,107
Lumenis Ltd. Class B	1,528		15,509
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Masimo Corp. (a)(d)	3,657		$ 95,996
Mazor Robotics Ltd. sponsored ADR (a)	570		6,099
Meridian Bioscience, Inc.	2,756		45,336
Merit Medical Systems, Inc. (a)	2,507		37,104
Natus Medical, Inc. (a)	1,786		61,135
Neogen Corp. (a)	2,237		99,121
Neovasc, Inc. (a)	3,392		21,447
Novadaq Technologies, Inc. (a)	3,814		54,731
NuVasive, Inc. (a)	2,930		128,715
NxStage Medical, Inc. (a)	3,881		67,064
Ocular Therapeutix, Inc.	952		16,108
OraSure Technologies, Inc. (a)	2,975		26,805
Orthofix International NV (a)	1,084		30,265
Oxford Immunotec Global PLC (a)(d)	1,332		17,423
PhotoMedex, Inc. (a)(d)	1,585		2,726
Quidel Corp. (a)	2,536		70,653
ReWalk Robotics Ltd. (a)	868		22,898
Rockwell Medical Technologies, Inc. (a)(d)	2,739		24,514
RTI Biologics, Inc. (a)	4,481		21,957
Sirona Dental Systems, Inc. (a)	3,682		318,088
Staar Surgical Co. (a)(d)	2,308		21,257
Stereotaxis, Inc. (a)	363		577
SurModics, Inc. (a)	1,150		24,162
Synergetics U.S.A., Inc. (a)	2,500		8,700
Syneron Medical Ltd. (a)	2,179		22,400
Tandem Diabetes Care, Inc.	1,211		17,111
TearLab Corp. (a)(d)	1,658		4,618
The Spectranetics Corp. (a)(d)	2,403		78,890
Thoratec Corp. (a)	3,750		116,963
Tornier NV (a)	3,500		93,415
Trinity Biotech PLC sponsored ADR	1,610		27,628
TriVascular Technologies, Inc.	2,181		29,378
Unilife Corp. (a)(d)	6,306		19,738
Utah Medical Products, Inc.	330		19,163
Vascular Solutions, Inc. (a)	888		22,839
Veracyte, Inc. (a)	1,316		8,580
Vermillion, Inc. (a)(d)	938		1,482
Volcano Corp. (a)	3,386		37,449
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Wright Medical Group, Inc. (a)	3,469		$ 101,607
Zeltiq Aesthetics, Inc. (a)	2,908		79,592
			6,725,333
Health Care Providers & Services - 1.7%
Acadia Healthcare Co., Inc. (a)(d)	4,011		248,722
Addus HomeCare Corp. (a)	854		19,710
Air Methods Corp. (a)(d)	2,475		109,841
Alliance Healthcare Services, Inc. (a)	753		16,958
Almost Family, Inc. (a)	531		14,661
Amedisys, Inc. (a)	2,776		70,566
AmSurg Corp. (a)	3,208		165,437
Bio-Reference Laboratories, Inc. (a)	2,107		59,628
BioScrip, Inc. (a)(d)	4,802		31,117
BioTelemetry, Inc. (a)	1,936		19,108
Catamaran Corp. (a)	13,526		689,489
Corvel Corp. (a)	1,457		50,500
Cross Country Healthcare, Inc. (a)	1,756		18,737
Express Scripts Holding Co. (a)	48,342		4,019,637
Gentiva Health Services, Inc. (a)	3,033		58,871
HealthEquity, Inc. (a)	3,092		76,774
Healthways, Inc. (a)	2,481		38,654
Henry Schein, Inc. (a)	5,460		749,112
iKang Healthcare Group, Inc. sponsored ADR	1,007		19,002
IPC The Hospitalist Co., Inc. (a)	1,054		46,460
LHC Group, Inc. (a)	1,300		30,563
LifePoint Hospitals, Inc. (a)	2,943		203,626
Magellan Health Services, Inc. (a)	1,830		111,978
MWI Veterinary Supply, Inc. (a)(d)	830		135,639
National Research Corp. Class A (a)	1,806		25,573
NeoStem, Inc. (a)	2,564		10,102
Patterson Companies, Inc.	6,989		336,730
PDI, Inc. (a)	1,025		1,968
Premier, Inc. (a)	2,286		77,770
Providence Service Corp. (a)	1,052		41,165
RadNet, Inc. (a)	3,335		28,081
Sharps Compliance Corp. (a)	1,481		6,457
Surgical Care Affiliates, Inc. (a)	2,426		77,147
The Ensign Group, Inc.	1,335		52,626
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
USMD Holdings, Inc. (a)	727		$ 6,034
VCA, Inc. (a)	5,846		276,691
			7,945,134
Health Care Technology - 0.5%
Allscripts Healthcare Solutions, Inc. (a)	11,933		143,435
athenahealth, Inc. (a)(d)	2,441		286,329
Cerner Corp. (a)	22,010		1,417,444
Computer Programs & Systems, Inc.	711		41,764
HealthStream, Inc. (a)	1,778		50,940
HMS Holdings Corp. (a)(d)	5,811		121,217
MedAssets, Inc. (a)	4,162		80,493
Medidata Solutions, Inc. (a)	3,552		151,706
Merge Healthcare, Inc. (a)	5,654		17,754
Omnicell, Inc. (a)	2,331		75,058
Quality Systems, Inc.	3,804		56,033
			2,442,173
Life Sciences Tools & Services - 0.8%
Accelerate Diagnostics, Inc. (a)	2,926		59,164
Affymetrix, Inc. (a)(d)	5,606		51,183
Albany Molecular Research, Inc. (a)(d)	2,281		37,112
Apricus Biosciences, Inc. (a)(d)	2,284		2,695
Bio-Techne Corp.	2,361		216,291
Bruker BioSciences Corp. (a)	10,933		209,695
Compugen Ltd. (a)	2,455		17,111
Fluidigm Corp. (a)(d)	1,707		52,627
Furiex Pharmaceuticals, Inc. rights (a)	599		5,852
Harvard Bioscience, Inc. (a)	3,304		16,256
ICON PLC (a)	4,034		224,048
Illumina, Inc. (a)	8,995		1,717,056
INC Research Holdings, Inc. Class A	3,125		76,219
Luminex Corp. (a)	2,880		53,280
Nanostring Technologies, Inc. (a)	950		14,165
NeoGenomics, Inc. (a)	4,463		18,923
Pacific Biosciences of California, Inc. (a)	4,130		27,919
PAREXEL International Corp. (a)	3,613		211,397
PRA Health Sciences, Inc.	3,645		79,607
QIAGEN NV (a)	15,026		359,572
Sequenom, Inc. (a)(d)	8,700		26,100
VWR Corp.	8,659		232,148
			3,708,420
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 1.4%
AcelRx Pharmaceuticals, Inc. (a)(d)	2,839		$ 18,908
Achaogen, Inc. (a)	1,365		12,585
Acura Pharmaceuticals, Inc. (a)	2,683		1,395
Aerie Pharmaceuticals, Inc. (a)(d)	1,316		34,703
Akorn, Inc. (a)(d)	7,062		282,974
Alcobra Pharma Ltd. (a)	956		3,489
Alexza Pharmaceuticals, Inc. (a)	605		859
Alimera Sciences, Inc. (a)	3,088		18,127
Amphastar Pharmaceuticals, Inc. (a)	3,568		37,214
ANI Pharmaceuticals, Inc. (a)	678		36,687
Aratana Therapeutics, Inc. (a)	1,641		21,743
Assembly Biosciences, Inc. (a)	243		2,017
AstraZeneca PLC rights (a)	1,845		0
Auxilium Pharmaceuticals, Inc. (a)(d)	3,419		118,161
Avanir Pharmaceuticals, Inc. Class A (a)(d)	12,709		189,618
Bio Path Holdings, Inc. (a)(d)	11,969		29,444
Biodelivery Sciences International, Inc. (a)(d)	2,747		42,166
Cardiome Pharma Corp. (a)	854		7,097
Cempra, Inc. (a)(d)	2,257		32,478
Corcept Therapeutics, Inc. (a)	5,787		17,535
Cumberland Pharmaceuticals, Inc. (a)	1,981		10,242
DepoMed, Inc. (a)	3,853		59,683
Dermira, Inc.	1,086		18,734
Durect Corp. (a)	6,531		6,204
Egalet Corp. (d)	1,189		7,158
Endo Health Solutions, Inc. (a)(d)	9,916		725,554
Endocyte, Inc. (a)	2,133		13,843
Flamel Technologies SA sponsored ADR (a)	1,725		24,650
GW Pharmaceuticals PLC ADR (a)(d)	878		67,984
Horizon Pharma PLC (a)(d)	6,406		81,869
Impax Laboratories, Inc. (a)	4,761		152,114
Imprimis Pharmaceuticals, Inc. (a)(d)	1,187		9,757
Intersect ENT, Inc.	1,428		24,704
Intra-Cellular Therapies, Inc. (a)(d)	1,875		26,944
Jazz Pharmaceuticals PLC (a)	3,945		698,620
MediWound Ltd. (a)	2,752		16,264
Mylan, Inc. (a)	24,283		1,423,227
Nektar Therapeutics (a)	8,752		145,896
NeuroBioPharm, Inc.:
Class A (a)(d)	76		7
warrants (a)(d)	153		0
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Ocera Therapeutics, Inc. (a)	981		$ 7,789
Oculus Innovative Sciences, Inc. (a)	962		1,443
Omeros Corp. (a)(d)	2,009		44,861
Pacira Pharmaceuticals, Inc. (a)(d)	2,228		209,276
Pain Therapeutics, Inc. (a)	3,626		6,563
Pernix Therapeutics Holdings, Inc. (a)(d)	3,056		31,691
Phibro Animal Health Corp. Class A	1,119		34,197
Pozen, Inc.	1,981		17,611
Relypsa, Inc. (d)	1,967		48,959
Repros Therapeutics, Inc. (a)	1,462		12,515
Revance Therapeutics, Inc. (d)	2,108		34,656
Sagent Pharmaceuticals, Inc. (a)(d)	2,351		67,779
Salix Pharmaceuticals Ltd. (a)(d)	4,114		422,467
SciClone Pharmaceuticals, Inc. (a)	3,176		26,964
Shire PLC sponsored ADR	3,397		725,599
Sucampo Pharmaceuticals, Inc. Class A (a)(d)	2,831		33,179
Supernus Pharmaceuticals, Inc. (a)(d)	4,360		38,630
Tetraphase Pharmaceuticals, Inc. (a)	1,934		51,058
The Medicines Company (a)	4,276		114,640
Theravance Biopharma, Inc. (a)	2,188		34,614
Theravance, Inc. (d)	7,667		116,002
VIVUS, Inc. (a)(d)	6,381		21,376
XenoPort, Inc. (a)	6,543		58,233
Zogenix, Inc. (a)(d)	11,417		13,015
ZS Pharma, Inc.	1,188		51,036
			6,644,807
TOTAL HEALTH CARE			76,787,469
INDUSTRIALS - 4.5%
Aerospace & Defense - 0.2%
AeroVironment, Inc. (a)(d)	1,582		43,837
American Science & Engineering, Inc.	413		20,187
API Technologies Corp. (a)	4,764		10,028
Astronics Corp. (a)	1,242		60,883
BE Aerospace, Inc. (a)	6,856		533,877
Elbit Systems Ltd.	2,753		159,646
Erickson Air-Crane, Inc. (a)	651		6,875
Innovative Solutions & Support, Inc. (a)	1,426		4,192
KEYW Holding Corp. (a)	2,406		26,009
Kratos Defense & Security Solutions, Inc. (a)	4,581		23,546
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
