N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-1796

Fidelity Destiny Portfolios
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

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

Date of fiscal year end:

September 30

 

 

Date of reporting period:

September 30, 2010

Item 1. Reports to Stockholders

Fidelity Destiny® Portfolios:
Fidelity AdvisorSM

Diversified Stock Fund -

Class A

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Class A

10.70%

0.77%

-2.29%

$50/month 15-Year Plan A

-44.65%

-1.33%

-2.79%

A The figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Diversified Stock Fund - Class A on September 30, 2000. The chart shows how the value of an investment in the fund would have changed, and also shows how the S&P 500® Index performed over the same period.

fid691557

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Class A shares returned 10.70% (excluding sales charges), roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the sector were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Class O shares returned 11.15% (excluding sales charges), roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the sector were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 2.53

Hypothetical A

 

$ 1,000.00

$ 1,022.51

$ 2.59

Class A

.87%

 

 

 

Actual

 

$ 1,000.00

$ 979.40

$ 4.32

Hypothetical A

 

$ 1,000.00

$ 1,020.71

$ 4.41

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 977.80

$ 6.35

Hypothetical A

 

$ 1,000.00

$ 1,018.65

$ 6.48

Class B

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Class C

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 980.10

$ 3.87

Hypothetical A

 

$ 1,000.00

$ 1,021.16

$ 3.95

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.5

3.4

JPMorgan Chase & Co.

3.8

2.5

Wells Fargo & Co.

3.7

4.5

Bank of America Corp.

3.1

1.9

Apple, Inc.

3.0

2.5

Corning, Inc.

2.6

2.2

Chevron Corp.

2.5

3.1

MasterCard, Inc. Class A

2.5

1.3

Pfizer, Inc.

2.4

2.9

Cisco Systems, Inc.

2.3

2.4

 

30.4

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.1

25.1

Financials

19.5

19.6

Energy

12.5

12.2

Health Care

11.1

12.1

Consumer Discretionary

9.7

9.9

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 97.9%

 

fid691559

Stocks 99.6%

 

fid691562

Convertible
Securities 0.0%

 

fid691564

Convertible
Securities 0.0%

 

fid691566

Short-Term
Investments and
Net Other Assets 2.1%

 

fid691566

Short-Term
Investments and
Net Other Assets 0.4%

 

* Foreign investments

11.9%

 

** Foreign investments

10.0%

 

fid691569

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Diversified Consumer Services - 0.1%

Service Corp. International

250,000

$ 2,155,000

Hotels, Restaurants & Leisure - 1.3%

Denny's Corp. (a)

2,300,000

7,153,000

McCormick & Schmick's Seafood Restaurants (a)(e)

900,000

7,002,000

Ruth's Hospitality Group, Inc. (a)

1,400,000

5,614,000

Wendy's/Arby's Group, Inc.

250,000

1,132,500

 

20,901,500

Household Durables - 0.3%

KB Home

345,200

3,911,116

Leisure Equipment & Products - 0.1%

Hasbro, Inc.

50,000

2,225,500

Media - 2.4%

Comcast Corp. Class A

1,500,000

27,120,000

DIRECTV (a)

175,000

7,285,250

Playboy Enterprises, Inc. Class B (non-vtg.) (a)(d)

1,000,000

5,140,000

 

39,545,250

Multiline Retail - 0.8%

Big Lots, Inc. (a)

75,000

2,493,750

Macy's, Inc.

275,000

6,349,750

Nordstrom, Inc.

100,000

3,720,000

 

12,563,500

Specialty Retail - 2.4%

bebe Stores, Inc.

275,000

1,982,750

Best Buy Co., Inc.

225,000

9,186,750

Lowe's Companies, Inc.

500,000

11,145,000

Office Depot, Inc. (a)

1,000,000

4,600,000

Sonic Automotive, Inc. Class A (sub. vtg.) (a)(d)

299,200

2,941,136

Staples, Inc.

375,000

7,845,000

The Men's Wearhouse, Inc.

75,000

1,784,250

 

39,484,886

Textiles, Apparel & Luxury Goods - 1.1%

Carter's, Inc. (a)

75,000

1,974,750

Hanesbrands, Inc. (a)

125,000

3,232,500

Liz Claiborne, Inc. (a)(d)

750,000

4,560,000

Ports Design Ltd.

1,000,000

2,764,532

Trinity Ltd.

2,000,000

1,956,438

Warnaco Group, Inc. (a)

50,000

2,556,500

 

17,044,720

TOTAL CONSUMER DISCRETIONARY

137,831,472

CONSUMER STAPLES - 6.3%

Beverages - 2.7%

Anheuser-Busch InBev SA NV

50,000

2,941,535

 

Shares

Value

PepsiCo, Inc.

225,000

$ 14,949,000

The Coca-Cola Co.

450,000

26,334,000

 

44,224,535

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

450,000

14,161,500

Drogasil SA

100,000

2,550,704

Wal-Mart de Mexico SA de CV Series V

500,000

1,252,926

Wal-Mart Stores, Inc.

425,000

22,746,000

 

40,711,130

Food Products - 1.1%

Archer Daniels Midland Co.

250,000

7,980,000

The J.M. Smucker Co.

100,000

6,053,000

Unilever NV unit

125,000

3,735,000

 

17,768,000

TOTAL CONSUMER STAPLES

102,703,665

ENERGY - 12.5%

Energy Equipment & Services - 2.2%

Dresser-Rand Group, Inc. (a)

50,000

1,844,500

Helix Energy Solutions Group, Inc. (a)

525,000

5,848,500

Noble Corp.

250,000

8,447,500

North American Energy Partners, Inc. (a)

900,000

7,335,007

Weatherford International Ltd. (a)

725,000

12,397,500

 

35,873,007

Oil, Gas & Consumable Fuels - 10.3%

Amyris, Inc.

148,600

2,563,350

Chevron Corp.

500,000

40,525,000

EXCO Resources, Inc.

500,000

7,435,000

Exxon Mobil Corp.

1,174,300

72,559,998

Newfield Exploration Co. (a)

75,000

4,308,000

Occidental Petroleum Corp.

150,000

11,745,000

Penn West Energy Trust

200,000

4,008,748

PetroBakken Energy Ltd. Class A (d)

100,000

2,242,527

Plains Exploration & Production Co. (a)

125,000

3,333,750

Southwestern Energy Co. (a)

150,000

5,016,000

Suncor Energy, Inc.

400,000

13,025,516

 

166,762,889

TOTAL ENERGY

202,635,896

FINANCIALS - 19.5%

Capital Markets - 1.5%

Ashmore Group PLC

269,200

1,415,023

Bank of New York Mellon Corp.

300,000

7,839,000

Morgan Stanley

600,000

14,808,000

 

24,062,023

Commercial Banks - 6.2%

Alliance Financial Corp.

175,000

5,290,250

Banco Santander SA

375,000

4,760,122

BB&T Corp.

275,000

6,622,000

Citizens Banking Corp., Michigan (a)

1,000,000

901,100

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Comerica, Inc.

150,000

$ 5,572,500

Regions Financial Corp.

750,000

5,452,500

Standard Chartered PLC (United Kingdom)

75,000

2,151,416

SunTrust Banks, Inc.

125,000

3,228,750

Susquehanna Bancshares, Inc., Pennsylvania

450,000

3,798,000

Wells Fargo & Co.

2,400,000

60,312,000

Wilmington Trust Corp., Delaware

250,000

2,245,000

 

100,333,638

Diversified Financial Services - 8.8%

Bank of America Corp.

3,800,000

49,818,000

Citigroup, Inc. (a)

3,500,000

13,650,000

JPMorgan Chase & Co.

1,625,000

61,863,750

KKR Financial Holdings LLC

1,900,000

16,682,000

 

142,013,750

Insurance - 2.1%

ACE Ltd.

125,000

7,281,250

Allstate Corp.

250,000

7,887,500

Genworth Financial, Inc. Class A (a)

193,200

2,360,904

Hanover Insurance Group, Inc.

100,000

4,700,000

RenaissanceRe Holdings Ltd.

160,000

9,593,600

The Chubb Corp.

50,000

2,849,500

 

34,672,754

Thrifts & Mortgage Finance - 0.9%

MGIC Investment Corp. (a)

150,000

1,384,500

Radian Group, Inc.

1,667,600

13,040,632

 

14,425,132

TOTAL FINANCIALS

315,507,297

HEALTH CARE - 11.1%

Biotechnology - 1.5%

Alnylam Pharmaceuticals, Inc. (a)

150,000

1,842,000

AMAG Pharmaceuticals, Inc. (a)

100,000

1,721,000

Amgen, Inc. (a)

225,000

12,399,750

PDL BioPharma, Inc.

500,000

2,630,000

SIGA Technologies, Inc. (a)(d)

300,000

2,538,000

United Therapeutics Corp. (a)

50,000

2,800,500

 

23,931,250

Health Care Equipment & Supplies - 0.4%

Gen-Probe, Inc. (a)

50,000

2,423,000

Meridian Bioscience, Inc. (d)

175,000

3,829,000

 

6,252,000

Health Care Providers & Services - 2.8%

Express Scripts, Inc. (a)

75,000

3,652,500

LCA-Vision, Inc. (a)

525,000

2,924,250

McKesson Corp.

200,000

12,356,000

Medco Health Solutions, Inc. (a)

125,000

6,507,500

 

Shares

Value

Quest Diagnostics, Inc.

100,000

$ 5,047,000

UnitedHealth Group, Inc.

225,000

7,899,750

WellPoint, Inc. (a)

125,000

7,080,000

 

45,467,000

Health Care Technology - 0.2%

MedAssets, Inc. (a)(d)

150,000

3,156,000

Life Sciences Tools & Services - 0.1%

Covance, Inc. (a)

50,000

2,339,500

Pharmaceuticals - 6.1%

Elan Corp. PLC sponsored ADR (a)

500,000

2,875,000

Johnson & Johnson

500,000

30,980,000

Merck & Co., Inc.

700,000

25,767,000

Pfizer, Inc.

2,300,000

39,491,000

 

99,113,000

TOTAL HEALTH CARE

180,258,750

INDUSTRIALS - 7.1%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

450,000

19,773,000

Precision Castparts Corp.

75,000

9,551,250

United Technologies Corp.

150,000

10,684,500

 

40,008,750

Airlines - 0.2%

Delta Air Lines, Inc. (a)

350,000

4,074,000

Building Products - 0.5%

Masco Corp.

275,000

3,027,750

Owens Corning (a)

200,000

5,126,000

 

8,153,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

250,000

3,937,500

Iron Mountain, Inc.

175,000

3,909,500

Standard Parking Corp. (a)

254,000

4,343,400

 

12,190,400

Construction & Engineering - 0.3%

Quanta Services, Inc. (a)

250,000

4,770,000

Electrical Equipment - 0.2%

General Cable Corp. (a)

100,000

2,712,000

Industrial Conglomerates - 0.3%

Textron, Inc.

275,000

5,654,000

Machinery - 1.3%

ArvinMeritor, Inc. (a)

200,000

3,108,000

Douglas Dynamics, Inc.

126,240

1,559,064

Ingersoll-Rand Co. Ltd.

300,000

10,713,000

WABCO Holdings, Inc. (a)

125,000

5,242,500

 

20,622,564

Road & Rail - 0.8%

Con-way, Inc.

125,000

3,873,750

CSX Corp.

175,000

9,681,000

 

13,554,750

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.2%

WESCO International, Inc. (a)

100,000

$ 3,929,000

TOTAL INDUSTRIALS

115,669,214

INFORMATION TECHNOLOGY - 28.1%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

1,700,000

37,230,000

Juniper Networks, Inc. (a)

350,000

10,622,500

Motorola, Inc. (a)

700,000

5,971,000

 

53,823,500

Computers & Peripherals - 3.0%

Apple, Inc. (a)

170,000

48,237,500

Electronic Equipment & Components - 3.3%

Acacia Research Corp. - Acacia Technologies (a)

374,400

6,589,440

Corning, Inc.