LMI Aerospace, Inc. (a)	761		$ 10,684
Taser International, Inc. (a)(d)	3,254		69,896
			969,660
Air Freight & Logistics - 0.4%
Air Transport Services Group, Inc. (a)	5,508		43,789
Atlas Air Worldwide Holdings, Inc. (a)(d)	1,712		78,153
C.H. Robinson Worldwide, Inc.	9,530		702,742
Echo Global Logistics, Inc. (a)(d)	1,657		46,479
Expeditors International of Washington, Inc.	12,508		585,625
Forward Air Corp.	2,000		97,920
Hub Group, Inc. Class A (a)	2,305		86,714
Park-Ohio Holdings Corp.	839		47,127
UTi Worldwide, Inc. (a)(d)	6,656		78,541
			1,767,090
Airlines - 0.8%
Allegiant Travel Co.	1,186		166,348
American Airlines Group, Inc.	46,308		2,247,327
Hawaiian Holdings, Inc. (a)	3,985		80,856
JetBlue Airways Corp. (a)(d)	18,657		272,952
Republic Airways Holdings, Inc. (a)	2,806		37,264
Ryanair Holdings PLC sponsored ADR (a)(d)	7,443		468,090
SkyWest, Inc.	3,779		47,238
Spirit Airlines, Inc. (a)	4,689		387,733
Virgin America, Inc.	2,682		101,058
			3,808,866
Building Products - 0.1%
AAON, Inc.	3,915		81,119
American Woodmark Corp. (a)	1,061		42,260
Apogee Enterprises, Inc.	2,006		90,731
Builders FirstSource, Inc. (a)(d)	6,910		42,566
China Ceramics Co. Ltd.	1,391		1,113
Gibraltar Industries, Inc. (a)	1,881		26,992
Insteel Industries, Inc.	1,526		33,313
Nortek, Inc. (a)	935		74,548
Patrick Industries, Inc. (a)	751		33,487
PGT, Inc. (a)	3,808		35,833
Universal Forest Products, Inc.	1,325		63,256
			525,218
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - 0.7%
Casella Waste Systems, Inc. Class A (a)	5,878		$ 23,159
CECO Environmental Corp. (d)	1,662		23,534
China Recycling Energy Corp. (a)	2,650		3,074
Cintas Corp. (d)	7,593		555,428
Copart, Inc. (a)	8,188		297,552
Courier Corp.	725		9,998
Fuel Tech, Inc. (a)	1,611		6,798
G&K Services, Inc. Class A	1,161		75,581
Healthcare Services Group, Inc.	4,753		143,350
Heritage-Crystal Clean, Inc. (a)	1,582		26,103
Herman Miller, Inc.	3,660		111,227
Industrial Services of America, Inc. (a)	759		3,712
InnerWorkings, Inc. (a)(d)	4,105		30,705
Interface, Inc.	4,905		74,164
Intersections, Inc. (d)	1,101		4,426
Kimball International, Inc. Class B	2,202		20,677
Matthews International Corp. Class A	2,380		109,647
McGrath RentCorp.	1,625		57,298
Mobile Mini, Inc.	3,156		130,942
Multi-Color Corp.	929		50,946
Performant Financial Corp. (a)	2,775		18,870
Perma-Fix Environmental Services, Inc. (a)	925		4,070
Quest Resource Holding Corp. (a)(d)	5,864		8,092
R.R. Donnelley & Sons Co.	13,080		220,267
SP Plus Corp. (a)	1,894		39,357
Stericycle, Inc. (a)	5,350		689,722
Swisher Hygiene, Inc. (a)	1,001		2,212
Tetra Tech, Inc.	4,212		114,482
U.S. Ecology, Inc. (d)	1,386		55,191
United Stationers, Inc.	2,763		113,449
West Corp.	5,927		185,159
			3,209,192
Construction & Engineering - 0.1%
Abengoa SA sponsored ADR Class B	583		7,404
Aegion Corp. (a)	2,655		50,578
Foster Wheeler AG	268		7,638
Great Lakes Dredge & Dock Corp. (a)	4,204		31,866
Integrated Electrical Services, Inc. (a)	1,469		11,253
Layne Christensen Co. (a)(d)	1,486		10,551
MYR Group, Inc. (a)	1,425		36,979
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Construction & Engineering - continued
Northwest Pipe Co. (a)	800		$ 26,432
Primoris Services Corp.	3,615		94,532
Sterling Construction Co., Inc. (a)	2,344		15,681
			292,914
Electrical Equipment - 0.2%
Active Power, Inc. (a)	1,538		2,891
American Superconductor Corp. (a)(d)	3,258		3,209
Ballard Power Systems, Inc. (a)(d)	8,181		18,673
Broadwind Energy, Inc. (a)	602		4,190
Capstone Turbine Corp. (a)(d)	20,912		17,566
Encore Wire Corp.	1,181		43,307
Enphase Energy, Inc. (a)(d)	2,337		24,562
Franklin Electric Co., Inc.	3,062		115,009
FuelCell Energy, Inc. (a)(d)	15,802		26,389
Highpower International, Inc. (a)	780		4,290
Hydrogenics Corp. (a)	429		6,032
Jinpan International Ltd.	1,187		8,819
LSI Industries, Inc.	1,156		7,791
Ocean Power Technologies, Inc. (a)	975		1,014
Plug Power, Inc. (a)(d)	13,326		50,905
Powell Industries, Inc.	969		41,231
Power Solutions International, Inc. (a)(d)	715		46,940
Preformed Line Products Co.	690		32,554
Real Goods Solar, Inc. Class A (a)(d)	1,857		1,467
Revolution Lighting Technologies, Inc. (a)(d)	4,812		5,871
SolarCity Corp. (a)(d)	5,968		328,240
Ultralife Corp. (a)	1,501		4,338
Vicor Corp. (a)	2,581		31,488
			826,776
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	2,464		55,440
Machinery - 0.8%
Adept Technology, Inc. (a)(d)	733		6,318
Altra Industrial Motion Corp. (d)	1,931		59,147
American Railcar Industries, Inc.	1,408		83,044
ARC Group Worldwide, Inc. (a)(d)	1,028		12,285
Astec Industries, Inc.	1,511		59,337
Chart Industries, Inc. (a)	2,041		81,048
Columbus McKinnon Corp. (NY Shares)	1,475		39,397
Commercial Vehicle Group, Inc. (a)	2,260		14,803
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Dynamic Materials Corp.	750		$ 12,030
Energy Recovery, Inc. (a)(d)	2,956		14,041
ExOne Co. (a)(d)	830		19,372
FreightCar America, Inc.	761		22,016
Hardinge, Inc.	1,407		17,236
Hurco Companies, Inc.	375		13,020
L.B. Foster Co. Class A	564		26,141
Lincoln Electric Holdings, Inc.	5,054		364,090
Manitex International, Inc. (a)	913		10,052
Middleby Corp. (a)	3,737		357,407
NN, Inc.	1,464		30,993
Nordson Corp.	3,951		308,771
Omega Flex, Inc.	600		17,934
PACCAR, Inc.	22,889		1,534,021
PMFG, Inc. (a)	925		6,031
RBC Bearings, Inc.	1,508		95,879
Sun Hydraulics Corp.	1,750		70,473
Tecumseh Products Co. (a)	1,792		5,734
TriMas Corp. (a)	3,175		98,838
Twin Disc, Inc.	575		13,156
Westport Innovations, Inc. (a)(d)	3,603		17,006
Woodward, Inc.	4,030		208,270
			3,617,890
Marine - 0.0%
Diana Containerships, Inc.	2,501		5,577
DryShips, Inc.	47,590		62,343
Euroseas Ltd. (a)	2,275		2,115
Knightsbridge Shipping Ltd. (d)	1,561		8,913
Paragon Shipping, Inc. Class A (a)	2,193		7,105
Rand Logistics, Inc. (a)	1,760		7,621
Star Bulk Carriers Corp. (a)(d)	4,988		41,450
Ultrapetrol (Bahamas) Ltd. (a)	9,711		22,821
			157,945
Professional Services - 0.3%
51job, Inc. sponsored ADR (a)(d)	1,692		62,181
Acacia Research Corp.	2,984		56,756
Advisory Board Co. (a)	2,404		102,410
Barrett Business Services, Inc.	456		9,950
Corp. Resources Services, Inc. (a)(d)	8,380		10,056
CRA International, Inc. (a)	800		23,800
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Exponent, Inc.	1,015		$ 77,201
Heidrick & Struggles International, Inc.	1,256		25,145
Hudson Global, Inc. (a)	1,626		4,561
Huron Consulting Group, Inc. (a)	1,386		95,856
ICF International, Inc. (a)	1,327		51,461
Kelly Services, Inc. Class A (non-vtg.)	2,114		32,640
Kforce, Inc.	2,640		61,618
Lightbridge Corp. (a)	1,189		2,437
Odyssey Marine Exploration, Inc. (a)(d)	6,529		7,704
Paylocity Holding Corp. (a)(d)	3,178		92,448
Pendrell Corp. (a)	13,377		18,862
Resources Connection, Inc.	2,811		42,643
RPX Corp. (a)	3,883		50,945
Verisk Analytics, Inc. (a)	10,593		656,554
VSE Corp.	331		17,814
			1,503,042
Road & Rail - 0.6%
AMERCO	1,268		352,758
ArcBest Corp.	1,681		72,989
Avis Budget Group, Inc. (a)	6,702		403,125
Covenant Transport Group, Inc. Class A (a)	1,426		37,475
Heartland Express, Inc.	5,808		154,086
J.B. Hunt Transport Services, Inc.	7,359		607,338
Landstar System, Inc.	2,909		233,825
Marten Transport Ltd.	1,959		42,119
Old Dominion Freight Lines, Inc. (a)	5,606		454,310
P.A.M. Transportation Services, Inc. (a)	777		35,307
Patriot Transportation Holding, Inc. (a)	726		27,356
Quality Distribution, Inc. (a)	1,406		16,970
Saia, Inc. (a)	1,585		87,920
Student Transportation, Inc.	6,717		42,763
U.S.A. Truck, Inc. (a)	700		13,993
Universal Truckload Services, Inc.	2,134		58,600
Werner Enterprises, Inc.	4,478		138,908
YRC Worldwide, Inc. (a)(d)	2,106		50,565
			2,830,407
Trading Companies & Distributors - 0.3%
Aceto Corp.	1,606		33,726
Beacon Roofing Supply, Inc. (a)	3,261		88,308
DXP Enterprises, Inc. (a)	977		57,409
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Fastenal Co.	19,244		$ 869,829
General Finance Corp. (a)(d)	2,255		20,521
H&E Equipment Services, Inc.	2,150		75,250
HD Supply Holdings, Inc. (a)	12,584		365,943
Houston Wire & Cable Co.	1,286		16,487
Lawson Products, Inc. (a)	1,000		22,780
Rush Enterprises, Inc.:
Class A (a)	1,733		60,794
Class B (a)	1,035		31,309
Stock Building Supply Holdings, Inc. (a)	1,464		23,439
Titan Machinery, Inc. (a)(d)	1,386		17,782
Willis Lease Finance Corp. (a)	953		20,766
			1,704,343
Transportation Infrastructure - 0.0%
Grupo Aeroportuario Norte S.A.B. de CV ADR	330		12,068
TOTAL INDUSTRIALS			21,280,851
INFORMATION TECHNOLOGY - 48.4%
Communications Equipment - 4.5%
ADTRAN, Inc.	4,058		84,772
Alliance Fiber Optic Products, Inc.	1,366		17,321
Applied Optoelectronics, Inc. (a)(d)	900		9,765
Arris Group, Inc. (a)	9,664		287,697
Aruba Networks, Inc. (a)	6,909		129,267
AudioCodes Ltd. (a)	3,300		15,807
Aviat Networks, Inc. (a)	5,035		7,603
Bel Fuse, Inc. Class B (non-vtg.)	611		16,179
Black Box Corp.	1,300		30,134
Brocade Communications Systems, Inc.	28,487		322,188
CalAmp Corp. (a)(d)	2,059		38,483
Ceragon Networks Ltd. (a)	2,226		2,404
Cisco Systems, Inc.	332,066		9,178,304
Clearfield, Inc. (a)(d)	1,090		14,279
CommScope Holding Co., Inc. (a)	12,307		273,215
Communications Systems, Inc.	1,457		16,726
Comtech Telecommunications Corp.	1,029		40,841
Digi International, Inc. (a)	2,237		15,972
DragonWave, Inc. (a)(d)	2,330		2,445
EchoStar Holding Corp. Class A (a)	2,954		159,162
EMCORE Corp. (a)	4,270		22,204
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
EXFO, Inc. (sub. vtg.) (a)	1,507		$ 5,113
Extreme Networks, Inc. (a)	5,862		21,220
F5 Networks, Inc. (a)	4,771		616,365
Finisar Corp. (a)(d)	6,416		109,393
Gilat Satellite Networks Ltd. (a)	4,036		19,615
Harmonic, Inc. (a)(d)	6,586		46,102
Infinera Corp. (a)(d)	8,232		112,202
InterDigital, Inc. (d)	2,485		123,952
Ituran Location & Control Ltd.	1,446		31,277
Ixia (a)	5,000		51,850
JDS Uniphase Corp. (a)	15,475		206,437
KVH Industries, Inc. (a)	851		10,399
Meru Networks, Inc. (a)(d)	3,157		11,681
Mitel Networks Corp. (a)(d)	6,261		66,492
NETGEAR, Inc. (a)	2,435		84,543
Novatel Wireless, Inc. (a)	3,327		10,380
NumereX Corp. Class A (a)	1,384		15,196
Oclaro, Inc. (a)	4,784		8,611
Oplink Communications, Inc.	1,137		27,481
Parkervision, Inc. (a)(d)	6,807		7,011
PC-Tel, Inc.	1,856		15,275
Polycom, Inc. (a)	9,618		126,669
Procera Networks, Inc. (a)	900		6,174
QUALCOMM, Inc.	108,636		7,919,564
Radware Ltd. (a)	2,488		50,407
Riverbed Technology, Inc. (a)	10,675		220,706
ShoreTel, Inc. (a)	4,506		33,705
Sierra Wireless, Inc. (a)(d)	2,188		80,880
Silicom Ltd.	575		20,700
Sonus Networks, Inc. (a)	18,775		69,468
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR (d)	13,994		176,184
Tessco Technologies, Inc.	577		16,110
Ubiquiti Networks, Inc. (d)	5,830		168,487
UTStarcom Holdings Corp. (a)	2,307		6,252
ViaSat, Inc. (a)(d)	3,051		202,281
Westell Technologies, Inc. Class A (a)	4,628		6,063
Wi-Lan, Inc.	7,952		25,174
			21,414,187
Electronic Equipment & Components - 1.0%
Agilysys, Inc. (a)	1,750		21,490
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
CDW Corp.	11,382		$ 399,281
Cognex Corp. (a)(d)	5,758		234,408
Coherent, Inc. (a)	1,855		102,693
Control4 Corp. (a)	1,464		22,077
CUI Global, Inc. (a)	1,742		12,908
Daktronics, Inc.	2,931		34,967
Deswell Industries, Inc.	1,431		3,163
DTS, Inc. (a)	1,006		32,444
Echelon Corp. (a)	3,050		5,521
Electro Rent Corp.	1,800		25,110
Electro Scientific Industries, Inc.	2,225		15,953
FARO Technologies, Inc. (a)	1,150		63,170
FEI Co.	2,741		234,739
Flextronics International Ltd. (a)	37,689		417,971
FLIR Systems, Inc.	9,303		295,184
GSI Group, Inc. (a)	2,500		31,700
Hollysys Automation Technologies Ltd. (a)(d)	4,310		109,948
I. D. Systems Inc. (a)	1,001		6,396
Identiv, Inc. (a)	513		5,925
II-VI, Inc. (a)	3,962		52,576
Insight Enterprises, Inc. (a)	2,713		63,566
IPG Photonics Corp. (a)	3,453		248,927
Itron, Inc. (a)	2,563		103,545
Kimball Electronics, Inc. (a)	1,651		18,161
Littelfuse, Inc.	1,585		152,366
LoJack Corp. (a)	1,751		4,763
Maxwell Technologies, Inc. (a)	1,825		18,779
Mercury Systems, Inc. (a)	2,661		34,380
Mesa Laboratories, Inc.	227		16,732
MTS Systems Corp.	958		63,544
Multi-Fineline Electronix, Inc. (a)	1,856		18,783
National Instruments Corp.	8,304		267,306
Neonode, Inc. (a)	2,313		5,667
NetList, Inc. (a)	3,786		3,029
Newport Corp. (a)	2,934		51,668
Orbotech Ltd. (a)	2,350		34,804
OSI Systems, Inc. (a)	1,186		83,696
PC Connection, Inc.	2,083		46,597
PC Mall, Inc. (a)	1,618		15,614
Plexus Corp. (a)	2,330		90,893
RadiSys Corp. (a)	1,556		3,734
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Richardson Electronics Ltd.	802		$ 8,116
Rofin-Sinar Technologies, Inc. (a)	1,861		50,098
Sanmina Corp. (a)	5,132		126,247
ScanSource, Inc. (a)	2,006		77,953
Speed Commerce, Inc. (a)	2,426		7,205
Tech Data Corp. (a)	2,425		151,150
Trimble Navigation Ltd. (a)	17,014		478,519
TTM Technologies, Inc. (a)(d)	4,838		32,705
Uni-Pixel, Inc. (a)	726		4,596
Universal Display Corp. (a)(d)	3,077		85,356
Viasystems Group, Inc. (a)	1,178		18,412
Zebra Technologies Corp. Class A (a)	3,300		241,395
			4,755,930
Internet Software & Services - 11.3%
21Vianet Group, Inc. ADR (a)	2,875		54,108
Actua Corp. (a)	2,425		40,886
Akamai Technologies, Inc. (a)	11,671		754,063
Angie's List, Inc. (a)(d)	4,302		25,554
Autobytel, Inc. (a)	581		6,176
Baidu.com, Inc. sponsored ADR (a)	17,951		4,399,970
Bazaarvoice, Inc. (a)(d)	4,575		33,672
Benefitfocus, Inc. (a)	1,652		44,753
Blucora, Inc. (a)	3,417		48,556
Borderfree, Inc. (a)(d)	1,477		14,785
Brightcove, Inc. (a)	2,400		14,712
Carbonite, Inc. (a)	1,712		20,013
China Finance Online Co. Ltd. ADR (a)(d)	1,525		11,026
ChinaCache International Holdings Ltd. sponsored ADR (a)	982		9,957
Cimpress NV (a)(d)	2,137		143,371
comScore, Inc. (a)	2,418		106,319
Constant Contact, Inc. (a)(d)	2,000		65,360
Conversant, Inc. (a)	3,929		137,594
Cornerstone OnDemand, Inc. (a)	3,536		112,339
CoStar Group, Inc. (a)	2,139		364,186
Criteo SA sponsored ADR	2,800		113,064
DealerTrack Holdings, Inc. (a)(d)	3,481		164,164
Digital River, Inc. (a)	2,531		64,262
E2open, Inc. (a)(d)	1,510		10,162
EarthLink Holdings Corp.	7,425		32,596
eBay, Inc. (a)	80,637		4,425,359
eGain Communications Corp. (a)	1,550		7,967
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Endurance International Group Holdings, Inc. (a)	8,084		$ 134,356
Equinix, Inc.	3,526		801,001
Facebook, Inc. Class A (a)	145,286		11,288,722
Five9, Inc.	4,682		20,648
GigaMedia Ltd. (a)	3,551		3,587
Global Eagle Entertainment, Inc. (a)(d)	5,138		68,130
Gogo, Inc. (a)(d)	5,330		84,321
Google, Inc.:
Class A (a)	18,564		10,193,121
Class C (a)	21,675		11,744,165
HomeAway, Inc. (a)	5,828		182,766
IAC/InterActiveCorp	5,054		329,925
Internap Network Services Corp. (a)	3,807		30,190
iPass, Inc. (a)	6,282		8,669
j2 Global, Inc.	3,304		186,808
Limelight Networks, Inc. (a)	7,625		20,816
Liquidity Services, Inc. (a)	1,981		20,820
LiveDeal, Inc. (a)	1,107		3,376
LivePerson, Inc. (a)	3,825		49,496
LogMeIn, Inc. (a)	1,752		88,599
Marchex, Inc. Class B	2,267		8,229
Marketo, Inc. (a)(d)	2,633		84,151
MercadoLibre, Inc.	2,856		402,525
Net Element International, Inc. (a)(d)	1,614		2,566
NetEase, Inc. sponsored ADR (d)	4,906		518,417
NIC, Inc.	4,683		84,388
Perficient, Inc. (a)	2,526		43,725
Perion Network Ltd. (a)(d)	4,338		22,558
Points International Ltd. (a)	1,329		17,649
QuinStreet, Inc. (a)	2,913		13,196
RealNetworks, Inc. (a)	2,305		16,158
Rediff.com India Ltd. sponsored ADR (a)(d)	1,000		1,970
Reis, Inc.	625		15,725
Rocket Fuel, Inc. (a)	2,303		37,654
SciQuest, Inc. (a)	1,330		19,830
Sify Technologies Ltd. sponsored ADR	2,900		4,611
SINA Corp. (a)	4,264		161,819
Sohu.com, Inc. (a)	2,458		124,399
SPS Commerce, Inc. (a)	1,144		66,672
Stamps.com, Inc. (a)	1,125		53,156
Support.com, Inc. (a)	4,575		9,425
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Synacor, Inc. (a)	7,059		$ 11,506
TechTarget, Inc. (a)	2,500		25,300
TheStreet.com, Inc.	4,462		9,906
Travelzoo, Inc. (a)	1,251		16,426
TrueCar, Inc. (d)	4,543		87,044
Tucows, Inc. (a)	966		17,137
United Online, Inc.	765		9,991
Unwired Planet, Inc. (a)	6,327		8,668
VeriSign, Inc. (a)(d)	7,977		479,418
Web.com Group, Inc. (a)(d)	3,412		57,902
WebMD Health Corp. (a)(d)	2,633		96,210
Weibo Corp. sponsored ADR (d)	819		14,701
Wix.com Ltd. (a)	2,352		50,356
Xoom Corp. (a)(d)	2,678		37,519
Yahoo!, Inc. (a)	64,526		3,338,575
Yandex NV (a)	15,739		392,216
YY, Inc. ADR (a)(d)	1,969		150,530
Zillow, Inc. (a)(d)	2,139		253,172
Zix Corp. (a)	3,704		11,705