2,300,000

42,044,000

Fabrinet (a)

275,000

4,350,500

 

52,983,940

Internet Software & Services - 2.4%

eBay, Inc. (a)

500,000

12,200,000

Google, Inc. Class A (a)

40,000

21,031,600

Rackspace Hosting, Inc. (a)

225,000

5,845,500

 

39,077,100

IT Services - 6.2%

Cognizant Technology Solutions Corp. Class A (a)

100,000

6,447,000

International Business Machines Corp.

275,000

36,888,500

MasterCard, Inc. Class A

180,000

40,320,000

Paychex, Inc.

625,000

17,181,250

 

100,836,750

Semiconductors & Semiconductor Equipment - 7.3%

ASM International NV unit (a)

250,000

6,360,000

ASML Holding NV

250,000

7,432,500

KLA-Tencor Corp.

400,000

14,092,000

Lam Research Corp. (a)

244,100

10,215,585

MEMC Electronic Materials, Inc. (a)

825,000

9,834,000

National Semiconductor Corp.

400,000

5,108,000

Netlogic Microsystems, Inc. (a)

50,000

1,379,000

NXP Semiconductors NV

300,000

3,717,000

Samsung Electronics Co. Ltd.

10,000

6,814,298

Siliconware Precision Industries Co. Ltd. sponsored ADR

1,000,000

5,430,000

Taiwan Semiconductor Manufacturing Co. Ltd.

8,000,000

15,853,065

Teradyne, Inc. (a)

1,750,000

19,495,000

Texas Instruments, Inc.

425,000

11,534,500

 

117,264,948

 

Shares

Value

Software - 2.6%

Autonomy Corp. PLC (a)

725,000

$ 20,648,959

CA, Inc.

175,000

3,696,000

Nuance Communications, Inc. (a)

325,000

5,083,000

Oracle Corp.

225,000

6,041,250

Salesforce.com, Inc. (a)

50,000

5,590,000

SciQuest, Inc.

100,000

1,208,000

 

42,267,209

TOTAL INFORMATION TECHNOLOGY

454,490,947

MATERIALS - 1.6%

Chemicals - 1.0%

Celanese Corp. Class A

50,000

1,605,000

Ecolab, Inc.

200,000

10,148,000

The Mosaic Co.

75,000

4,407,000

 

16,160,000

Metals & Mining - 0.6%

Gem Diamonds Ltd. (a)

600,000

1,873,358

Nucor Corp.

200,000

7,640,000

 

9,513,358

TOTAL MATERIALS

25,673,358

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.8%

Verizon Communications, Inc.

375,000

12,221,250

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

1,500,000

6,945,000

TOTAL TELECOMMUNICATION SERVICES

19,166,250

UTILITIES - 0.8%

Electric Utilities - 0.2%

Entergy Corp.

50,000

3,826,500

Independent Power Producers & Energy Traders - 0.6%

AES Corp. (a)

475,000

5,391,250

NRG Energy, Inc. (a)

200,000

4,164,000

 

9,555,250

TOTAL UTILITIES

13,381,750

TOTAL COMMON STOCKS

(Cost $1,636,925,519)

1,567,318,599

Nonconvertible Preferred Stocks - 1.2%

Shares

Value

CONSUMER DISCRETIONARY - 1.2%

Automobiles - 1.2%

Porsche Automobil Holding SE

325,000

$ 16,095,789

Volkswagen AG

25,000

3,017,545

 

19,113,334

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $19,825,871)

19,113,334

Convertible Bonds - 0.0%

 

Principal Amount

 

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (c)

(Cost $118,855)

$ 2,950,000

0

Money Market Funds - 3.7%

Shares

Value

Fidelity Cash Central Fund, 0.25% (f)

52,375,178

$ 52,375,178

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(f)

7,074,987

7,074,987

TOTAL MONEY MARKET FUNDS

(Cost $59,450,165)

59,450,165

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $1,716,320,410)

1,645,882,098

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(25,769,789)

NET ASSETS - 100%

$ 1,620,112,309

Legend

(a) Non-income producing

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

(c) Non-income producing - Security is in default.

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

(e) Affiliated company

(f) Affiliated fund that is 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.

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

$ 17,460

Fidelity Securities Lending Cash Central Fund

244,651

Total

$ 262,111

Other Affiliated Issuers

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

McCormick & Schmick's Seafood Restaurants

$ 4,917,944

$ 2,475,746

$ 773,616

$ -

$ 7,002,000

Other Information

The following is a summary of the inputs used, as of September 30, 2010, 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 Security 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

$ 156,944,806

$ 156,944,806

$ -

$ -

Consumer Staples

102,703,665

102,703,665

-

-

Energy

202,635,896

202,635,896

-

-

Financials

315,507,297

310,747,175

4,760,122

-

Health Care

180,258,750

180,258,750

-

-

Industrials

115,669,214

115,669,214

-

-

Information Technology

454,490,947

438,637,882

15,853,065

-

Materials

25,673,358

25,673,358

-

-

Telecommunication Services

19,166,250

19,166,250

-

-

Utilities

13,381,750

13,381,750

-

-

Corporate Bonds

-

-

-

-

Money Market Funds

59,450,165

59,450,165

-

-

Total Investments in Securities:

$ 1,645,882,098

$ 1,625,268,911

$ 20,613,187

$ -

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

United States of America

88.1%

Switzerland

1.7%

Canada

1.5%

United Kingdom

1.5%

Taiwan

1.4%

Netherlands

1.3%

Germany

1.2%

Others (Individually Less Than 1%)

3.3%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $584,176,896 of which $42,755,310, $517,419,169 and $24,002,417 will expire on September 30, 2011, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,869,076) - See accompanying schedule:

Unaffiliated issuers (cost $1,646,471,143)

$ 1,579,429,933

 

Fidelity Central Funds (cost $59,450,165)

59,450,165

 

Other affiliated issuers (cost $10,399,102)

7,002,000

 

Total Investments (cost $1,716,320,410)

 

$ 1,645,882,098

Receivable for fund shares sold

729,451

Dividends receivable

1,302,625

Distributions receivable from Fidelity Central Funds

5,825

Other receivables

88,332

Total assets

1,648,008,331

 

 

 

Liabilities

Payable for investments purchased

$ 18,380,463

Payable for fund shares redeemed

1,601,117

Accrued management fee

558,848

Distribution and service plan fees payable

30,823

Other affiliated payables

131,589

Other payables and accrued expenses

118,195

Collateral on securities loaned, at value

7,074,987

Total liabilities

27,896,022

 

 

 

Net Assets

$ 1,620,112,309

Net Assets consist of:

 

Paid in capital

$ 2,272,767,566

Undistributed net investment income

13,656,466

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

(595,875,426)

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

(70,436,297)

Net Assets

$ 1,620,112,309

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($1,458,736,195 ÷ 107,665,207 shares)

$ 13.55

 

 

 

Class A:
Net Asset Value
and redemption price per share ($110,671,778 ÷ 8,331,472 shares)

$ 13.28

 

 

 

Maximum offering price per share (100/94.25 of $13.28)

$ 14.09

Class T:
Net Asset Value
and redemption price per share ($12,050,672 ÷ 912,299 shares)

$ 13.21

 

 

 

Maximum offering price per share (100/96.50 of $13.21)

$ 13.69

Class B:
Net Asset Value
and offering price per share ($1,060,490 ÷ 81,334 shares)A

$ 13.04

 

 

 

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,852,885 ÷ 218,725 shares)A

$ 13.04

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($34,740,289 ÷ 2,513,543 shares)

$ 13.82

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 27,931,313

Interest

 

148

Income from Fidelity Central Funds

 

262,111

Total income

 

28,193,572

 

 

 

Expenses

Management fee

$ 7,140,208

Transfer agent fees

625,115

Distribution and service plan fees

391,527

Accounting and security lending fees

540,786

Custodian fees and expenses

86,102

Independent trustees' compensation

10,124

Appreciation in deferred trustee compensation account

111

Registration fees

81,808

Audit

75,408

Legal

12,342

Interest

7,833

Miscellaneous

24,824

Total expenses before reductions

8,996,188

Expense reductions

(140,352)

8,855,836

Net investment income (loss)

19,337,736

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

269,134,051

Other affiliated issuers

371,026

 

Foreign currency transactions

(127,298)

Capital gain distributions from Fidelity Central Funds

2,058

Total net realized gain (loss)

 

269,379,837

Change in net unrealized appreciation (depreciation) on:

Investment securities

(109,172,514)

Assets and liabilities in foreign currencies

(1,612)

Total change in net unrealized appreciation (depreciation)

 

(109,174,126)

Net gain (loss)

160,205,711

Net increase (decrease) in net assets resulting from operations

$ 179,543,447

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 19,337,736

$ 18,790,137

Net realized gain (loss)

269,379,837

(427,887,586)

Change in net unrealized appreciation (depreciation)

(109,174,126)

448,274,527

Net increase (decrease) in net assets resulting from operations

179,543,447

39,177,078

Distributions to shareholders from net investment income

(18,699,364)

(21,704,272)

Distributions to shareholders from net realized gain

(699,305)

-

Total distributions

(19,398,669)

(21,704,272)

Share transactions - net increase (decrease)

(394,795,070)

(67,335,220)

Total increase (decrease) in net assets

(234,650,292)

(49,862,414)

 

 

 

Net Assets

Beginning of period

1,854,762,601

1,904,625,015

End of period (including undistributed net investment income of $13,656,466 and undistributed net investment income of $12,886,723, respectively)

$ 1,620,112,309

$ 1,854,762,601

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.33

$ 12.06

$ 17.44

$ 14.82

$ 13.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

.13

.20

.15

.13

Net realized and unrealized gain (loss)

  1.21

.29

(5.41)

2.62

1.29

Total from investment operations

  1.36

.42

(5.21)

2.77

1.42

Distributions from net investment income

  (.14)

(.15)

(.17)

(.15)

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.14) G

(.15)

(.17)

(.15)

(.11)

Net asset value, end of period

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Total Return A, B

  11.15%

4.04%

(30.13)%

18.83%

10.55%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  .51%

.51%

.49%

.49%

.49%

Expenses net of fee waivers, if any

  .51%

.51%

.49%

.49%

.49%

Expenses net of all reductions

  .50%

.50%

.48%

.48%

.48%

Net investment income (loss)

  1.20%

1.34%

1.30%

.95%

.90%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

$ 2,915,932

Portfolio turnover rate E

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.09

$ 11.80

$ 17.07

$ 14.53

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

.08

.13

.08

.06

Net realized and unrealized gain (loss)

  1.19

.30

(5.29)

2.56

1.28

Total from investment operations

  1.29

.38

(5.16)

2.64

1.34

Distributions from net investment income

  (.09)

(.09)

(.11)

(.10)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10)

(.09)

(.11)

(.10)

(.05)

Net asset value, end of period

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Total Return A, B, C

  10.70%

3.59%

(30.42)%

18.25%

10.13%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .88%

.95%

.92%

.91%

.95%

Expenses net of fee waivers, if any

  .88%

.95%

.92%

.91%

.95%

Expenses net of all reductions

  .87%

.93%

.91%

.90%

.94%

Net investment income (loss)

  .82%

.90%

.87%

.52%

.44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,672

$ 129,758

$ 124,522

$ 182,686

$ 130,332

Portfolio turnover rate F

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.04

$ 11.69

$ 16.91

$ 14.45

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

.05

.08

.03

.02

Net realized and unrealized gain (loss)

  1.18

.32

(5.26)

2.54

1.27

Total from investment operations

  1.23

.37

(5.18)

2.57

1.29

Distributions from net investment income

  (.05)

(.02)

(.04)

(.11)

(.08)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.06)

(.02)

(.04)

(.11)

(.08)

Net asset value, end of period

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Total Return A, B

  10.25%

3.25%

(30.69)%

17.90%

9.75%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of fee waivers, if any

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of all reductions

  1.29%

1.32%

1.26%

1.22%

1.24%

Net investment income (loss)

  .40%

.52%

.53%

.20%

.14%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,051

$ 11,378

$ 12,444

$ 26,732

$ 12,646

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.38

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- H

- H

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.17

.31

(5.21)

2.54

1.27

Total from investment operations

  1.16

.31

(5.21)

2.48

1.21

Distributions from net investment income

  (.01)

-

-

(.06)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.02)