			53,261,595
IT Services - 2.2%
Acxiom Corp. (a)	4,841		92,124
Amdocs Ltd.	10,428		508,313
Automatic Data Processing, Inc.	31,154		2,668,029
Blackhawk Network Holdings, Inc. (a)	3,557		126,949
Blackhawk Network Holdings, Inc. (a)(d)	1,410		51,211
Cardtronics, Inc. (a)(d)	2,981		116,736
Cass Information Systems, Inc.	775		35,286
China Information Technology, Inc. (a)	1,580		6,778
Cognizant Technology Solutions Corp. Class A (a)	39,191		2,115,922
Computer Task Group, Inc.	1,187		11,063
CSG Systems International, Inc.	2,256		56,671
Datalink Corp. (a)	1,506		18,403
Euronet Worldwide, Inc. (a)	3,306		191,979
ExlService Holdings, Inc. (a)	2,409		67,524
Fiserv, Inc. (a)	15,990		1,143,125
Forrester Research, Inc.	1,059		42,053
Hackett Group, Inc.	2,825		25,114
iGATE Corp. (a)	3,960		146,322
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
Information Services Group, Inc.	2,076		$ 8,221
Innodata, Inc. (a)	2,101		6,051
Jack Henry & Associates, Inc.	5,275		324,202
Lionbridge Technologies, Inc. (a)	3,576		18,130
ManTech International Corp. Class A	1,330		40,060
Mattersight Corp. (a)	1,753		10,395
ModusLink Global Solutions, Inc. (a)(d)	2,775		9,185
MoneyGram International, Inc. (a)	3,500		30,170
NCI, Inc. Class A (a)	811		9,724
Paychex, Inc.	23,340		1,106,549
PFSweb, Inc. (a)	676		7,382
Planet Payment, Inc. (a)	5,143		8,332
PRG-Schultz International, Inc. (a)	2,881		14,981
QIWI PLC Class B sponsored ADR	2,138		59,522
Sabre Corp. (d)	17,612		330,049
Sapient Corp. (a)	9,214		227,586
ServiceSource International, Inc. (a)(d)	4,330		17,623
Sykes Enterprises, Inc. (a)	2,850		66,035
Syntel, Inc. (a)	5,410		240,745
Teletech Holdings, Inc. (a)	3,686		86,142
Virtusa Corp. (a)	1,739		69,682
			10,114,368
Semiconductors & Semiconductor Equipment - 8.4%
Advanced Energy Industries, Inc. (a)	2,500		51,075
Aixtron AG sponsored ADR (a)	308		3,622
Alpha & Omega Semiconductor Ltd. (a)	1,914		16,422
Altera Corp.	20,495		771,022
Ambarella, Inc. (a)(d)	1,856		102,080
Amkor Technology, Inc. (a)	15,343		102,645
Amtech Systems, Inc. (a)	661		5,863
ANADIGICS, Inc. (a)	5,025		4,028
Analog Devices, Inc.	20,487		1,119,410
Applied Materials, Inc.	78,812		1,895,429
Applied Micro Circuits Corp. (a)	4,030		23,817
ARM Holdings PLC sponsored ADR (d)	8,477		363,155
ASM International NV (depositary receipt)	351		14,637
ASML Holding NV	5,292		559,259
Atmel Corp. (a)	27,280		215,785
Audience, Inc. (a)	1,582		5,505
Avago Technologies Ltd.	16,275		1,520,085
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Axcelis Technologies, Inc. (a)	7,601		$ 16,342
AXT, Inc. (a)	3,309		8,504
Broadcom Corp. Class A	35,052		1,511,793
Brooks Automation, Inc.	4,709		55,142
Cabot Microelectronics Corp. (a)	1,631		77,146
Camtek Ltd. (a)	2,476		7,651
Canadian Solar, Inc. (a)(d)	3,311		80,424
Cascade Microtech, Inc. (a)	1,337		18,517
Cavium, Inc. (a)(d)	3,612		204,439
Ceva, Inc. (a)	1,750		30,118
China Sunergy Co. Ltd. ADR (a)	730		1,168
ChipMOS TECHNOLOGIES (Bermuda) Ltd.	1,791		37,324
Cirrus Logic, Inc. (a)(d)	4,029		73,690
Cohu, Inc.	1,475		16,889
Cree, Inc. (a)(d)	8,013		291,192
Cypress Semiconductor Corp. (d)	10,650		112,890
Diodes, Inc. (a)	2,706		71,953
DSP Group, Inc. (a)	2,175		23,534
Entegris, Inc. (a)	8,700		117,189
Entropic Communications, Inc. (a)	5,409		12,873
EZchip Semiconductor Ltd. (a)(d)	1,700		32,776
Fairchild Semiconductor International, Inc. (a)	7,936		128,008
First Solar, Inc. (a)(d)	6,428		313,686
FormFactor, Inc. (a)	3,086		24,811
GSI Technology, Inc. (a)	1,288		6,710
Hanwha Solarone Co. Ltd. ADR (a)	2,981		5,038
Himax Technologies, Inc. sponsored ADR	6,732		45,912
Ikanos Communications, Inc. (a)	3,100		1,048
Ikanos Communications, Inc. rights (a)	2,852		0
Integrated Device Technology, Inc. (a)	10,104		188,541
Integrated Silicon Solution, Inc.	1,681		24,324
Intel Corp.	320,507		11,938,886
Intermolecular, Inc. (a)	2,500		5,400
Intersil Corp. Class A	8,231		107,908
IXYS Corp.	2,706		30,930
JA Solar Holdings Co. Ltd. ADR (a)(d)	3,834		33,279
KLA-Tencor Corp.	10,778		748,424
Kopin Corp. (a)	5,506		18,775
Kulicke & Soffa Industries, Inc. (a)	5,665		79,197
Lam Research Corp.	10,577		874,083
Lattice Semiconductor Corp. (a)	8,151		53,389
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Linear Technology Corp.	15,445		$ 710,933
M/A-COM Technology Solutions Holdings, Inc. (a)	2,808		69,723
Marvell Technology Group Ltd.	33,872		485,047
Mattson Technology, Inc. (a)	3,626		9,500
Maxim Integrated Products, Inc.	18,760		554,733
Mellanox Technologies Ltd. (a)(d)	2,827		120,572
Micrel, Inc.	3,984		51,991
Microchip Technology, Inc. (d)	12,907		582,751
Micron Technology, Inc. (a)(d)	69,179		2,486,985
Microsemi Corp. (a)	6,208		168,858
MKS Instruments, Inc.	3,261		118,831
Monolithic Power Systems, Inc.	2,814		135,438
MoSys, Inc. (a)(d)	2,550		4,718
Nanometrics, Inc. (a)	1,331		19,752
Nova Measuring Instruments Ltd. (a)	1,826		19,374
NVE Corp. (a)	375		26,468
NVIDIA Corp.	34,921		732,293
NXP Semiconductors NV (a)	15,401		1,198,352
O2Micro International Ltd. sponsored ADR (a)	2,706		6,224
Omnivision Technologies, Inc. (a)	3,501		101,214
ON Semiconductor Corp. (a)	29,682		268,028
PDF Solutions, Inc. (a)	2,250		29,813
Peregrine Semiconductor Corp. (a)	1,875		23,344
Pericom Semiconductor Corp. (a)	2,256		28,674
Photronics, Inc. (a)	3,726		33,609
Pixelworks, Inc. (a)(d)	988		4,762
PMC-Sierra, Inc. (a)	11,780		96,007
Power Integrations, Inc.	2,107		105,687
QuickLogic Corp. (a)(d)	2,576		7,780
Rambus, Inc. (a)(d)	7,428		88,022
RF Micro Devices, Inc. (a)(d)	18,581		271,468
Rubicon Technology, Inc. (a)	1,581		8,126
SemiLEDs Corp. (a)	1,830		924
Semtech Corp. (a)	4,331		110,267
Sigma Designs, Inc. (a)	1,906		8,691
Silicon Image, Inc. (a)	5,431		30,033
Silicon Laboratories, Inc. (a)	2,714		123,080
Silicon Motion Technology Corp. sponsored ADR	2,051		47,911
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	3,517		26,061
Skyworks Solutions, Inc.	12,367		834,401
SunEdison Semiconductor Ltd. (d)	2,612		49,106
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
SunPower Corp. (a)(d)	8,614		$ 242,570
Synaptics, Inc. (a)	2,250		141,728
Tessera Technologies, Inc.	3,834		131,046
Texas Instruments, Inc.	68,905		3,749,810
Tower Semiconductor Ltd. (a)(d)	1,107		14,236
TriQuint Semiconductor, Inc. (a)	11,742		286,153
Ultra Clean Holdings, Inc. (a)	1,776		15,433
Ultratech, Inc. (a)	1,655		32,223
Veeco Instruments, Inc. (a)(d)	2,502		93,600
Vitesse Semiconductor Corp. (a)	3,408		11,315
Xcerra Corp. (a)	3,379		27,066
Xilinx, Inc.	17,425		791,792
			39,540,265
Software - 9.8%
ACI Worldwide, Inc. (a)	7,875		153,169
Activision Blizzard, Inc.	46,605		1,008,998
Actuate Corp. (a)	2,900		10,440
Adobe Systems, Inc. (a)	32,206		2,372,938
Advent Software, Inc.	3,500		110,355
Allot Communications Ltd. (a)	2,770		26,177
American Software, Inc. Class A	652		5,914
ANSYS, Inc. (a)	5,981		499,533
Aspen Technology, Inc. (a)	5,936		224,025
Autodesk, Inc. (a)	14,841		920,142
Blackbaud, Inc.	2,835		120,317
BluePhoenix Solutions Ltd. (a)	525		1,827
Bottomline Technologies, Inc. (a)(d)	2,587		63,433
BroadSoft, Inc. (a)	1,760		47,467
CA Technologies, Inc.	28,728		894,877
Cadence Design Systems, Inc. (a)	18,602		351,020
Callidus Software, Inc. (a)	2,708		43,247
CDK Global, Inc.	10,384		395,319
Changyou.com Ltd. (A Shares) ADR (a)	614		14,245
Check Point Software Technologies Ltd. (a)(d)	12,461		963,360
China Mobile Games & Entertainment Group Ltd. ADR (a)(d)	510		13,046
Citrix Systems, Inc. (a)	10,677		707,992
ClickSoftware Technologies Ltd. (a)	1,833		13,912
CommVault Systems, Inc. (a)	2,787		131,825
Compuware Corp.	13,460		138,907
Comverse, Inc. (a)	1,330		26,667
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Concur Technologies, Inc. (a)(d)	3,766		$ 485,098
Covisint Corp. (a)	4,238		9,747
CyberArk Software Ltd. (a)(d)	1,902		78,591
Datawatch Corp. (a)(d)	855		7,789
Descartes Systems Group, Inc. (a)	5,847		87,948
Digimarc Corp.	650		15,711
Ebix, Inc. (d)	2,137		34,641
Electronic Arts, Inc. (a)	20,228		888,616
EnerNOC, Inc. (a)(d)	2,261		32,988
Envivio, Inc. (a)	2,510		4,016
EPIQ Systems, Inc.	2,500		38,350
ePlus, Inc. (a)	477		32,837
FalconStor Software, Inc. (a)	4,226		4,395
FireEye, Inc. (a)(d)	9,678		293,147
Fortinet, Inc. (a)	10,890		300,128
Glu Mobile, Inc. (a)(d)	8,834		32,288
Guidance Software, Inc. (a)	2,152		12,546
Informatica Corp. (a)	7,469		271,722
Interactive Intelligence Group, Inc. (a)(d)	1,227		55,497
Intuit, Inc.	18,369		1,724,298
Jive Software, Inc. (a)	4,153		24,503
Kofax Ltd. (a)	6,989		46,826
KongZhong Corp. sponsored ADR	1,660		10,856
Magic Software Enterprises Ltd.	3,126		22,382
Majesco Entertainment Co. (a)	576		369
Manhattan Associates, Inc. (a)	5,045		199,580
Mentor Graphics Corp.	7,691		170,817
Microsoft Corp.	533,476		25,505,488
MicroStrategy, Inc. Class A (a)	575		98,751
Mitek Systems, Inc. (a)(d)	1,558		5,391
MobileIron, Inc.	4,640		43,013
Monotype Imaging Holdings, Inc.	2,581		71,339
Net 1 UEPS Technologies, Inc. (a)	3,330		40,826
NetScout Systems, Inc. (a)	2,830		107,965
NICE Systems Ltd. sponsored ADR	2,631		124,262
Nuance Communications, Inc. (a)	20,635		312,208
Open Text Corp.	8,066		477,400
Parametric Technology Corp. (a)	7,808		305,059
Park City Group, Inc. (a)(d)	1,505		13,786
Pegasystems, Inc.	5,615		117,466
Perfect World Co. Ltd. sponsored ADR Class B	2,625		47,906
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Progress Software Corp. (a)	3,628		$ 93,566
Proofpoint, Inc. (a)(d)	2,717		117,972
QAD, Inc. Class B	275		4,934
Qlik Technologies, Inc. (a)	5,912		182,267
Qualys, Inc. (a)	2,377		84,360
RealPage, Inc. (a)	5,254		108,022
Rovi Corp. (a)	5,755		128,221
Sapiens International Corp. NV (a)(d)	3,858		28,626
SeaChange International, Inc. (a)	2,181		14,635
Shanda Games Ltd. sponsored ADR (a)	4,316		28,270
Smith Micro Software, Inc. (a)	2,226		2,248
Splunk, Inc. (a)	7,815		524,387
SS&C Technologies Holdings, Inc.	5,517		278,884
Sungy Mobile Ltd. ADR	626		3,637
Symantec Corp.	44,439		1,159,414
Synchronoss Technologies, Inc. (a)(d)	2,768		118,553
Synopsys, Inc. (a)	10,103		438,369
Take-Two Interactive Software, Inc. (a)(d)	5,483		151,660
Tangoe, Inc. (a)(d)	2,188		28,455
TeleCommunication Systems, Inc. Class A (a)	2,500		7,675
TeleNav, Inc. (a)	2,936		20,346
The9 Ltd. sponsored ADR (a)	1,306		2,716
TIBCO Software, Inc. (a)	10,990		264,090
TigerLogic Corp. (a)	1,637		1,326
TiVo, Inc. (a)	7,583		92,361
Ultimate Software Group, Inc. (a)(d)	1,850		272,394
Varonis Systems, Inc. (d)	1,704		40,555
Vasco Data Security International, Inc. (a)	3,069		91,456
Verint Systems, Inc. (a)	3,602		216,804
Vringo, Inc. (a)	6,186		6,012
Yodlee, inc.	2,291		27,103
Zynga, Inc. (a)	47,979		124,745
			46,079,761
Technology Hardware, Storage & Peripherals - 11.2%
Apple, Inc.	387,942		46,137,904
Astro-Med, Inc.	945		13,655
BlackBerry Ltd. (a)(d)	34,477		358,216
China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)	1,975		2,508
Concurrent Computer Corp.	600		4,332
Cray, Inc. (a)(d)	2,483		83,379
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
Dot Hill Systems Corp. (a)	5,681		$ 26,473
Electronics for Imaging, Inc. (a)	3,213		142,818
Hutchinson Technology, Inc. (a)	1,756		6,216
Immersion Corp. (a)	2,225		19,291
Intevac, Inc. (a)	1,511		10,728
Logitech International SA	10,838		161,269
NetApp, Inc.	20,693		880,487
QLogic Corp. (a)	6,539		75,460
Qumu Corp. (a)	660		8,349
SanDisk Corp. (d)	14,504		1,500,584
Seagate Technology LLC	21,088		1,394,128
Silicon Graphics International Corp. (a)	1,681		16,154
Smart Technologies, Inc. Class A (a)(d)	2,577		3,711
Stratasys Ltd. (a)(d)	3,177		323,959
Super Micro Computer, Inc. (a)	3,327		110,723
Western Digital Corp.	15,130		1,562,475
			52,842,819
TOTAL INFORMATION TECHNOLOGY			228,008,925
MATERIALS - 0.8%
Chemicals - 0.4%
A. Schulman, Inc.	2,160		82,642
Advanced Emissions Solutions, Inc. (a)	1,014		20,280
Balchem Corp.	2,000		130,000
Burcon NutraScience Corp. (a)	1,880		4,242
Codexis, Inc. (a)	4,933		11,099
Gulf Resources, Inc. (a)	1,950		2,340
Hawkins, Inc.	503		19,838
Innophos Holdings, Inc.	1,350		73,008
Innospec, Inc.	1,700		72,862
Landec Corp. (a)	1,781		23,402
Marrone Bio Innovations, Inc. (a)(d)	1,529		3,685
Metabolix, Inc. (a)(d)	1,701		936
Methanex Corp.	6,251		323,237
Penford Corp. (a)	786		14,887
Rentech, Inc. (a)	14,704		18,968
Senomyx, Inc. (a)	2,501		14,556
Sigma Aldrich Corp.	7,851		1,072,447
			1,888,429
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Construction Materials - 0.0%
Caesarstone Sdot-Yam Ltd.	2,207		$ 136,834
U.S. Concrete, Inc. (a)(d)	1,204		33,977
United States Lime & Minerals, Inc.	226		15,413
			186,224
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	500		22,365
Silgan Holdings, Inc.	3,944		199,014
UFP Technologies, Inc. (a)	802		17,516
			238,895
Metals & Mining - 0.3%
Century Aluminum Co. (a)	5,776		159,706
China Gerui Adv Mat Group Ltd. (a)	260		575
China Natural Resources, Inc. (a)	1,356		4,339
Globe Specialty Metals, Inc.	4,589		79,527
Handy & Harman Ltd. (a)	1,203		44,860
Haynes International, Inc.	725		32,545
Horsehead Holding Corp. (a)(d)	3,585		55,998
Kaiser Aluminum Corp.	1,235		89,883
Olympic Steel, Inc.	800		13,008
Pan American Silver Corp. (d)	9,978		93,394
Randgold Resources Ltd. sponsored ADR (d)	3,250		210,210
Royal Gold, Inc. (d)	4,134		263,253
Schnitzer Steel Industries, Inc. Class A	1,633		37,232
Silver Standard Resources, Inc. (a)	5,526		28,680
Steel Dynamics, Inc.	14,432		325,297
Sutor Technology Group Ltd. (a)	3,287		2,235
Universal Stainless & Alloy Products, Inc. (a)	435		10,605
			1,451,347
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	3,761		49,984
Pope Resources, Inc. LP	491		32,067
			82,051
TOTAL MATERIALS			3,846,946
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 0.4%
8x8, Inc. (a)	5,453		42,424
Alaska Communication Systems Group, Inc. (a)	3,412		4,367
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Atlantic Tele-Network, Inc.	1,300		$ 88,374
B Communications Ltd.	1,752		33,498
Cogent Communications Group, Inc.	2,950		104,489
Consolidated Communications Holdings, Inc.	3,363		92,180
FairPoint Communications, Inc. (a)	1,558		23,448
Frontier Communications Corp.	65,000		458,250
General Communications, Inc. Class A (a)	2,451		29,780
Hawaiian Telcom Holdco, Inc. (a)(d)	580		15,080
inContact, Inc. (a)(d)	4,181		34,535
Inteliquent, Inc.	2,152		39,640
Internet Gold Golden Lines Ltd. (a)	1,200		10,200
Iridium Communications, Inc. (a)	7,340		70,097
Lumos Networks Corp.	1,505		24,893
magicJack VocalTec Ltd. (a)(d)	1,159		9,423
ORBCOMM, Inc. (a)	4,506		29,199
Towerstream Corp. (a)(d)	2,637		4,219
Windstream Holdings, Inc.	38,243		386,637
			1,500,733
Wireless Telecommunication Services - 0.6%
America Movil S.A.B. de CV Series A sponsored ADR	982		23,185
Boingo Wireless, Inc. (a)	2,075		16,517
Leap Wireless International, Inc. rights	4,142		10,438
NTELOS Holdings Corp.	1,505		12,642
Partner Communications Co. Ltd. ADR (a)	956		5,832
SBA Communications Corp. Class A (a)	8,301		1,009,983
Shenandoah Telecommunications Co.	1,481		43,882
Spok Holdings, Inc.	1,500		23,790
VimpelCom Ltd. sponsored ADR	108,146		567,767
Vodafone Group PLC sponsored ADR	32,351		1,182,429
			2,896,465
TOTAL TELECOMMUNICATION SERVICES			4,397,198
UTILITIES - 0.1%
Electric Utilities - 0.0%
MGE Energy, Inc.	2,029		89,296
Otter Tail Corp.	2,376		68,381
			157,677
Gas Utilities - 0.0%
Delta Natural Gas Co., Inc.	803		17,224
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Independent Power and Renewable Electricity Producers - 0.1%
Abengoa Yield PLC	5,236		$ 147,655
Pattern Energy Group, Inc.	3,111		82,535
Terraform Power, Inc. (a)	1,784		59,140
			289,330
Water Utilities - 0.0%
Artesian Resources Corp. Class A	625		13,425
Cadiz, Inc. (a)(d)	1,959		22,215
Connecticut Water Service, Inc.	775		27,009
Consolidated Water Co., Inc.	1,175		14,406
Middlesex Water Co.	1,559		34,360
Pure Cycle Corp. (a)	2,425		12,853
York Water Co.	706		14,261
			138,529
TOTAL UTILITIES			602,760
TOTAL COMMON STOCKS (Cost $358,536,691)		470,362,081
Money Market Funds - 8.2%
Fidelity Cash Central Fund, 0.11% (b)	101,948		101,948
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	38,370,436		38,370,436
TOTAL MONEY MARKET FUNDS (Cost $38,472,384)		38,472,384
TOTAL INVESTMENT PORTFOLIO - 108.0% (Cost $397,009,075)			508,834,465
NET OTHER ASSETS (LIABILITIES) - (8.0)%			(37,721,870)
NET ASSETS - 100%		$ 471,112,595