-

-

(.06)

(.05)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Total Return A, B

  9.72%

2.67%

(31.01)%

17.26%

9.19%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of fee waivers, if any

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.80%

1.81%

Net investment income (loss)

  (.10)%

.02%

-% F

(.37)%

(.42)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,060

$ 1,072

$ 853

$ 1,356

$ 909

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.37

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- G

- G

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.16

.31

(5.21)

2.54

1.28

Total from investment operations

  1.15

.31

(5.21)

2.48

1.22

Distributions from net investment income

  (.01)

-

-

(.05)

(.07)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.01) H

-

-

(.05)

(.07)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Total Return A, B

  9.69%

2.67%

(31.01)%

17.31%

9.20%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of fee waivers, if any

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.78%

1.84%

Net investment income (loss)

  (.09)%

.03%

.01%

(.36)%

(.45)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,853

$ 2,501

$ 2,676

$ 4,897

$ 2,758

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.57

$ 12.15

$ 17.56

$ 14.77

$ 13.50

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.10

.17

.12

.09

Net realized and unrealized gain (loss)

  1.24

.34

(5.45)

2.67

1.29

Total from investment operations

  1.35

.44

(5.28)

2.79

1.38

Distributions from net investment income

  (.10)

(.02)

(.13)

-

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10) F

(.02)

(.13)

-

(.11)

Net asset value, end of period

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Total Return A

  10.81%

3.75%

(30.25)%

18.89%

10.26%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .78%

.79%

.69%

.65%

.77%

Expenses net of fee waivers, if any

  .78%

.79%

.69%

.65%

.77%

Expenses net of all reductions

  .77%

.77%

.69%

.64%

.76%

Net investment income (loss)

  .92%

1.06%

1.10%

.78%

.62%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 34,740

$ 1,344

$ 5,242

$ 42,212

$ 579,483

Portfolio turnover rate D

  102%

162%

121%

148%

66%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Diversified Stock Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010 is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 118,795,207

Gross unrealized depreciation

(204,082,680)

Net unrealized appreciation (depreciation)

$ (85,287,473)

 

 

Tax Cost

$ 1,731,169,571

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

Undistributed ordinary income

$ 16,866,604

Capital loss carryforward

$ (584,176,896)

Net unrealized appreciation (depreciation)

$ (85,285,458)

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 19,398,669

$ 21,704,272

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,670,999,212 and $2,087,473,910, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .43% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

0%

.25%

$ 295,142

$ 3,130

Class T

.25%

.25%

59,190

4

Class B

.75%

.25%

10,600

7,954

Class C

.75%

.25%

26,595

5,335

 

 

 

$ 391,527

$ 16,423

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,987

Class T

2,171

Class B*

3,575

Class C*

469

 

15,202

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 394,547

.03

Class A

175,272

.15

Class T

38,238

.32

Class B

3,378

.32

Class C

8,406

.32

Institutional Class

5,274

.30

 

$ 625,115

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $59,551 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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 Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,497,507

.39%

$ 5,620

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,846 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $244,651.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $8,546,200. The weighted average interest rate was .62%. The interest expense amounted to $2,213 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $140,352 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 17,708,586

$ 20,731,859

Class A

926,935

945,483

Class T

51,155

20,415

Class B

889

-

Class C

1,448

-

Institutional Class

10,351

6,515

Total

$ 18,699,364

$ 21,704,272

From net realized gain

 

 

Class O

$ 641,616

$ -

Class A

50,930

-

Class T

4,736

-

Class B

444

-

Class C

1,034

-

Institutional Class

545

-

Total

$ 699,305

$ -

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

9,552,630

7,606,531

$ 122,347,240

$ 76,359,324

Reinvestment of distributions

1,247,286

2,111,096

15,553,658

17,416,562

Shares redeemed

(41,671,845)

(17,019,138)

(535,108,268)

(158,838,504)

Net increase (decrease)

(30,871,929)

(7,301,511)

$ (397,207,370)

$ (65,062,618)

Class A

 

 

 

 

Shares sold

2,753,283

2,335,925

$ 35,143,064

$ 21,078,470

Reinvestment of distributions

74,066

108,691

908,047

882,568

Shares redeemed

(5,224,869)

(2,265,889)

(66,445,318)

(20,059,558)

Net increase (decrease)

(2,397,520)

178,727

$ (30,394,207)

$ 1,901,480

Class T

 

 

 

 

Shares sold

163,283

205,277

$ 2,055,777

$ 1,901,523

Reinvestment of distributions

4,499

2,483

55,026

20,112

Shares redeemed

(200,402)

(326,967)

(2,544,126)

(2,949,011)

Net increase (decrease)

(32,620)

(119,207)

$ (433,323)

$ (1,027,376)

Class B

 

 

 

 

Shares sold

15,874

31,825

$ 199,572

$ 293,713

Reinvestment of distributions

106

-

1,288

-

Shares redeemed

(24,729)

(15,335)

(310,445)

(138,927)

Net increase (decrease)

(8,749)

16,490

$ (109,585)

$ 154,786

Class C

 

 

 

 

Shares sold

66,698

71,381

$ 848,168

$ 670,802

Reinvestment of distributions

196

-

2,376

-

Shares redeemed

(58,243)

(92,183)

(719,732)

(803,319)

Net increase (decrease)

8,651

(20,802)

$ 130,812

$ (132,517)

Institutional Class

 

 

 

 

Shares sold

2,435,059

11,727

$ 33,604,258

$ 106,180

Reinvestment of distributions

612

599

7,803

5,046

Shares redeemed

(29,007)

(337,015)

(393,458)

(3,280,201)

Net increase (decrease)

2,406,664

(324,689)

$ 33,218,603

$ (3,168,975)

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Diversified Stock Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Diversified Stock Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts
November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees.

The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Annual Report

Trustees and Officers - continued

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

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

Class A designates 100% of the dividends distributed during the fiscal year as amounts which 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Advisor Diversified Stock Fund

fid691571

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 4% means that 96% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Diversified Stock Fund

fid691573

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan), Inc.
Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MAfid691575

DESIN-UANN-1110
1.837886.104

Fidelity Destiny® Portfolios:
Fidelity AdvisorSM

Diversified Stock Fund -

Class O

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Class O

11.15%

1.20%

-1.68%

$50/month 15-Year Plan A

-46.87%

-2.45%

-2.97%

A The figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect custodian fees and sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan, and 5.7% on each subsequent investment thereafter, and a Custodian Fee of up to $1.50 per investment. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Diversified Stock Fund - Class O on September 30, 2000. The chart shows how the value of an investment in the fund would have changed, and also shows how the S&P 500® Index performed over the same period.

fid691589

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Class A shares returned 10.70% (excluding sales charges), roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the sector were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Class O shares returned 11.15% (excluding sales charges), roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the sector were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 2.53

Hypothetical A

 

$ 1,000.00

$ 1,022.51

$ 2.59

Class A

.87%

 

 

 

Actual

 

$ 1,000.00

$ 979.40

$ 4.32

Hypothetical A

 

$ 1,000.00

$ 1,020.71

$ 4.41

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 977.80

$ 6.35

Hypothetical A

 

$ 1,000.00

$ 1,018.65

$ 6.48

Class B

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Class C

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 980.10

$ 3.87

Hypothetical A

 

$ 1,000.00

$ 1,021.16

$ 3.95

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.5

3.4

JPMorgan Chase & Co.

3.8

2.5

Wells Fargo & Co.

3.7

4.5

Bank of America Corp.

3.1

1.9

Apple, Inc.

3.0

2.5

Corning, Inc.

2.6

2.2

Chevron Corp.

2.5

3.1

MasterCard, Inc. Class A

2.5

1.3

Pfizer, Inc.

2.4

2.9

Cisco Systems, Inc.

2.3

2.4

 

30.4

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.1

25.1

Financials

19.5

19.6

Energy

12.5

12.2

Health Care

11.1

12.1

Consumer Discretionary

9.7

9.9

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 97.9%

 

fid691559

Stocks 99.6%

 

fid691562

Convertible
Securities 0.0%

 

fid691564

Convertible
Securities 0.0%

 

fid691566

Short-Term
Investments and
Net Other Assets 2.1%

 

fid691566

Short-Term
Investments and
Net Other Assets 0.4%

 

* Foreign investments

11.9%

 

** Foreign investments

10.0%

 

fid691597

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Diversified Consumer Services - 0.1%

Service Corp. International

250,000

$ 2,155,000

Hotels, Restaurants & Leisure - 1.3%

Denny's Corp. (a)

2,300,000

7,153,000

McCormick & Schmick's Seafood Restaurants (a)(e)

900,000

7,002,000

Ruth's Hospitality Group, Inc. (a)

1,400,000

5,614,000

Wendy's/Arby's Group, Inc.

250,000

1,132,500

 

20,901,500

Household Durables - 0.3%

KB Home

345,200

3,911,116

Leisure Equipment & Products - 0.1%

Hasbro, Inc.

50,000

2,225,500

Media - 2.4%

Comcast Corp. Class A

1,500,000

27,120,000

DIRECTV (a)

175,000

7,285,250

Playboy Enterprises, Inc. Class B (non-vtg.) (a)(d)

1,000,000

5,140,000

 

39,545,250

Multiline Retail - 0.8%

Big Lots, Inc. (a)

75,000

2,493,750

Macy's, Inc.

275,000

6,349,750

Nordstrom, Inc.

100,000

3,720,000

 

12,563,500

Specialty Retail - 2.4%

bebe Stores, Inc.

275,000

1,982,750

Best Buy Co., Inc.

225,000

9,186,750

Lowe's Companies, Inc.

500,000

11,145,000

Office Depot, Inc. (a)

1,000,000

4,600,000

Sonic Automotive, Inc. Class A (sub. vtg.) (a)(d)

299,200

2,941,136

Staples, Inc.

375,000

7,845,000

The Men's Wearhouse, Inc.

75,000

1,784,250

 

39,484,886

Textiles, Apparel & Luxury Goods - 1.1%

Carter's, Inc. (a)

75,000

1,974,750

Hanesbrands, Inc. (a)

125,000

3,232,500

Liz Claiborne, Inc. (a)(d)

750,000

4,560,000

Ports Design Ltd.

1,000,000

2,764,532

Trinity Ltd.

2,000,000

1,956,438

Warnaco Group, Inc. (a)

50,000

2,556,500

 

17,044,720

TOTAL CONSUMER DISCRETIONARY

137,831,472

CONSUMER STAPLES - 6.3%

Beverages - 2.7%

Anheuser-Busch InBev SA NV

50,000

2,941,535

 

Shares

Value

PepsiCo, Inc.

225,000

$ 14,949,000

The Coca-Cola Co.

450,000

26,334,000

 

44,224,535

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

450,000

14,161,500

Drogasil SA

100,000

2,550,704

Wal-Mart de Mexico SA de CV Series V

500,000

1,252,926

Wal-Mart Stores, Inc.

425,000

22,746,000

 

40,711,130

Food Products - 1.1%

Archer Daniels Midland Co.

250,000

7,980,000

The J.M. Smucker Co.

100,000

6,053,000

Unilever NV unit

125,000

3,735,000

 

17,768,000

TOTAL CONSUMER STAPLES

102,703,665

ENERGY - 12.5%

Energy Equipment & Services - 2.2%

Dresser-Rand Group, Inc. (a)

50,000

1,844,500

Helix Energy Solutions Group, Inc. (a)

525,000

5,848,500

Noble Corp.

250,000

8,447,500

North American Energy Partners, Inc. (a)

900,000

7,335,007

Weatherford International Ltd. (a)

725,000

12,397,500

 

35,873,007

Oil, Gas & Consumable Fuels - 10.3%

Amyris, Inc.

148,600

2,563,350

Chevron Corp.

500,000

40,525,000

EXCO Resources, Inc.

500,000

7,435,000

Exxon Mobil Corp.

1,174,300

72,559,998

Newfield Exploration Co. (a)

75,000

4,308,000

Occidental Petroleum Corp.

150,000

11,745,000

Penn West Energy Trust

200,000

4,008,748

PetroBakken Energy Ltd. Class A (d)

100,000

2,242,527

Plains Exploration & Production Co. (a)

125,000

3,333,750

Southwestern Energy Co. (a)

150,000

5,016,000

Suncor Energy, Inc.