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	$ 421
Fidelity Securities Lending Cash Central Fund	317,992
Total	$ 318,413

Other Information

The following is a summary of the inputs used, as of November 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 82,563,718	$ 82,550,768	$ 91	$ 12,859
Consumer Staples	18,298,829	18,298,829	-	-
Energy	4,391,327	4,391,327	-	-
Financials	30,184,058	30,184,058	-	-
Health Care	76,787,469	76,781,610	-	5,859
Industrials	21,280,851	21,280,851	-	-
Information Technology	228,008,925	228,008,925	-	-
Materials	3,846,946	3,846,946	-	-
Telecommunication Services	4,397,198	4,386,760	-	10,438
Utilities	602,760	602,760	-	-
Money Market Funds	38,472,384	38,472,384	-	-
Total Investments in Securities:	$ 508,834,465	$ 508,805,218	$ 91	$ 29,156

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2014
Assets
Investment in securities, at value (including securities loaned of $37,085,302) - See accompanying schedule: Unaffiliated issuers (cost $358,536,691)	$ 470,362,081
Fidelity Central Funds (cost $38,472,384)	38,472,384
Total Investments (cost $397,009,075)		$ 508,834,465
Cash		55,728
Foreign currency held at value (cost $(3,845))		3,981
Receivable for investments sold		104,825
Dividends receivable		684,666
Distributions receivable from Fidelity Central Funds		40,475
Prepaid expenses		1,012
Receivable from investment adviser for expense reductions		101,099
Other receivables		51,709
Total assets		509,877,960
Liabilities
Payable for investments purchased	$ 40,604
Accrued management fee	88,943
Distribution and service plan fees payable	94,057
Other affiliated payables	14,416
Other payables and accrued expenses	156,909
Collateral on securities loaned, at value	38,370,436
Total liabilities		38,765,365
Net Assets		$ 471,112,595
Net Assets consist of:
Paid in capital		$ 359,867,428
Undistributed net investment income		969,942
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,550,272)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		111,825,497
Net Assets, for 2,500,000 shares outstanding		$ 471,112,595
Net Asset Value, offering price and redemption price per share ($471,112,595 ÷ 2,500,000 shares)		$ 188.45

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

Annual Report

Statement of Operations

	Year ended November 30, 2014
Investment Income
Dividends		$ 4,573,046
Special dividends		987,174
Income from Fidelity Central Funds (including $317,992 from security lending)		318,413
Total income		5,878,633
Expenses
Management fee	$ 878,999
Distribution and service plan fees	329,546
Licensing fees	226,698
Accounting and security lending fees	144,640
Transfer agent and custody fees	94,871
Independent trustees' compensation	1,443
Audit	79,474
Legal	995
Miscellaneous	1,575
Total expenses before reductions	1,758,241
Expense reductions	(990,320)	767,921
Net investment income (loss)		5,110,712
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	8,928,501
Foreign currency transactions	40
Total net realized gain (loss)		8,928,541
Change in net unrealized appreciation (depreciation) on: Investment securities	52,101,821
Assets and liabilities in foreign currencies	108
Total change in net unrealized appreciation (depreciation)		52,101,929
Net gain (loss)		61,030,470
Net increase (decrease) in net assets resulting from operations		$ 66,141,182

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended November 30, 2014	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,110,712	$ 2,868,241
Net realized gain (loss)	8,928,541	42,143,805
Change in net unrealized appreciation (depreciation)	52,101,929	23,614,910
Net increase (decrease) in net assets resulting from operations	66,141,182	68,626,956
Distributions to shareholders from net investment income	(4,489,000)	(2,596,000)
Share transactions Proceeds from sales of shares	138,314,248	127,178,516
Cost of shares redeemed	(16,983,481)	(83,472,013)
Net increase (decrease) in net assets resulting from share transactions	121,330,767	43,706,503
Total increase (decrease) in net assets	182,982,949	109,737,459
Net Assets
Beginning of period	288,129,646	178,392,187
End of period (including undistributed net investment income of $969,942 and undistributed net investment income of $576,447, respectively)	$ 471,112,595	$ 288,129,646
Other Information Shares
Sold	800,000	900,000
Redeemed	(100,000)	(600,000)
Net increase (decrease)	700,000	300,000

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

Annual Report

Financial Highlights

Years ended November 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 160.07	$ 118.93	$ 103.48	$ 98.68	$ 84.65
Income from Investment Operations
Net investment income (loss) B	2.37 E	1.75	1.35	.93	.71
Net realized and unrealized gain (loss)	28.15	41.06	15.29	4.74	13.92
Total from investment operations	30.52	42.81	16.64	5.67	14.63
Distributions from net investment income	(2.14)	(1.67)	(1.19)	(.87)	(.60)
Net asset value, end of period	$ 188.45	$ 160.07	$ 118.93	$ 103.48	$ 98.68
Total Return A	19.23%	36.35%	16.13%	5.75%	17.35%
Ratios to Average Net Assets C, F
Expenses before reductions	.48%	.51%	.52%	.53%	.58%
Expenses net of fee waivers, if any	.21%	.26%	.30%	.30%	.30%
Expenses net of all reductions	.21%	.26%	.30%	.30%	.30%
Net investment income (loss)	1.40% E	1.28%	1.16%	.88%	.78%
Supplemental Data
Net assets, end of period (000 omitted)	$ 471,113	$ 288,130	$ 178,392	$ 155,223	$ 148,024
Portfolio turnover rate D, G	7%	10%	10%	6%	6%

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

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.46 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.13%.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2014

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 current market prices, quotations or currency exchange rates are not readily available or

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. 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.

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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, 2014 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 131,985,977
Gross unrealized depreciation	(20,085,270)
Net unrealized appreciation (depreciation) on securities	$ 111,900,707
Tax Cost	$ 396,933,758

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

Undistributed ordinary income	$ 1,177,044
Capital loss carryforward	(1,581,553)
Net unrealized appreciation (depreciation) on securities and other investments	$ 111,900,814

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	$ (8,909)
2017	(1,453,838)
2018	(118,806)
Total capital loss carryforward	$ (1,581,553)

The Fund intends to elect to defer to its next fiscal year $44,036 of capital losses recognized during the period November 1, 2014 to November 30, 2014.

The tax character of distributions paid was as follows:

	November 30, 2014	November 30, 2013
Ordinary Income	$ 4,489,000	$ 2,596,000

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $27,453,173 and $25,360,936, respectively.

Securities received and delivered in-kind through subscriptions and redemptions totaled $137,995,686 and $16,939,619, 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.

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.

Annual Report

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.

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. This waiver will remain in place through January 31, 2016. Some expenses, for example interest expense, are excluded from this waiver. During the period this waiver reduced the Fund's expenses by $990,295.

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 $25.

8. Share Transactions.

The Fund issues and redeems shares at NAV 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

Annual Report

Notes to Financial Statements - continued

8. Share Transactions - continued

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, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity 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, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 21, 2015

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 funds.

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

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

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

Annual Report

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

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

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

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Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-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 Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), and a Director of FMR Co., Inc. (2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (2014-present), Director of Fidelity SelectCo, LLC (2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

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Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). 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), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
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 Artis-Naples in Naples, Florida (2012-present), a member of the Council on ForeignRelations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-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. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). 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), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (2014-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Limited, Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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 income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

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

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and 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 investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Nasdaq Composite Index Tracking Stock

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 below its competitive median for 2013.

The Board further considered that FMR contractually agreed to waive the fund's expenses to the extent that total operating expenses (excluding interest, certain 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 0.21% through January 31, 2015.

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

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

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

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

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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-0115
1.795568.111

Fidelity® Series

100 Index

Fund

Fidelity Series 100 Index Fund

Class F

Annual Report

November 30, 2014

(Fidelity Cover Art)

Contents

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity Series 100 Index Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2014	Past 1 year	Past 5 years	Life of fund A
Fidelity® Series 100 Index Fund	16.14%	14.82%	6.93%
Class FB	16.23%	14.84%	6.94%

^A From March 29, 2007.

^B The initial offering of Class F shares took place on December 4, 2013. Returns prior to December 4, 2013, are those of Fidelity Series 100 Index Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series 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: The U.S. stock market closed near an all-time high for the 12 months ending November 30, 2014, supported by low interest rates and strong corporate profits. The large-cap S&P 500® Index gained 16.86%, clawing back from a late-period sell-off fueled by fears of a new global economic slump. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® advanced 19.43%, while the small-cap Russell 2000® Index returned a relatively lackluster 3.99% amid growth and valuation worries. Health care (+28%) was the top sector in the S&P 500®, spurred by the strong performance of the pharmaceuticals, biotechnology & life sciences industry. Information technology (+27%) and consumer staples (+18%) also contributed strongly to the index's advance. Conversely, energy (-5%) was the biggest laggard, reflecting a sharp drop in crude prices beginning in June, attributed to weaker demand and a U.S. supply boom driven by shale drilling. Volatility was tame for much of the period, although it spiked to a three-year high in October amid growth concerns, Ebola fears and unrest in Syria, Iraq and Ukraine. Yet stocks proved resilient and gained in mid-October, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Fidelity® Series 100 Index Fund: For the year, the fund's Series 100 Index and Class F shares added 16.14% and 16.23%, respectively, while the benchmark S&P 100® Index gained 16.18%. Information technology stocks did particularly well, led by Apple, the largest weighting in the index and its top individual contributor by a huge margin. This maker of mobile devices continued to generate financial results well beyond analysts' expectations. Semiconductor manufacturer Intel benefited from increased optimism about the prospects for chipmakers. A strong earnings picture boosted the shares of social-media giant Facebook, while software maker Microsoft also contributed. In health care, pharmaceutical and medical devices company Johnson & Johnson and biotechnology firms Gilead Sciences and Amgen further added value. Litigation income received during the period also added to the fund's return. In contrast, various energy stocks were meaningful detractors, hardly a surprise in light of the steep drop in the price of oil this year. Energy producers Chevron, Apache and Occidental Petroleum, as well as oil-field services company Halliburton, all encountered challenges. The leading individual detractor of the period was Amazon.com. Shares of the Internet retailer struggled to a -14% return.