400,000

13,025,516

 

166,762,889

TOTAL ENERGY

202,635,896

FINANCIALS - 19.5%

Capital Markets - 1.5%

Ashmore Group PLC

269,200

1,415,023

Bank of New York Mellon Corp.

300,000

7,839,000

Morgan Stanley

600,000

14,808,000

 

24,062,023

Commercial Banks - 6.2%

Alliance Financial Corp.

175,000

5,290,250

Banco Santander SA

375,000

4,760,122

BB&T Corp.

275,000

6,622,000

Citizens Banking Corp., Michigan (a)

1,000,000

901,100

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Comerica, Inc.

150,000

$ 5,572,500

Regions Financial Corp.

750,000

5,452,500

Standard Chartered PLC (United Kingdom)

75,000

2,151,416

SunTrust Banks, Inc.

125,000

3,228,750

Susquehanna Bancshares, Inc., Pennsylvania

450,000

3,798,000

Wells Fargo & Co.

2,400,000

60,312,000

Wilmington Trust Corp., Delaware

250,000

2,245,000

 

100,333,638

Diversified Financial Services - 8.8%

Bank of America Corp.

3,800,000

49,818,000

Citigroup, Inc. (a)

3,500,000

13,650,000

JPMorgan Chase & Co.

1,625,000

61,863,750

KKR Financial Holdings LLC

1,900,000

16,682,000

 

142,013,750

Insurance - 2.1%

ACE Ltd.

125,000

7,281,250

Allstate Corp.

250,000

7,887,500

Genworth Financial, Inc. Class A (a)

193,200

2,360,904

Hanover Insurance Group, Inc.

100,000

4,700,000

RenaissanceRe Holdings Ltd.

160,000

9,593,600

The Chubb Corp.

50,000

2,849,500

 

34,672,754

Thrifts & Mortgage Finance - 0.9%

MGIC Investment Corp. (a)

150,000

1,384,500

Radian Group, Inc.

1,667,600

13,040,632

 

14,425,132

TOTAL FINANCIALS

315,507,297

HEALTH CARE - 11.1%

Biotechnology - 1.5%

Alnylam Pharmaceuticals, Inc. (a)

150,000

1,842,000

AMAG Pharmaceuticals, Inc. (a)

100,000

1,721,000

Amgen, Inc. (a)

225,000

12,399,750

PDL BioPharma, Inc.

500,000

2,630,000

SIGA Technologies, Inc. (a)(d)

300,000

2,538,000

United Therapeutics Corp. (a)

50,000

2,800,500

 

23,931,250

Health Care Equipment & Supplies - 0.4%

Gen-Probe, Inc. (a)

50,000

2,423,000

Meridian Bioscience, Inc. (d)

175,000

3,829,000

 

6,252,000

Health Care Providers & Services - 2.8%

Express Scripts, Inc. (a)

75,000

3,652,500

LCA-Vision, Inc. (a)

525,000

2,924,250

McKesson Corp.

200,000

12,356,000

Medco Health Solutions, Inc. (a)

125,000

6,507,500

 

Shares

Value

Quest Diagnostics, Inc.

100,000

$ 5,047,000

UnitedHealth Group, Inc.

225,000

7,899,750

WellPoint, Inc. (a)

125,000

7,080,000

 

45,467,000

Health Care Technology - 0.2%

MedAssets, Inc. (a)(d)

150,000

3,156,000

Life Sciences Tools & Services - 0.1%

Covance, Inc. (a)

50,000

2,339,500

Pharmaceuticals - 6.1%

Elan Corp. PLC sponsored ADR (a)

500,000

2,875,000

Johnson & Johnson

500,000

30,980,000

Merck & Co., Inc.

700,000

25,767,000

Pfizer, Inc.

2,300,000

39,491,000

 

99,113,000

TOTAL HEALTH CARE

180,258,750

INDUSTRIALS - 7.1%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

450,000

19,773,000

Precision Castparts Corp.

75,000

9,551,250

United Technologies Corp.

150,000

10,684,500

 

40,008,750

Airlines - 0.2%

Delta Air Lines, Inc. (a)

350,000

4,074,000

Building Products - 0.5%

Masco Corp.

275,000

3,027,750

Owens Corning (a)

200,000

5,126,000

 

8,153,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

250,000

3,937,500

Iron Mountain, Inc.

175,000

3,909,500

Standard Parking Corp. (a)

254,000

4,343,400

 

12,190,400

Construction & Engineering - 0.3%

Quanta Services, Inc. (a)

250,000

4,770,000

Electrical Equipment - 0.2%

General Cable Corp. (a)

100,000

2,712,000

Industrial Conglomerates - 0.3%

Textron, Inc.

275,000

5,654,000

Machinery - 1.3%

ArvinMeritor, Inc. (a)

200,000

3,108,000

Douglas Dynamics, Inc.

126,240

1,559,064

Ingersoll-Rand Co. Ltd.

300,000

10,713,000

WABCO Holdings, Inc. (a)

125,000

5,242,500

 

20,622,564

Road & Rail - 0.8%

Con-way, Inc.

125,000

3,873,750

CSX Corp.

175,000

9,681,000

 

13,554,750

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.2%

WESCO International, Inc. (a)

100,000

$ 3,929,000

TOTAL INDUSTRIALS

115,669,214

INFORMATION TECHNOLOGY - 28.1%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

1,700,000

37,230,000

Juniper Networks, Inc. (a)

350,000

10,622,500

Motorola, Inc. (a)

700,000

5,971,000

 

53,823,500

Computers & Peripherals - 3.0%

Apple, Inc. (a)

170,000

48,237,500

Electronic Equipment & Components - 3.3%

Acacia Research Corp. - Acacia Technologies (a)

374,400

6,589,440

Corning, Inc.

2,300,000

42,044,000

Fabrinet (a)

275,000

4,350,500

 

52,983,940

Internet Software & Services - 2.4%

eBay, Inc. (a)

500,000

12,200,000

Google, Inc. Class A (a)

40,000

21,031,600

Rackspace Hosting, Inc. (a)

225,000

5,845,500

 

39,077,100

IT Services - 6.2%

Cognizant Technology Solutions Corp. Class A (a)

100,000

6,447,000

International Business Machines Corp.

275,000

36,888,500

MasterCard, Inc. Class A

180,000

40,320,000

Paychex, Inc.

625,000

17,181,250

 

100,836,750

Semiconductors & Semiconductor Equipment - 7.3%

ASM International NV unit (a)

250,000

6,360,000

ASML Holding NV

250,000

7,432,500

KLA-Tencor Corp.

400,000

14,092,000

Lam Research Corp. (a)

244,100

10,215,585

MEMC Electronic Materials, Inc. (a)

825,000

9,834,000

National Semiconductor Corp.

400,000

5,108,000

Netlogic Microsystems, Inc. (a)

50,000

1,379,000

NXP Semiconductors NV

300,000

3,717,000

Samsung Electronics Co. Ltd.

10,000

6,814,298

Siliconware Precision Industries Co. Ltd. sponsored ADR

1,000,000

5,430,000

Taiwan Semiconductor Manufacturing Co. Ltd.

8,000,000

15,853,065

Teradyne, Inc. (a)

1,750,000

19,495,000

Texas Instruments, Inc.

425,000

11,534,500

 

117,264,948

 

Shares

Value

Software - 2.6%

Autonomy Corp. PLC (a)

725,000

$ 20,648,959

CA, Inc.

175,000

3,696,000

Nuance Communications, Inc. (a)

325,000

5,083,000

Oracle Corp.

225,000

6,041,250

Salesforce.com, Inc. (a)

50,000

5,590,000

SciQuest, Inc.

100,000

1,208,000

 

42,267,209

TOTAL INFORMATION TECHNOLOGY

454,490,947

MATERIALS - 1.6%

Chemicals - 1.0%

Celanese Corp. Class A

50,000

1,605,000

Ecolab, Inc.

200,000

10,148,000

The Mosaic Co.

75,000

4,407,000

 

16,160,000

Metals & Mining - 0.6%

Gem Diamonds Ltd. (a)

600,000

1,873,358

Nucor Corp.

200,000

7,640,000

 

9,513,358

TOTAL MATERIALS

25,673,358

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.8%

Verizon Communications, Inc.

375,000

12,221,250

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

1,500,000

6,945,000

TOTAL TELECOMMUNICATION SERVICES

19,166,250

UTILITIES - 0.8%

Electric Utilities - 0.2%

Entergy Corp.

50,000

3,826,500

Independent Power Producers & Energy Traders - 0.6%

AES Corp. (a)

475,000

5,391,250

NRG Energy, Inc. (a)

200,000

4,164,000

 

9,555,250

TOTAL UTILITIES

13,381,750

TOTAL COMMON STOCKS

(Cost $1,636,925,519)

1,567,318,599

Nonconvertible Preferred Stocks - 1.2%

Shares

Value

CONSUMER DISCRETIONARY - 1.2%

Automobiles - 1.2%

Porsche Automobil Holding SE

325,000

$ 16,095,789

Volkswagen AG

25,000

3,017,545

 

19,113,334

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $19,825,871)

19,113,334

Convertible Bonds - 0.0%

 

Principal Amount

 

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (c)

(Cost $118,855)

$ 2,950,000

0

Money Market Funds - 3.7%

Shares

Value

Fidelity Cash Central Fund, 0.25% (f)

52,375,178

$ 52,375,178

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(f)

7,074,987

7,074,987

TOTAL MONEY MARKET FUNDS

(Cost $59,450,165)

59,450,165

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $1,716,320,410)

1,645,882,098

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(25,769,789)

NET ASSETS - 100%

$ 1,620,112,309

Legend

(a) Non-income producing

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

(c) Non-income producing - Security is in default.

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

(e) Affiliated company

(f) Affiliated fund that is 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.

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

$ 17,460

Fidelity Securities Lending Cash Central Fund

244,651

Total

$ 262,111

Other Affiliated Issuers

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

McCormick & Schmick's Seafood Restaurants

$ 4,917,944

$ 2,475,746

$ 773,616

$ -

$ 7,002,000

Other Information

The following is a summary of the inputs used, as of September 30, 2010, 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 Security 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

$ 156,944,806

$ 156,944,806

$ -

$ -

Consumer Staples

102,703,665

102,703,665

-

-

Energy

202,635,896

202,635,896

-

-

Financials

315,507,297

310,747,175

4,760,122

-

Health Care

180,258,750

180,258,750

-

-

Industrials

115,669,214

115,669,214

-

-

Information Technology

454,490,947

438,637,882

15,853,065

-

Materials

25,673,358

25,673,358

-

-

Telecommunication Services

19,166,250

19,166,250

-

-

Utilities

13,381,750

13,381,750

-

-

Corporate Bonds

-

-

-

-

Money Market Funds

59,450,165

59,450,165

-

-

Total Investments in Securities:

$ 1,645,882,098

$ 1,625,268,911

$ 20,613,187

$ -

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

United States of America

88.1%

Switzerland

1.7%

Canada

1.5%

United Kingdom

1.5%

Taiwan

1.4%

Netherlands

1.3%

Germany

1.2%

Others (Individually Less Than 1%)

3.3%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $584,176,896 of which $42,755,310, $517,419,169 and $24,002,417 will expire on September 30, 2011, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,869,076) - See accompanying schedule:

Unaffiliated issuers (cost $1,646,471,143)

$ 1,579,429,933

 

Fidelity Central Funds (cost $59,450,165)

59,450,165

 

Other affiliated issuers (cost $10,399,102)

7,002,000

 

Total Investments (cost $1,716,320,410)

 

$ 1,645,882,098

Receivable for fund shares sold

729,451

Dividends receivable

1,302,625

Distributions receivable from Fidelity Central Funds

5,825

Other receivables

88,332

Total assets

1,648,008,331

 

 

 

Liabilities

Payable for investments purchased

$ 18,380,463

Payable for fund shares redeemed

1,601,117

Accrued management fee

558,848

Distribution and service plan fees payable

30,823

Other affiliated payables

131,589

Other payables and accrued expenses

118,195

Collateral on securities loaned, at value

7,074,987

Total liabilities

27,896,022

 

 

 

Net Assets

$ 1,620,112,309

Net Assets consist of:

 

Paid in capital

$ 2,272,767,566

Undistributed net investment income

13,656,466

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

(595,875,426)

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

(70,436,297)

Net Assets

$ 1,620,112,309

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($1,458,736,195 ÷ 107,665,207 shares)

$ 13.55

 

 

 

Class A:
Net Asset Value
and redemption price per share ($110,671,778 ÷ 8,331,472 shares)

$ 13.28

 

 

 

Maximum offering price per share (100/94.25 of $13.28)

$ 14.09

Class T:
Net Asset Value
and redemption price per share ($12,050,672 ÷ 912,299 shares)

$ 13.21

 

 

 

Maximum offering price per share (100/96.50 of $13.21)

$ 13.69

Class B:
Net Asset Value
and offering price per share ($1,060,490 ÷ 81,334 shares)A

$ 13.04

 

 

 

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,852,885 ÷ 218,725 shares)A

$ 13.04

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($34,740,289 ÷ 2,513,543 shares)

$ 13.82

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 27,931,313

Interest

 

148

Income from Fidelity Central Funds

 

262,111

Total income

 

28,193,572

 

 

 

Expenses

Management fee

$ 7,140,208

Transfer agent fees

625,115

Distribution and service plan fees

391,527

Accounting and security lending fees

540,786

Custodian fees and expenses

86,102

Independent trustees' compensation

10,124

Appreciation in deferred trustee compensation account

111

Registration fees

81,808

Audit

75,408

Legal

12,342

Interest

7,833

Miscellaneous

24,824

Total expenses before reductions

8,996,188

Expense reductions

(140,352)

8,855,836

Net investment income (loss)

19,337,736

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

269,134,051

Other affiliated issuers

371,026

 

Foreign currency transactions

(127,298)

Capital gain distributions from Fidelity Central Funds

2,058

Total net realized gain (loss)

 

269,379,837

Change in net unrealized appreciation (depreciation) on:

Investment securities

(109,172,514)

Assets and liabilities in foreign currencies

(1,612)

Total change in net unrealized appreciation (depreciation)

 

(109,174,126)

Net gain (loss)

160,205,711

Net increase (decrease) in net assets resulting from operations

$ 179,543,447

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 19,337,736

$ 18,790,137

Net realized gain (loss)

269,379,837

(427,887,586)

Change in net unrealized appreciation (depreciation)

(109,174,126)

448,274,527

Net increase (decrease) in net assets resulting from operations

179,543,447

39,177,078

Distributions to shareholders from net investment income

(18,699,364)

(21,704,272)

Distributions to shareholders from net realized gain

(699,305)

-

Total distributions

(19,398,669)

(21,704,272)

Share transactions - net increase (decrease)

(394,795,070)

(67,335,220)

Total increase (decrease) in net assets

(234,650,292)

(49,862,414)

 

 

 

Net Assets

Beginning of period

1,854,762,601

1,904,625,015

End of period (including undistributed net investment income of $13,656,466 and undistributed net investment income of $12,886,723, respectively)

$ 1,620,112,309

$ 1,854,762,601

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.33

$ 12.06

$ 17.44

$ 14.82

$ 13.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

.13

.20

.15

.13

Net realized and unrealized gain (loss)

  1.21

.29

(5.41)

2.62

1.29

Total from investment operations

  1.36

.42

(5.21)

2.77

1.42

Distributions from net investment income

  (.14)

(.15)

(.17)

(.15)

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.14) G

(.15)

(.17)

(.15)

(.11)

Net asset value, end of period

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Total Return A, B

  11.15%

4.04%

(30.13)%

18.83%

10.55%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  .51%

.51%

.49%

.49%

.49%

Expenses net of fee waivers, if any

  .51%

.51%

.49%

.49%

.49%

Expenses net of all reductions

  .50%

.50%

.48%

.48%

.48%

Net investment income (loss)

  1.20%

1.34%

1.30%

.95%

.90%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

$ 2,915,932

Portfolio turnover rate E

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.09

$ 11.80

$ 17.07

$ 14.53

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

.08

.13

.08

.06

Net realized and unrealized gain (loss)

  1.19

.30

(5.29)

2.56

1.28

Total from investment operations

  1.29

.38

(5.16)

2.64

1.34

Distributions from net investment income

  (.09)

(.09)

(.11)

(.10)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10)

(.09)

(.11)

(.10)

(.05)

Net asset value, end of period

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Total Return A, B, C

  10.70%

3.59%

(30.42)%

18.25%

10.13%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .88%

.95%

.92%

.91%

.95%

Expenses net of fee waivers, if any

  .88%

.95%

.92%

.91%

.95%

Expenses net of all reductions

  .87%

.93%

.91%

.90%

.94%

Net investment income (loss)

  .82%

.90%

.87%

.52%

.44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,672

$ 129,758

$ 124,522

$ 182,686

$ 130,332

Portfolio turnover rate F

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.04

$ 11.69

$ 16.91

$ 14.45

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

.05

.08

.03

.02

Net realized and unrealized gain (loss)

  1.18

.32

(5.26)

2.54

1.27

Total from investment operations

  1.23

.37

(5.18)

2.57

1.29

Distributions from net investment income

  (.05)

(.02)

(.04)

(.11)

(.08)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.06)

(.02)

(.04)

(.11)

(.08)

Net asset value, end of period

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Total Return A, B

  10.25%

3.25%

(30.69)%

17.90%

9.75%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of fee waivers, if any

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of all reductions

  1.29%

1.32%

1.26%

1.22%

1.24%

Net investment income (loss)

  .40%

.52%

.53%

.20%

.14%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,051

$ 11,378

$ 12,444

$ 26,732

$ 12,646

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.38

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- H

- H

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.17

.31

(5.21)

2.54

1.27

Total from investment operations

  1.16

.31

(5.21)

2.48

1.21

Distributions from net investment income

  (.01)

-

-

(.06)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.02)

-

-

(.06)

(.05)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Total Return A, B

  9.72%

2.67%

(31.01)%

17.26%

9.19%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of fee waivers, if any

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.80%

1.81%

Net investment income (loss)

  (.10)%

.02%

-% F

(.37)%

(.42)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,060

$ 1,072

$ 853

$ 1,356

$ 909

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.37

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- G

- G

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.16

.31

(5.21)

2.54

1.28

Total from investment operations

  1.15

.31

(5.21)

2.48

1.22

Distributions from net investment income

  (.01)

-

-

(.05)

(.07)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.01) H

-

-

(.05)

(.07)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Total Return A, B

  9.69%

2.67%

(31.01)%

17.31%

9.20%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of fee waivers, if any

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.78%

1.84%

Net investment income (loss)

  (.09)%

.03%

.01%

(.36)%

(.45)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,853

$ 2,501

$ 2,676

$ 4,897

$ 2,758

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.57

$ 12.15

$ 17.56

$ 14.77

$ 13.50

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.10

.17

.12

.09

Net realized and unrealized gain (loss)

  1.24

.34

(5.45)

2.67

1.29

Total from investment operations

  1.35

.44

(5.28)

2.79

1.38

Distributions from net investment income

  (.10)

(.02)

(.13)

-

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10) F

(.02)

(.13)

-

(.11)

Net asset value, end of period

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Total Return A

  10.81%

3.75%

(30.25)%

18.89%

10.26%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .78%

.79%

.69%

.65%

.77%

Expenses net of fee waivers, if any

  .78%

.79%

.69%

.65%

.77%

Expenses net of all reductions

  .77%

.77%

.69%

.64%

.76%

Net investment income (loss)

  .92%

1.06%

1.10%

.78%

.62%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 34,740

$ 1,344

$ 5,242

$ 42,212

$ 579,483

Portfolio turnover rate D

  102%

162%

121%

148%

66%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Diversified Stock Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010 is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 118,795,207

Gross unrealized depreciation

(204,082,680)

Net unrealized appreciation (depreciation)

$ (85,287,473)

 

 

Tax Cost

$ 1,731,169,571

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

Undistributed ordinary income

$ 16,866,604

Capital loss carryforward

$ (584,176,896)

Net unrealized appreciation (depreciation)

$ (85,285,458)

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 19,398,669

$ 21,704,272

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,670,999,212 and $2,087,473,910, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .43% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

0%

.25%

$ 295,142

$ 3,130

Class T

.25%

.25%

59,190

4

Class B

.75%

.25%

10,600

7,954

Class C

.75%

.25%

26,595

5,335

 

 

 

$ 391,527

$ 16,423

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,987

Class T

2,171

Class B*

3,575

Class C*

469

 

15,202

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 394,547

.03

Class A

175,272

.15

Class T

38,238

.32

Class B

3,378

.32

Class C

8,406

.32

Institutional Class

5,274

.30

 

$ 625,115

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $59,551 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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 Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,497,507

.39%

$ 5,620

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,846 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $244,651.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $8,546,200. The weighted average interest rate was .62%. The interest expense amounted to $2,213 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $140,352 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 17,708,586

$ 20,731,859

Class A

926,935

945,483

Class T

51,155

20,415

Class B

889

-

Class C

1,448

-

Institutional Class

10,351

6,515

Total

$ 18,699,364

$ 21,704,272

From net realized gain

 

 

Class O

$ 641,616

$ -

Class A

50,930

-

Class T

4,736

-

Class B

444

-

Class C

1,034

-

Institutional Class

545

-

Total

$ 699,305

$ -

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

9,552,630

7,606,531

$ 122,347,240

$ 76,359,324

Reinvestment of distributions

1,247,286

2,111,096

15,553,658

17,416,562

Shares redeemed

(41,671,845)

(17,019,138)

(535,108,268)

(158,838,504)

Net increase (decrease)

(30,871,929)

(7,301,511)

$ (397,207,370)

$ (65,062,618)

Class A

 

 

 

 

Shares sold

2,753,283

2,335,925

$ 35,143,064

$ 21,078,470

Reinvestment of distributions

74,066

108,691

908,047

882,568

Shares redeemed

(5,224,869)

(2,265,889)

(66,445,318)

(20,059,558)

Net increase (decrease)

(2,397,520)

178,727

$ (30,394,207)

$ 1,901,480

Class T

 

 

 

 

Shares sold

163,283

205,277

$ 2,055,777

$ 1,901,523

Reinvestment of distributions

4,499

2,483

55,026

20,112

Shares redeemed

(200,402)

(326,967)

(2,544,126)

(2,949,011)

Net increase (decrease)

(32,620)

(119,207)

$ (433,323)

$ (1,027,376)

Class B

 

 

 

 

Shares sold

15,874

31,825

$ 199,572

$ 293,713

Reinvestment of distributions

106

-

1,288

-

Shares redeemed

(24,729)

(15,335)

(310,445)

(138,927)

Net increase (decrease)

(8,749)

16,490

$ (109,585)

$ 154,786

Class C

 

 

 

 

Shares sold

66,698

71,381

$ 848,168

$ 670,802

Reinvestment of distributions

196

-

2,376

-

Shares redeemed

(58,243)

(92,183)

(719,732)

(803,319)

Net increase (decrease)

8,651

(20,802)

$ 130,812

$ (132,517)

Institutional Class

 

 

 

 

Shares sold

2,435,059

11,727

$ 33,604,258

$ 106,180

Reinvestment of distributions

612

599

7,803

5,046

Shares redeemed

(29,007)

(337,015)

(393,458)

(3,280,201)

Net increase (decrease)

2,406,664

(324,689)

$ 33,218,603

$ (3,168,975)

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Diversified Stock Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Diversified Stock Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts
November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees.

The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

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

Annual Report

Trustees and Officers - continued

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

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

Class O 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Advisor Diversified Stock Fund

fid691571

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 4% means that 96% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Diversified Stock Fund

fid691573

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan), Inc.
Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

DESIO-UANN-1110
1.837887.104

Fidelity AdvisorSM

Diversified Stock Fund -

Class A, Class T, Class B and Class C

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 5.75% sales charge)

4.34%

-0.41%

-2.87%

Class T (incl. 3.50% sales charge) A

6.39%

-0.30%

-2.81%

Class B (incl. contingent deferred sales charge) B

4.72%

-0.50%

-2.73%

Class C (incl. contingent deferred sales charge) C

8.69%

-0.09%

-2.72%

A Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class T's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower.

B Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class B's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class B shares' contingent deferred sales charge included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class C's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class C shares' contingent deferred sales charge included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Diversified Stock Fund - Class A on September 30, 2000, and the current 5.75% sales charge was paid. The chart shows how the value of an investment in the fund would have changed, and also shows how the S&P 500® Index performed over the same period.

fid691613

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Class A, Class T, Class B and Class C shares returned 10.70%, 10.25%, 9.72% and 9.69%, respectively (excluding sales charges), roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the sector were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Institutional Class shares returned 10.81%, roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the group were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 2.53

Hypothetical A

 

$ 1,000.00

$ 1,022.51

$ 2.59

Class A

.87%

 

 

 

Actual

 

$ 1,000.00

$ 979.40

$ 4.32

Hypothetical A

 

$ 1,000.00

$ 1,020.71

$ 4.41

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 977.80

$ 6.35

Hypothetical A

 

$ 1,000.00

$ 1,018.65

$ 6.48

Class B

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Class C

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 980.10

$ 3.87

Hypothetical A

 

$ 1,000.00

$ 1,021.16

$ 3.95

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.5

3.4

JPMorgan Chase & Co.

3.8

2.5

Wells Fargo & Co.

3.7

4.5

Bank of America Corp.

3.1

1.9

Apple, Inc.

3.0

2.5

Corning, Inc.

2.6

2.2

Chevron Corp.

2.5

3.1

MasterCard, Inc. Class A

2.5

1.3

Pfizer, Inc.

2.4

2.9

Cisco Systems, Inc.

2.3

2.4

 

30.4

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.1

25.1

Financials

19.5

19.6

Energy

12.5

12.2

Health Care

11.1

12.1

Consumer Discretionary

9.7

9.9

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 97.9%

 

fid691559

Stocks 99.6%

 

fid691562

Convertible
Securities 0.0%

 

fid691564

Convertible
Securities 0.0%

 

fid691566

Short-Term
Investments and
Net Other Assets 2.1%

 

fid691566

Short-Term
Investments and
Net Other Assets 0.4%

 

* Foreign investments

11.9%

 

** Foreign investments

10.0%

 

fid691621

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Diversified Consumer Services - 0.1%

Service Corp. International

250,000

$ 2,155,000

Hotels, Restaurants & Leisure - 1.3%

Denny's Corp. (a)

2,300,000

7,153,000

McCormick & Schmick's Seafood Restaurants (a)(e)

900,000

7,002,000

Ruth's Hospitality Group, Inc. (a)

1,400,000

5,614,000

Wendy's/Arby's Group, Inc.

250,000

1,132,500

 

20,901,500

Household Durables - 0.3%

KB Home

345,200

3,911,116

Leisure Equipment & Products - 0.1%

Hasbro, Inc.

50,000

2,225,500

Media - 2.4%

Comcast Corp. Class A

1,500,000

27,120,000

DIRECTV (a)

175,000

7,285,250

Playboy Enterprises, Inc. Class B (non-vtg.) (a)(d)

1,000,000

5,140,000

 

39,545,250

Multiline Retail - 0.8%

Big Lots, Inc. (a)

75,000

2,493,750

Macy's, Inc.

275,000

6,349,750

Nordstrom, Inc.

100,000

3,720,000

 

12,563,500

Specialty Retail - 2.4%

bebe Stores, Inc.

275,000

1,982,750

Best Buy Co., Inc.

225,000

9,186,750

Lowe's Companies, Inc.

500,000

11,145,000

Office Depot, Inc. (a)

1,000,000

4,600,000

Sonic Automotive, Inc. Class A (sub. vtg.) (a)(d)

299,200

2,941,136

Staples, Inc.

375,000

7,845,000

The Men's Wearhouse, Inc.

75,000

1,784,250

 

39,484,886

Textiles, Apparel & Luxury Goods - 1.1%

Carter's, Inc. (a)

75,000

1,974,750

Hanesbrands, Inc. (a)

125,000

3,232,500

Liz Claiborne, Inc. (a)(d)

750,000

4,560,000

Ports Design Ltd.

1,000,000

2,764,532

Trinity Ltd.

2,000,000

1,956,438

Warnaco Group, Inc. (a)

50,000

2,556,500

 

17,044,720

TOTAL CONSUMER DISCRETIONARY

137,831,472

CONSUMER STAPLES - 6.3%

Beverages - 2.7%

Anheuser-Busch InBev SA NV

50,000

2,941,535

 

Shares

Value

PepsiCo, Inc.

225,000

$ 14,949,000

The Coca-Cola Co.

450,000

26,334,000

 

44,224,535

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

450,000

14,161,500

Drogasil SA

100,000

2,550,704

Wal-Mart de Mexico SA de CV Series V

500,000

1,252,926

Wal-Mart Stores, Inc.

425,000

22,746,000

 

40,711,130

Food Products - 1.1%

Archer Daniels Midland Co.

250,000

7,980,000

The J.M. Smucker Co.

100,000

6,053,000

Unilever NV unit

125,000

3,735,000

 

17,768,000

TOTAL CONSUMER STAPLES

102,703,665

ENERGY - 12.5%

Energy Equipment & Services - 2.2%

Dresser-Rand Group, Inc. (a)

50,000

1,844,500

Helix Energy Solutions Group, Inc. (a)

525,000

5,848,500

Noble Corp.

250,000

8,447,500

North American Energy Partners, Inc. (a)

900,000

7,335,007

Weatherford International Ltd. (a)

725,000

12,397,500

 

35,873,007

Oil, Gas & Consumable Fuels - 10.3%

Amyris, Inc.

148,600

2,563,350

Chevron Corp.

500,000

40,525,000

EXCO Resources, Inc.

500,000

7,435,000

Exxon Mobil Corp.

1,174,300

72,559,998

Newfield Exploration Co. (a)

75,000

4,308,000

Occidental Petroleum Corp.

150,000

11,745,000

Penn West Energy Trust

200,000

4,008,748

PetroBakken Energy Ltd. Class A (d)

100,000

2,242,527

Plains Exploration & Production Co. (a)

125,000

3,333,750

Southwestern Energy Co. (a)

150,000

5,016,000

Suncor Energy, Inc.

400,000

13,025,516

 

166,762,889

TOTAL ENERGY

202,635,896

FINANCIALS - 19.5%

Capital Markets - 1.5%

Ashmore Group PLC

269,200

1,415,023

Bank of New York Mellon Corp.

300,000

7,839,000

Morgan Stanley

600,000

14,808,000

 

24,062,023

Commercial Banks - 6.2%

Alliance Financial Corp.

175,000

5,290,250

Banco Santander SA

375,000

4,760,122

BB&T Corp.

275,000

6,622,000

Citizens Banking Corp., Michigan (a)

1,000,000

901,100

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Comerica, Inc.

150,000

$ 5,572,500

Regions Financial Corp.

750,000

5,452,500

Standard Chartered PLC (United Kingdom)

75,000

2,151,416

SunTrust Banks, Inc.

125,000

3,228,750

Susquehanna Bancshares, Inc., Pennsylvania

450,000

3,798,000

Wells Fargo & Co.

2,400,000

60,312,000

Wilmington Trust Corp., Delaware

250,000

2,245,000

 

100,333,638

Diversified Financial Services - 8.8%

Bank of America Corp.

3,800,000

49,818,000

Citigroup, Inc. (a)

3,500,000

13,650,000

JPMorgan Chase & Co.

1,625,000

61,863,750

KKR Financial Holdings LLC

1,900,000

16,682,000

 

142,013,750

Insurance - 2.1%

ACE Ltd.

125,000

7,281,250

Allstate Corp.

250,000

7,887,500

Genworth Financial, Inc. Class A (a)

193,200

2,360,904

Hanover Insurance Group, Inc.

100,000

4,700,000

RenaissanceRe Holdings Ltd.

160,000

9,593,600

The Chubb Corp.

50,000

2,849,500

 

34,672,754

Thrifts & Mortgage Finance - 0.9%

MGIC Investment Corp. (a)

150,000

1,384,500

Radian Group, Inc.

1,667,600

13,040,632

 

14,425,132

TOTAL FINANCIALS

315,507,297

HEALTH CARE - 11.1%

Biotechnology - 1.5%

Alnylam Pharmaceuticals, Inc. (a)

150,000

1,842,000

AMAG Pharmaceuticals, Inc. (a)

100,000

1,721,000

Amgen, Inc. (a)

225,000

12,399,750

PDL BioPharma, Inc.

500,000

2,630,000

SIGA Technologies, Inc. (a)(d)

300,000

2,538,000

United Therapeutics Corp. (a)

50,000

2,800,500

 

23,931,250

Health Care Equipment & Supplies - 0.4%

Gen-Probe, Inc. (a)

50,000

2,423,000

Meridian Bioscience, Inc. (d)

175,000

3,829,000

 

6,252,000

Health Care Providers & Services - 2.8%

Express Scripts, Inc. (a)

75,000

3,652,500

LCA-Vision, Inc. (a)

525,000

2,924,250

McKesson Corp.

200,000

12,356,000

Medco Health Solutions, Inc. (a)

125,000

6,507,500

 

Shares

Value

Quest Diagnostics, Inc.

100,000

$ 5,047,000

UnitedHealth Group, Inc.

225,000

7,899,750

WellPoint, Inc. (a)

125,000

7,080,000

 

45,467,000

Health Care Technology - 0.2%

MedAssets, Inc. (a)(d)

150,000

3,156,000

Life Sciences Tools & Services - 0.1%

Covance, Inc. (a)

50,000

2,339,500

Pharmaceuticals - 6.1%

Elan Corp. PLC sponsored ADR (a)

500,000

2,875,000

Johnson & Johnson

500,000

30,980,000

Merck & Co., Inc.

700,000

25,767,000

Pfizer, Inc.

2,300,000

39,491,000

 

99,113,000

TOTAL HEALTH CARE

180,258,750

INDUSTRIALS - 7.1%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

450,000

19,773,000

Precision Castparts Corp.

75,000

9,551,250

United Technologies Corp.

150,000

10,684,500

 

40,008,750

Airlines - 0.2%

Delta Air Lines, Inc. (a)

350,000

4,074,000

Building Products - 0.5%

Masco Corp.

275,000

3,027,750

Owens Corning (a)

200,000

5,126,000

 

8,153,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

250,000

3,937,500

Iron Mountain, Inc.

175,000

3,909,500

Standard Parking Corp. (a)

254,000

4,343,400

 

12,190,400

Construction & Engineering - 0.3%

Quanta Services, Inc. (a)

250,000

4,770,000

Electrical Equipment - 0.2%

General Cable Corp. (a)

100,000

2,712,000

Industrial Conglomerates - 0.3%

Textron, Inc.

275,000

5,654,000

Machinery - 1.3%

ArvinMeritor, Inc. (a)

200,000

3,108,000

Douglas Dynamics, Inc.

126,240

1,559,064

Ingersoll-Rand Co. Ltd.

300,000

10,713,000

WABCO Holdings, Inc. (a)

125,000

5,242,500

 

20,622,564

Road & Rail - 0.8%

Con-way, Inc.

125,000

3,873,750

CSX Corp.

175,000

9,681,000

 

13,554,750

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.2%

WESCO International, Inc. (a)

100,000

$ 3,929,000

TOTAL INDUSTRIALS

115,669,214

INFORMATION TECHNOLOGY - 28.1%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

1,700,000

37,230,000

Juniper Networks, Inc. (a)

350,000

10,622,500

Motorola, Inc. (a)

700,000

5,971,000

 

53,823,500

Computers & Peripherals - 3.0%

Apple, Inc. (a)

170,000

48,237,500

Electronic Equipment & Components - 3.3%

Acacia Research Corp. - Acacia Technologies (a)

374,400

6,589,440

Corning, Inc.