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, 2014 to November 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

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

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

Annual Report

	Annualized Expense Ratio B	Beginning Account Value June 1, 2014	Ending Account Value November 30, 2014	Expenses Paid During Period* June 1, 2014 to November 30, 2014
Series 100 Index	.10%
Actual		$ 1,000.00	$ 1,086.60	$ .52
HypotheticalA		$ 1,000.00	$ 1,024.57	$ .51
Class F	.05%
Actual		$ 1,000.00	$ 1,087.40	$ .26
HypotheticalA		$ 1,000.00	$ 1,024.82	$ .25

^A 5% return per year before expenses

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

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	6.2	5.3
Microsoft Corp.	3.4	2.9
Exxon Mobil Corp.	3.4	4.1
Johnson & Johnson	2.7	2.7
Berkshire Hathaway, Inc. Class B	2.4	2.2
General Electric Co.	2.3	2.5
Wells Fargo & Co.	2.2	2.3
Procter & Gamble Co.	2.1	2.0
JPMorgan Chase & Co.	2.0	2.0
Verizon Communications, Inc.	1.8	1.9
	28.5
Market Sectors as of November 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.3
Financials	14.9	14.6
Health Care	13.8	13.1
Consumer Staples	11.3	11.1
Consumer Discretionary	9.9	9.7
Industrials	9.9	10.1
Energy	8.7	11.1
Telecommunication Services	3.4	3.6
Materials	1.8	2.1
Utilities	0.7	0.7

Annual Report

Investments November 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares		Value
CONSUMER DISCRETIONARY - 9.9%
Automobiles - 0.9%
Ford Motor Co.	1,212,353		$ 19,070,313
General Motors Co.	421,345		14,085,563
			33,155,876
Hotels, Restaurants & Leisure - 1.4%
McDonald's Corp.	306,938		29,714,668
Starbucks Corp.	234,815		19,069,326
			48,783,994
Internet & Catalog Retail - 1.1%
Amazon.com, Inc. (a)	118,429		40,104,797
Media - 3.8%
Comcast Corp. Class A	809,006		46,145,702
The Walt Disney Co.	493,643		45,666,914
Time Warner, Inc.	267,210		22,744,915
Twenty-First Century Fox, Inc. Class A	588,740		21,665,632
			136,223,163
Multiline Retail - 0.4%
Target Corp.	198,091		14,658,734
Specialty Retail - 1.7%
Home Depot, Inc.	420,717		41,819,270
Lowe's Companies, Inc.	308,557		19,695,193
			61,514,463
Textiles, Apparel & Luxury Goods - 0.6%
NIKE, Inc. Class B	219,848		21,828,708
TOTAL CONSUMER DISCRETIONARY			356,269,735
CONSUMER STAPLES - 11.3%
Beverages - 2.9%
PepsiCo, Inc.	471,002		47,147,300
The Coca-Cola Co.	1,233,882		55,314,930
			102,462,230
Food & Staples Retailing - 3.2%
Costco Wholesale Corp.	137,005		19,471,151
CVS Health Corp.	362,014		33,073,599
Wal-Mart Stores, Inc.	493,584		43,208,343
Walgreen Co.	275,087		18,873,719
			114,626,812
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 0.6%
Mondelez International, Inc.	526,986		$ 20,657,851
Household Products - 2.6%
Colgate-Palmolive Co.	268,359		18,675,103
Procter & Gamble Co.	846,375		76,537,691
			95,212,794
Tobacco - 2.0%
Altria Group, Inc.	619,999		31,161,150
Philip Morris International, Inc.	488,301		42,448,006
			73,609,156
TOTAL CONSUMER STAPLES			406,568,843
ENERGY - 8.7%
Energy Equipment & Services - 1.5%
Halliburton Co.	265,863		11,219,419
National Oilwell Varco, Inc.	134,487		9,016,008
Schlumberger Ltd.	405,248		34,831,066
			55,066,493
Oil, Gas & Consumable Fuels - 7.2%
Anadarko Petroleum Corp.	158,157		12,518,127
Apache Corp.	119,556		7,662,344
Chevron Corp.	593,580		64,623,055
ConocoPhillips Co.	384,346		25,393,740
Devon Energy Corp.	120,206		7,088,548
Exxon Mobil Corp.	1,333,085		120,697,516
Occidental Petroleum Corp.	243,701		19,440,029
			257,423,359
TOTAL ENERGY			312,489,852
FINANCIALS - 14.9%
Banks - 7.9%
Bank of America Corp.	3,287,116		56,012,457
Citigroup, Inc.	947,691		51,146,883
JPMorgan Chase & Co.	1,175,725		70,731,616
U.S. Bancorp	563,258		24,896,004
Wells Fargo & Co.	1,484,964		80,900,839
			283,687,799
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - 1.5%
Bank of New York Mellon Corp.	353,722		$ 14,159,492
Goldman Sachs Group, Inc.	128,079		24,131,364
Morgan Stanley	478,700		16,840,666
			55,131,522
Consumer Finance - 1.1%
American Express Co.	281,343		26,001,720
Capital One Financial Corp.	175,461		14,598,355
			40,600,075
Diversified Financial Services - 2.4%
Berkshire Hathaway, Inc. Class B (a)	569,852		84,731,294
Insurance - 1.5%
Allstate Corp.	135,475		9,232,621
American International Group, Inc.	446,025		24,442,170
MetLife, Inc.	351,574		19,551,030
			53,225,821
Real Estate Investment Trusts - 0.5%
Simon Property Group, Inc.	97,141		17,563,093
TOTAL FINANCIALS			534,939,604
HEALTH CARE - 13.8%
Biotechnology - 3.1%
Amgen, Inc.	237,443		39,251,702
Biogen Idec, Inc. (a)	73,816		22,712,445
Gilead Sciences, Inc. (a)	472,527		47,403,909
			109,368,056
Health Care Equipment & Supplies - 1.6%
Abbott Laboratories	470,036		20,921,302
Baxter International, Inc.	169,320		12,360,360
Medtronic, Inc.	306,183		22,617,738
			55,899,400
Health Care Providers & Services - 0.8%
UnitedHealth Group, Inc.	303,717		29,955,608
Pharmaceuticals - 8.3%
AbbVie, Inc.	497,543		34,429,976
Bristol-Myers Squibb Co.	518,239		30,602,013
Eli Lilly & Co.	307,345		20,936,341
Johnson & Johnson	881,583		95,431,360
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Merck & Co., Inc.	901,697		$ 54,462,499
Pfizer, Inc.	1,982,068		61,741,418
			297,603,607
TOTAL HEALTH CARE			492,826,671
INDUSTRIALS - 9.9%
Aerospace & Defense - 3.4%
General Dynamics Corp.	99,278		14,431,050
Honeywell International, Inc.	244,613		24,233,810
Lockheed Martin Corp.	84,329		16,154,063
Raytheon Co.	97,127		10,363,451
The Boeing Co.	209,486		28,146,539
United Technologies Corp.	265,940		29,274,675
			122,603,588
Air Freight & Logistics - 1.1%
FedEx Corp.	82,974		14,784,307
United Parcel Service, Inc. Class B	219,872		24,168,330
			38,952,637
Electrical Equipment - 0.4%
Emerson Electric Co.	218,159		13,907,636
Industrial Conglomerates - 3.2%
3M Co.	202,546		32,425,589
General Electric Co.	3,136,462		83,084,878
			115,510,467
Machinery - 0.6%
Caterpillar, Inc.	196,256		19,743,354
Road & Rail - 1.2%
Norfolk Southern Corp.	96,750		10,801,170
Union Pacific Corp.	280,524		32,756,787
			43,557,957
TOTAL INDUSTRIALS			354,275,639
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 2.3%
Cisco Systems, Inc.	1,593,942		44,056,557
QUALCOMM, Inc.	523,902		38,192,456
			82,249,013
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 4.7%
eBay, Inc. (a)	353,068		$ 19,376,372
Facebook, Inc. Class A (a)	651,231		50,600,649
Google, Inc.:
Class A (a)	88,805		48,761,049
Class C (a)	88,797		48,112,879
			166,850,949
IT Services - 3.6%
Accenture PLC Class A	197,318		17,034,463
IBM Corp.	290,005		47,030,111
MasterCard, Inc. Class A	307,671		26,856,602
Visa, Inc. Class A	153,880		39,730,277
			130,651,453
Semiconductors & Semiconductor Equipment - 2.1%
Intel Corp.	1,547,615		57,648,659
Texas Instruments, Inc.	333,703		18,160,117
			75,808,776
Software - 4.6%
Microsoft Corp.	2,575,665		123,142,544
Oracle Corp.	1,016,553		43,112,013
			166,254,557
Technology Hardware, Storage & Peripherals - 7.4%
Apple, Inc.	1,871,726		222,604,371
EMC Corp.	634,131		19,245,876
Hewlett-Packard Co.	583,372		22,786,510
			264,636,757
TOTAL INFORMATION TECHNOLOGY			886,451,505
MATERIALS - 1.8%
Chemicals - 1.6%
E.I. du Pont de Nemours & Co.	286,092		20,426,969
Monsanto Co.	151,316		18,144,302
The Dow Chemical Co.	350,862		17,076,454
			55,647,725
Metals & Mining - 0.2%
Freeport-McMoRan, Inc.	324,792		8,720,665
TOTAL MATERIALS			64,368,390
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 3.4%
Diversified Telecommunication Services - 3.4%
AT&T, Inc.	1,621,073		$ 57,353,563
Verizon Communications, Inc.	1,295,743		65,551,638
			122,905,201
UTILITIES - 0.7%
Electric Utilities - 0.7%
Exelon Corp.	268,573		9,714,285
Southern Co.	279,983		13,279,594
			22,993,879
TOTAL COMMON STOCKS (Cost $3,133,300,728)		3,554,089,319

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.05% 3/5/15 (c) (Cost $1,999,723)	$ 2,000,000	1,999,922

Money Market Funds - 0.6%
	Shares
Fidelity Cash Central Fund, 0.11% (b) (Cost $22,202,152)	22,202,152		22,202,152
TOTAL INVESTMENT PORTFOLIO - 99.8% (Cost $3,157,502,603)			3,578,291,393
NET OTHER ASSETS (LIABILITIES) - 0.2%			6,714,294
NET ASSETS - 100%		$ 3,585,005,687

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. 2014	$ 3,822,655	$ 70,948
52 CME S&P 500 Index Contracts (United States)	Dec. 2014	26,861,900	557,190
TOTAL EQUITY INDEX CONTRACTS		$ 30,684,555	$ 628,138

The face value of futures purchased as a percentage of net assets is 0.9%

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) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $1,510,941.