2,300,000

42,044,000

Fabrinet (a)

275,000

4,350,500

 

52,983,940

Internet Software & Services - 2.4%

eBay, Inc. (a)

500,000

12,200,000

Google, Inc. Class A (a)

40,000

21,031,600

Rackspace Hosting, Inc. (a)

225,000

5,845,500

 

39,077,100

IT Services - 6.2%

Cognizant Technology Solutions Corp. Class A (a)

100,000

6,447,000

International Business Machines Corp.

275,000

36,888,500

MasterCard, Inc. Class A

180,000

40,320,000

Paychex, Inc.

625,000

17,181,250

 

100,836,750

Semiconductors & Semiconductor Equipment - 7.3%

ASM International NV unit (a)

250,000

6,360,000

ASML Holding NV

250,000

7,432,500

KLA-Tencor Corp.

400,000

14,092,000

Lam Research Corp. (a)

244,100

10,215,585

MEMC Electronic Materials, Inc. (a)

825,000

9,834,000

National Semiconductor Corp.

400,000

5,108,000

Netlogic Microsystems, Inc. (a)

50,000

1,379,000

NXP Semiconductors NV

300,000

3,717,000

Samsung Electronics Co. Ltd.

10,000

6,814,298

Siliconware Precision Industries Co. Ltd. sponsored ADR

1,000,000

5,430,000

Taiwan Semiconductor Manufacturing Co. Ltd.

8,000,000

15,853,065

Teradyne, Inc. (a)

1,750,000

19,495,000

Texas Instruments, Inc.

425,000

11,534,500

 

117,264,948

 

Shares

Value

Software - 2.6%

Autonomy Corp. PLC (a)

725,000

$ 20,648,959

CA, Inc.

175,000

3,696,000

Nuance Communications, Inc. (a)

325,000

5,083,000

Oracle Corp.

225,000

6,041,250

Salesforce.com, Inc. (a)

50,000

5,590,000

SciQuest, Inc.

100,000

1,208,000

 

42,267,209

TOTAL INFORMATION TECHNOLOGY

454,490,947

MATERIALS - 1.6%

Chemicals - 1.0%

Celanese Corp. Class A

50,000

1,605,000

Ecolab, Inc.

200,000

10,148,000

The Mosaic Co.

75,000

4,407,000

 

16,160,000

Metals & Mining - 0.6%

Gem Diamonds Ltd. (a)

600,000

1,873,358

Nucor Corp.

200,000

7,640,000

 

9,513,358

TOTAL MATERIALS

25,673,358

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.8%

Verizon Communications, Inc.

375,000

12,221,250

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

1,500,000

6,945,000

TOTAL TELECOMMUNICATION SERVICES

19,166,250

UTILITIES - 0.8%

Electric Utilities - 0.2%

Entergy Corp.

50,000

3,826,500

Independent Power Producers & Energy Traders - 0.6%

AES Corp. (a)

475,000

5,391,250

NRG Energy, Inc. (a)

200,000

4,164,000

 

9,555,250

TOTAL UTILITIES

13,381,750

TOTAL COMMON STOCKS

(Cost $1,636,925,519)

1,567,318,599

Nonconvertible Preferred Stocks - 1.2%

Shares

Value

CONSUMER DISCRETIONARY - 1.2%

Automobiles - 1.2%

Porsche Automobil Holding SE

325,000

$ 16,095,789

Volkswagen AG

25,000

3,017,545

 

19,113,334

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $19,825,871)

19,113,334

Convertible Bonds - 0.0%

 

Principal Amount

 

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (c)

(Cost $118,855)

$ 2,950,000

0

Money Market Funds - 3.7%

Shares

Value

Fidelity Cash Central Fund, 0.25% (f)

52,375,178

$ 52,375,178

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(f)

7,074,987

7,074,987

TOTAL MONEY MARKET FUNDS

(Cost $59,450,165)

59,450,165

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $1,716,320,410)

1,645,882,098

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(25,769,789)

NET ASSETS - 100%

$ 1,620,112,309

Legend

(a) Non-income producing

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

(c) Non-income producing - Security is in default.

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

(e) Affiliated company

(f) Affiliated fund that is 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.

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

$ 17,460

Fidelity Securities Lending Cash Central Fund

244,651

Total

$ 262,111

Other Affiliated Issuers

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

McCormick & Schmick's Seafood Restaurants

$ 4,917,944

$ 2,475,746

$ 773,616

$ -

$ 7,002,000

Other Information

The following is a summary of the inputs used, as of September 30, 2010, 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 Security 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

$ 156,944,806

$ 156,944,806

$ -

$ -

Consumer Staples

102,703,665

102,703,665

-

-

Energy

202,635,896

202,635,896

-

-

Financials

315,507,297

310,747,175

4,760,122

-

Health Care

180,258,750

180,258,750

-

-

Industrials

115,669,214

115,669,214

-

-

Information Technology

454,490,947

438,637,882

15,853,065

-

Materials

25,673,358

25,673,358

-

-

Telecommunication Services

19,166,250

19,166,250

-

-

Utilities

13,381,750

13,381,750

-

-

Corporate Bonds

-

-

-

-

Money Market Funds

59,450,165

59,450,165

-

-

Total Investments in Securities:

$ 1,645,882,098

$ 1,625,268,911

$ 20,613,187

$ -

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

United States of America

88.1%

Switzerland

1.7%

Canada

1.5%

United Kingdom

1.5%

Taiwan

1.4%

Netherlands

1.3%

Germany

1.2%

Others (Individually Less Than 1%)

3.3%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $584,176,896 of which $42,755,310, $517,419,169 and $24,002,417 will expire on September 30, 2011, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,869,076) - See accompanying schedule:

Unaffiliated issuers (cost $1,646,471,143)

$ 1,579,429,933

 

Fidelity Central Funds (cost $59,450,165)

59,450,165

 

Other affiliated issuers (cost $10,399,102)

7,002,000

 

Total Investments (cost $1,716,320,410)

 

$ 1,645,882,098

Receivable for fund shares sold

729,451

Dividends receivable

1,302,625

Distributions receivable from Fidelity Central Funds

5,825

Other receivables

88,332

Total assets

1,648,008,331

 

 

 

Liabilities

Payable for investments purchased

$ 18,380,463

Payable for fund shares redeemed

1,601,117

Accrued management fee

558,848

Distribution and service plan fees payable

30,823

Other affiliated payables

131,589

Other payables and accrued expenses

118,195

Collateral on securities loaned, at value

7,074,987

Total liabilities

27,896,022

 

 

 

Net Assets

$ 1,620,112,309

Net Assets consist of:

 

Paid in capital

$ 2,272,767,566

Undistributed net investment income

13,656,466

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

(595,875,426)

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

(70,436,297)

Net Assets

$ 1,620,112,309

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($1,458,736,195 ÷ 107,665,207 shares)

$ 13.55

 

 

 

Class A:
Net Asset Value
and redemption price per share ($110,671,778 ÷ 8,331,472 shares)

$ 13.28

 

 

 

Maximum offering price per share (100/94.25 of $13.28)

$ 14.09

Class T:
Net Asset Value
and redemption price per share ($12,050,672 ÷ 912,299 shares)

$ 13.21

 

 

 

Maximum offering price per share (100/96.50 of $13.21)

$ 13.69

Class B:
Net Asset Value
and offering price per share ($1,060,490 ÷ 81,334 shares)A

$ 13.04

 

 

 

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,852,885 ÷ 218,725 shares)A

$ 13.04

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($34,740,289 ÷ 2,513,543 shares)

$ 13.82

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report


Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 27,931,313

Interest

 

148

Income from Fidelity Central Funds

 

262,111

Total income

 

28,193,572

 

 

 

Expenses

Management fee

$ 7,140,208

Transfer agent fees

625,115

Distribution and service plan fees

391,527

Accounting and security lending fees

540,786

Custodian fees and expenses

86,102

Independent trustees' compensation

10,124

Appreciation in deferred trustee compensation account

111

Registration fees

81,808

Audit

75,408

Legal

12,342

Interest

7,833

Miscellaneous

24,824

Total expenses before reductions

8,996,188

Expense reductions

(140,352)

8,855,836

Net investment income (loss)

19,337,736

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

269,134,051

Other affiliated issuers

371,026

 

Foreign currency transactions

(127,298)

Capital gain distributions from Fidelity Central Funds

2,058

Total net realized gain (loss)

 

269,379,837

Change in net unrealized appreciation (depreciation) on:

Investment securities

(109,172,514)

Assets and liabilities in foreign currencies

(1,612)

Total change in net unrealized appreciation (depreciation)

 

(109,174,126)

Net gain (loss)

160,205,711

Net increase (decrease) in net assets resulting from operations

$ 179,543,447

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 19,337,736

$ 18,790,137

Net realized gain (loss)

269,379,837

(427,887,586)

Change in net unrealized appreciation (depreciation)

(109,174,126)

448,274,527

Net increase (decrease) in net assets resulting from operations

179,543,447

39,177,078

Distributions to shareholders from net investment income

(18,699,364)

(21,704,272)

Distributions to shareholders from net realized gain

(699,305)

-

Total distributions

(19,398,669)

(21,704,272)

Share transactions - net increase (decrease)

(394,795,070)

(67,335,220)

Total increase (decrease) in net assets

(234,650,292)

(49,862,414)

 

 

 

Net Assets

Beginning of period

1,854,762,601

1,904,625,015

End of period (including undistributed net investment income of $13,656,466 and undistributed net investment income of $12,886,723, respectively)

$ 1,620,112,309

$ 1,854,762,601

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.33

$ 12.06

$ 17.44

$ 14.82

$ 13.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

.13

.20

.15

.13

Net realized and unrealized gain (loss)

  1.21

.29

(5.41)

2.62

1.29

Total from investment operations

  1.36

.42

(5.21)

2.77

1.42

Distributions from net investment income

  (.14)

(.15)

(.17)

(.15)

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.14) G

(.15)

(.17)

(.15)

(.11)

Net asset value, end of period

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Total Return A, B

  11.15%

4.04%

(30.13)%

18.83%

10.55%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  .51%

.51%

.49%

.49%

.49%

Expenses net of fee waivers, if any

  .51%

.51%

.49%

.49%

.49%

Expenses net of all reductions

  .50%

.50%

.48%

.48%

.48%

Net investment income (loss)

  1.20%

1.34%

1.30%

.95%

.90%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

$ 2,915,932

Portfolio turnover rate E

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.09

$ 11.80

$ 17.07

$ 14.53

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

.08

.13

.08

.06

Net realized and unrealized gain (loss)

  1.19

.30

(5.29)

2.56

1.28

Total from investment operations

  1.29

.38

(5.16)

2.64

1.34

Distributions from net investment income

  (.09)

(.09)

(.11)

(.10)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10)

(.09)

(.11)

(.10)

(.05)

Net asset value, end of period

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Total Return A, B, C

  10.70%

3.59%

(30.42)%

18.25%

10.13%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .88%

.95%

.92%

.91%

.95%

Expenses net of fee waivers, if any

  .88%

.95%

.92%

.91%

.95%

Expenses net of all reductions

  .87%

.93%

.91%

.90%

.94%

Net investment income (loss)

  .82%

.90%

.87%

.52%

.44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,672

$ 129,758

$ 124,522

$ 182,686

$ 130,332

Portfolio turnover rate F

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.04

$ 11.69

$ 16.91

$ 14.45

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

.05

.08

.03

.02

Net realized and unrealized gain (loss)

  1.18

.32

(5.26)

2.54

1.27

Total from investment operations

  1.23

.37

(5.18)

2.57

1.29

Distributions from net investment income

  (.05)

(.02)

(.04)

(.11)

(.08)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.06)

(.02)

(.04)

(.11)

(.08)

Net asset value, end of period

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Total Return A, B

  10.25%

3.25%

(30.69)%

17.90%

9.75%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of fee waivers, if any

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of all reductions

  1.29%

1.32%

1.26%

1.22%

1.24%

Net investment income (loss)

  .40%

.52%

.53%

.20%

.14%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,051

$ 11,378

$ 12,444

$ 26,732

$ 12,646

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.38

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- H

- H

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.17

.31

(5.21)

2.54

1.27

Total from investment operations

  1.16

.31

(5.21)

2.48

1.21

Distributions from net investment income

  (.01)

-

-

(.06)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.02)