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	$ 15,282
Fidelity Securities Lending Cash Central Fund	2,989
Total	$ 18,271

Other Information

The following is a summary of the inputs used, as of November 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 356,269,735	$ 356,269,735	$ -	$ -
Consumer Staples	406,568,843	406,568,843	-	-
Energy	312,489,852	312,489,852	-	-
Financials	534,939,604	534,939,604	-	-
Health Care	492,826,671	492,826,671	-	-
Industrials	354,275,639	354,275,639	-	-
Information Technology	886,451,505	886,451,505	-	-
Materials	64,368,390	64,368,390	-	-
Telecommunication Services	122,905,201	122,905,201	-	-
Utilities	22,993,879	22,993,879	-	-
U.S. Government and Government Agency Obligations	1,999,922	-	1,999,922	-
Money Market Funds	22,202,152	22,202,152	-	-
Total Investments in Securities:	$ 3,578,291,393	$ 3,576,291,471	$ 1,999,922	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 628,138	$ 628,138	$ -	$ -

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, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 628,138	$ -
Total Value of Derivatives	$ 628,138	$ -

(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, 2014
Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $3,135,300,451)	$ 3,556,089,241
Fidelity Central Funds (cost $22,202,152)	22,202,152
Total Investments (cost $3,157,502,603)		$ 3,578,291,393
Receivable for fund shares sold		516,885
Dividends receivable		8,396,084
Distributions receivable from Fidelity Central Funds		1,651
Total assets		3,587,206,013
Liabilities
Payable for fund shares redeemed	1,884,528
Accrued management fee	147,581
Payable for daily variation margin for derivative instruments	93,314
Other affiliated payables	74,903
Total liabilities		2,200,326
Net Assets		$ 3,585,005,687
Net Assets consist of:
Paid in capital		$ 3,698,857,920
Undistributed net investment income		65,171,985
Accumulated undistributed net realized gain (loss) on investments		(600,441,146)
Net unrealized appreciation (depreciation) on investments		421,416,928
Net Assets		$ 3,585,005,687

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	November 30, 2014
Series 100 Index: Net Asset Value, offering price and redemption price per share ($1,814,732,885 ÷ 132,735,772 shares)		$ 13.67
Class F: Net Asset Value, offering price and redemption price per share ($1,770,272,802 ÷ 129,447,155 shares)		$ 13.68

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

Annual Report

Statement of Operations

	Year ended November 30, 2014
Investment Income
Dividends		$ 67,488,432
Interest		796
Income from Fidelity Central Funds		18,271
Total income		67,507,499
Expenses
Management fee	$ 1,514,358
Transfer agent fees	804,231
Independent trustees' compensation	12,150
Interest	190
Miscellaneous	4,599
Total expenses before reductions	2,335,528
Expense reductions	(13)	2,335,515
Net investment income (loss)		65,171,984
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	66,825,345
Futures contracts	2,028,407
Total net realized gain (loss)		68,853,752
Change in net unrealized appreciation (depreciation) on: Investment securities	335,858,240
Futures contracts	468,051
Total change in net unrealized appreciation (depreciation)		336,326,291
Net gain (loss)		405,180,043
Net increase (decrease) in net assets resulting from operations		$ 470,352,027

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended November 30, 2014	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 65,171,984	$ 55,469,554
Net realized gain (loss)	68,853,752	622,362,073
Change in net unrealized appreciation (depreciation)	336,326,291	(130,836,494)
Net increase (decrease) in net assets resulting from operations	470,352,027	546,995,133
Distributions to shareholders from net investment income	-	(209,886,783)
Share transactions - net increase (decrease)	404,368,983	(5,646,352,795)
Total increase (decrease) in net assets	874,721,010	(5,309,244,445)
Net Assets
Beginning of period	2,710,284,677	8,019,529,122
End of period (including undistributed net investment income of $65,171,985 and undistributed net investment income of $0, respectively)	$ 3,585,005,687	$ 2,710,284,677

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

Annual Report

Financial Highlights - Series 100 Index

Years ended November 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 11.77	$ 10.19	$ 8.85	$ 8.33	$ 8.05
Income from Investment Operations
Net investment income (loss) B	.27	.25	.21	.18	.17
Net realized and unrealized gain (loss)	1.63	2.35	1.31	.51	.29
Total from investment operations	1.90	2.60	1.52	.69	.46
Distributions from net investment income	-	(1.02)	(.18)	(.17)	(.18)
Net asset value, end of period	$ 13.67	$ 11.77	$ 10.19	$ 8.85	$ 8.33
Total ReturnA	16.14%	27.56%	17.49%	8.34%	5.83%
Ratios to Average Net Assets C, E
Expenses before reductions	.10%	.18%	.20%	.20%	.20%
Expenses net of fee waivers, if any	.10%	.17%	.20%	.20%	.20%
Expenses net of all reductions	.10%	.17%	.20%	.20%	.20%
Net investment income (loss)	2.11%	2.34%	2.17%	2.05%	2.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,814,733	$ 2,710,285	$ 8,019,529	$ 6,413,368	$ 5,796,424
Portfolio turnover rateD	8%	19%	10%	6%	6%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class F

Year ended November 30,	2014 G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.69
Income from Investment Operations
Net investment income (loss) D	.27
Net realized and unrealized gain (loss)	1.72
Total from investment operations	1.99
Net asset value, end of period	$ 13.68
Total ReturnB, C	17.02%
Ratios to Average Net Assets E, H
Expenses before reductions	.05%A
Expenses net of fee waivers, if any	.05%A
Expenses net of all reductions	.05%A
Net investment income (loss)	2.16%A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,770,273
Portfolio turnover rateF	8%

^A Annualized

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

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

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

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

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

^G For the period December 4, 2013 (commencement of sale of shares) to November 30, 2014.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2014

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. The Fund commenced sale of Class F shares and the existing class was designated Series 100 Index on December 4, 2013. The Fund offers Series 100 Index and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to contribution in kind, futures contracts, market discount, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 756,720,217
Gross unrealized depreciation	(354,934,123)
Net unrealized appreciation (depreciation) on securities	$ 401,786,094
Tax Cost	$ 3,176,505,299

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

Undistributed ordinary income	$ 65,171,981
Capital loss carryforward	$ (580,810,309)
Net unrealized appreciation (depreciation) on securities and other investments	$ 401,786,094

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	$ (283,491,729)
2018	(297,318,580)
Total capital loss carryforward	$ (580,810,309)

The tax character of distributions paid was as follows:

	November 30, 2014	November 30, 2013
Ordinary Income	$ -	$ 209,886,783

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Annual Report

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 $2,028,407 and a change in net unrealized appreciation (depreciation) of $468,051 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 $694,229,304 and $234,112,374, 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 that is based on an annual rate of .05% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as transfer agent and interest expense, including commitment fees. The management fee is reduced by an amount equal to the fees and expenses paid by the Fund to the independent Trustees.

In addition, under the expense contract, the investment adviser pays class-level expenses for Series 100 Index so that the total expenses do not exceed .10%, expressed as a percentage of class average net assets, with certain exceptions such as interest expense, including commitment fees.

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.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives transfer agent fees at an annual rate of .075% of average net assets for Series 100 Index. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series 100 Index. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Under the expense contract, Series 100 Index pays a portion of the transfer agent fees at an annual rate of .05% of average net assets.

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

	Amount
Series 100 Index	$ 804,231

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	$ 7,115,000	.32%	$ 190

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 $4,599 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

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. At period end, there were no security loans outstanding. 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 $2,989.

9. Expense Reductions.

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 $13.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2014	2013
From net investment income
Series 100 Index	$ -	$ 209,886,783
Class F	$ -	$ -
Total	$ -	$ 209,886,783

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2014 A	2013	2014 A	2013
Series 100 Index
Shares sold	36,645,496	59,244,955	$ 454,477,901	$ 660,899,049
Reinvestment of distributions	-	21,167,619	-	209,886,783
Shares redeemed	(134,267,685)	(637,102,463) B	(1,585,941,743)	(6,517,138,627) B
Net increase (decrease)	(97,622,189)	(556,689,889)	$ (1,131,463,842)	$ (5,646,352,795)
Class F
Shares sold	146,734,305	-	$ 1,751,474,454	$ -
Reinvestment of distributions	-	-	-	-
Shares redeemed	(17,287,150)	-	(215,641,629)	-
Net increase (decrease)	129,447,155	-	$ 1,535,832,825	$ -

^A Share transactions for Class F are for the period December 4, 2013 (commencement of sale of shares) to November 30, 2014.

^B Amount includes in-kind redemptions.

12. Other.

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

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, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2014, by correspondence with the custodians and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series 100 Index Fund as of November 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 21, 2015

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 funds.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

The fund's Statements of Additional Information (SAIs) include more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series 100 Index Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), and a Director of FMR Co., Inc. (2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (2014-present), Director of Fidelity SelectCo, LLC (2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). 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), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
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 Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-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. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). 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), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (2014-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Limited, Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

Series 100 Index designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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 often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and 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 investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. 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 "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses under the fund's management contract.

Annual Report

Fidelity Series 100 Index Fund

The Board noted that the fund's hypothetical net management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. Although the fund's hypothetical net management fee was negative, the Board noted that it is truly a hypothetical number derived for purposes of providing a more meaningful competitive comparison and is not intended to suggest that Fidelity pays the fund to manage the fund's assets.

Furthermore, the Board considered that it had approved an amended and restated management contract for the fund (effective October 1, 2013) that lowered the fund's management fee from 0.20% to 0.05%. The Board considered that the chart reflects the fund's lower management fee for 2013, as if the lower fee were in effect for the entire year.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of Class F ranked below its competitive median for 2013 and the total expense ratio of the retail class ranked equal to its competitive median for 2013.

The Board considered that the current contractual arrangement for the fund obliges FMR to pay all "class-level" expenses of the retail class of the fund to the extent necessary to limit total expenses, with certain exceptions, to 0.10%. This contractual arrangement may not be increased without the approval of the Board and the shareholders of the applicable class.

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

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

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

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

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

Annual Report

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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-0115
1.842443.107

Item 2. Code of Ethics

As of the end of the period, November 30, 2014, 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, 2014 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Fund	$43,000	$-	$6,000	$800
Fidelity Series 100 Index Fund	$56,000	$-	$5,800	$1,200

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

^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, 2014 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$66,000	$-	$4,700	$1,800

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

^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, 2014A	November 30, 2013A
Audit-Related Fees	$-	$795,000
Tax Fees	$-	$-
All Other Fees	$640,000	$795,000

^A Amounts may reflect rounding.

Services Billed by PwC

	November 30, 2014A	November 30, 2013A
Audit-Related Fees	$5,185,000	$4,860,000
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, 2014 A	November 30, 2013 A
PwC	$6,485,000	$5,445,000
Deloitte Entities	$1,730,000	$1,725,000

^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, 2014, 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, 2015

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, 2015

By:	/s/Howard J. Galligan III
	Howard J. Galligan III
	Chief Financial Officer
Date:	January 27, 2015