-

-

(.06)

(.05)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Total Return A, B

  9.72%

2.67%

(31.01)%

17.26%

9.19%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of fee waivers, if any

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.80%

1.81%

Net investment income (loss)

  (.10)%

.02%

-% F

(.37)%

(.42)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,060

$ 1,072

$ 853

$ 1,356

$ 909

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.37

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- G

- G

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.16

.31

(5.21)

2.54

1.28

Total from investment operations

  1.15

.31

(5.21)

2.48

1.22

Distributions from net investment income

  (.01)

-

-

(.05)

(.07)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.01) H

-

-

(.05)

(.07)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Total Return A, B

  9.69%

2.67%

(31.01)%

17.31%

9.20%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of fee waivers, if any

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.78%

1.84%

Net investment income (loss)

  (.09)%

.03%

.01%

(.36)%

(.45)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,853

$ 2,501

$ 2,676

$ 4,897

$ 2,758

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.57

$ 12.15

$ 17.56

$ 14.77

$ 13.50

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.10

.17

.12

.09

Net realized and unrealized gain (loss)

  1.24

.34

(5.45)

2.67

1.29

Total from investment operations

  1.35

.44

(5.28)

2.79

1.38

Distributions from net investment income

  (.10)

(.02)

(.13)

-

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10) F

(.02)

(.13)

-

(.11)

Net asset value, end of period

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Total Return A

  10.81%

3.75%

(30.25)%

18.89%

10.26%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .78%

.79%

.69%

.65%

.77%

Expenses net of fee waivers, if any

  .78%

.79%

.69%

.65%

.77%

Expenses net of all reductions

  .77%

.77%

.69%

.64%

.76%

Net investment income (loss)

  .92%

1.06%

1.10%

.78%

.62%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 34,740

$ 1,344

$ 5,242

$ 42,212

$ 579,483

Portfolio turnover rate D

  102%

162%

121%

148%

66%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Diversified Stock Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010 is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 118,795,207

Gross unrealized depreciation

(204,082,680)

Net unrealized appreciation (depreciation)

$ (85,287,473)

 

 

Tax Cost

$ 1,731,169,571

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

Undistributed ordinary income

$ 16,866,604

Capital loss carryforward

$ (584,176,896)

Net unrealized appreciation (depreciation)

$ (85,285,458)

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 19,398,669

$ 21,704,272

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,670,999,212 and $2,087,473,910, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .43% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

0%

.25%

$ 295,142

$ 3,130

Class T

.25%

.25%

59,190

4

Class B

.75%

.25%

10,600

7,954

Class C

.75%

.25%

26,595

5,335

 

 

 

$ 391,527

$ 16,423

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,987

Class T

2,171

Class B*

3,575

Class C*

469

 

15,202

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 394,547

.03

Class A

175,272

.15

Class T

38,238

.32

Class B

3,378

.32

Class C

8,406

.32

Institutional Class

5,274

.30

 

$ 625,115

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $59,551 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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 Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,497,507

.39%

$ 5,620

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,846 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $244,651.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $8,546,200. The weighted average interest rate was .62%. The interest expense amounted to $2,213 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $140,352 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 17,708,586

$ 20,731,859

Class A

926,935

945,483

Class T

51,155

20,415

Class B

889

-

Class C

1,448

-

Institutional Class

10,351

6,515

Total

$ 18,699,364

$ 21,704,272

From net realized gain

 

 

Class O

$ 641,616

$ -

Class A

50,930

-

Class T

4,736

-

Class B

444

-

Class C

1,034

-

Institutional Class

545

-

Total

$ 699,305

$ -

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

9,552,630

7,606,531

$ 122,347,240

$ 76,359,324

Reinvestment of distributions

1,247,286

2,111,096

15,553,658

17,416,562

Shares redeemed

(41,671,845)

(17,019,138)

(535,108,268)

(158,838,504)

Net increase (decrease)

(30,871,929)

(7,301,511)

$ (397,207,370)

$ (65,062,618)

Class A

 

 

 

 

Shares sold

2,753,283

2,335,925

$ 35,143,064

$ 21,078,470

Reinvestment of distributions

74,066

108,691

908,047

882,568

Shares redeemed

(5,224,869)

(2,265,889)

(66,445,318)

(20,059,558)

Net increase (decrease)

(2,397,520)

178,727

$ (30,394,207)

$ 1,901,480

Class T

 

 

 

 

Shares sold

163,283

205,277

$ 2,055,777

$ 1,901,523

Reinvestment of distributions

4,499

2,483

55,026

20,112

Shares redeemed

(200,402)

(326,967)

(2,544,126)

(2,949,011)

Net increase (decrease)

(32,620)

(119,207)

$ (433,323)

$ (1,027,376)

Class B

 

 

 

 

Shares sold

15,874

31,825

$ 199,572

$ 293,713

Reinvestment of distributions

106

-

1,288

-

Shares redeemed

(24,729)

(15,335)

(310,445)

(138,927)

Net increase (decrease)

(8,749)

16,490

$ (109,585)

$ 154,786

Class C

 

 

 

 

Shares sold

66,698

71,381

$ 848,168

$ 670,802

Reinvestment of distributions

196

-

2,376

-

Shares redeemed

(58,243)

(92,183)

(719,732)

(803,319)

Net increase (decrease)

8,651

(20,802)

$ 130,812

$ (132,517)

Institutional Class

 

 

 

 

Shares sold

2,435,059

11,727

$ 33,604,258

$ 106,180

Reinvestment of distributions

612

599

7,803

5,046

Shares redeemed

(29,007)

(337,015)

(393,458)

(3,280,201)

Net increase (decrease)

2,406,664

(324,689)

$ 33,218,603

$ (3,168,975)

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Diversified Stock Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Diversified Stock Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts
November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees.

The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ 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

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

Classes A, T, B, and C designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Classes A, T, B, and C designate 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Advisor Diversified Stock Fund

fid691571

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 4% means that 96% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Diversified Stock Fund

fid691573

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan), Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA
fid691575

ADESI-UANN-1110
1.814743.105

Fidelity AdvisorSM

Diversified Stock Fund -

Institutional Class

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Institutional Class A

10.81%

1.00%

-1.78%

A The initial offering of Institutional Class shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class O, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Diversified Stock Fund - Institutional Class on September 30, 2000. The chart shows how the value of an investment in the fund would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Institutional Class took place on July 12, 2005. See above for additional information regarding the performance of Institutional Class.

fid691638

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Class A, Class T, Class B and Class C shares returned 10.70%, 10.25%, 9.72% and 9.69%, respectively (excluding sales charges), roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the sector were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

Comments from James Morrow, Portfolio Manager of Fidelity AdvisorSM Diversified Stock Fund: For the year ending September 30, 2010, the fund's Institutional Class shares returned 10.81%, roughly in line with the S&P 500. The biggest contribution came from the information technology sector, where security selection was very strong. Software/services and hardware/equipment names were especially helpful - led by underweightings in software maker Microsoft and computer and peripherals company Hewlett-Packard, and overweighting sales-oriented-software maker Salesforce.com. Another noteworthy contributor was an out-of-benchmark position in Acacia Research, which acquires and enforces technology patents. In contrast, a position in semiconductor and solar wafer business MEMC Electronic Materials was a very big underperformer. Elsewhere, stock picking in energy and industry weightings within consumer staples were positive. In financials, the picture was mixed - stock selection among banks and diversified financials helped, while various over- and underweightings in the group were notable sources of underperformance. On an individual security basis, regional bank PNC Financial and an out-of-benchmark position in KKR Financial Holdings were helpful, although three big banks - Bank of America, Wells Fargo and JPMorgan Chase - hurt performance. Another drag on results was video game retailer GameStop. Some names I've mentioned were sold by period end.

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

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 2.53

Hypothetical A

 

$ 1,000.00

$ 1,022.51

$ 2.59

Class A

.87%

 

 

 

Actual

 

$ 1,000.00

$ 979.40

$ 4.32

Hypothetical A

 

$ 1,000.00

$ 1,020.71

$ 4.41

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 977.80

$ 6.35

Hypothetical A

 

$ 1,000.00

$ 1,018.65

$ 6.48

Class B

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Class C

1.78%

 

 

 

Actual

 

$ 1,000.00

$ 975.30

$ 8.81

Hypothetical A

 

$ 1,000.00

$ 1,016.14

$ 9.00

Institutional Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 980.10

$ 3.87

Hypothetical A

 

$ 1,000.00

$ 1,021.16

$ 3.95

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.5

3.4

JPMorgan Chase & Co.

3.8

2.5

Wells Fargo & Co.

3.7

4.5

Bank of America Corp.

3.1

1.9

Apple, Inc.

3.0

2.5

Corning, Inc.

2.6

2.2

Chevron Corp.

2.5

3.1

MasterCard, Inc. Class A

2.5

1.3

Pfizer, Inc.

2.4

2.9

Cisco Systems, Inc.

2.3

2.4

 

30.4

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.1

25.1

Financials

19.5

19.6

Energy

12.5

12.2

Health Care

11.1

12.1

Consumer Discretionary

9.7

9.9

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 97.9%

 

fid691559

Stocks 99.6%

 

fid691562

Convertible
Securities 0.0%

 

fid691564

Convertible
Securities 0.0%

 

fid691566

Short-Term
Investments and
Net Other Assets 2.1%

 

fid691566

Short-Term
Investments and
Net Other Assets 0.4%

 

* Foreign investments

11.9%

 

** Foreign investments

10.0%

 

fid691646

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Diversified Consumer Services - 0.1%

Service Corp. International

250,000

$ 2,155,000

Hotels, Restaurants & Leisure - 1.3%

Denny's Corp. (a)

2,300,000

7,153,000

McCormick & Schmick's Seafood Restaurants (a)(e)

900,000

7,002,000

Ruth's Hospitality Group, Inc. (a)

1,400,000

5,614,000

Wendy's/Arby's Group, Inc.

250,000

1,132,500

 

20,901,500

Household Durables - 0.3%

KB Home

345,200

3,911,116

Leisure Equipment & Products - 0.1%

Hasbro, Inc.

50,000

2,225,500

Media - 2.4%

Comcast Corp. Class A

1,500,000

27,120,000

DIRECTV (a)

175,000

7,285,250

Playboy Enterprises, Inc. Class B (non-vtg.) (a)(d)

1,000,000

5,140,000

 

39,545,250

Multiline Retail - 0.8%

Big Lots, Inc. (a)

75,000

2,493,750

Macy's, Inc.

275,000

6,349,750

Nordstrom, Inc.

100,000

3,720,000

 

12,563,500

Specialty Retail - 2.4%

bebe Stores, Inc.

275,000

1,982,750

Best Buy Co., Inc.

225,000

9,186,750

Lowe's Companies, Inc.

500,000

11,145,000

Office Depot, Inc. (a)

1,000,000

4,600,000

Sonic Automotive, Inc. Class A (sub. vtg.) (a)(d)

299,200

2,941,136

Staples, Inc.

375,000

7,845,000

The Men's Wearhouse, Inc.

75,000

1,784,250

 

39,484,886

Textiles, Apparel & Luxury Goods - 1.1%

Carter's, Inc. (a)

75,000

1,974,750

Hanesbrands, Inc. (a)

125,000

3,232,500

Liz Claiborne, Inc. (a)(d)

750,000

4,560,000

Ports Design Ltd.

1,000,000

2,764,532

Trinity Ltd.

2,000,000

1,956,438

Warnaco Group, Inc. (a)

50,000

2,556,500

 

17,044,720

TOTAL CONSUMER DISCRETIONARY

137,831,472

CONSUMER STAPLES - 6.3%

Beverages - 2.7%

Anheuser-Busch InBev SA NV

50,000

2,941,535

 

Shares

Value

PepsiCo, Inc.

225,000

$ 14,949,000

The Coca-Cola Co.

450,000

26,334,000

 

44,224,535

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

450,000

14,161,500

Drogasil SA

100,000

2,550,704

Wal-Mart de Mexico SA de CV Series V

500,000

1,252,926

Wal-Mart Stores, Inc.

425,000

22,746,000

 

40,711,130

Food Products - 1.1%

Archer Daniels Midland Co.

250,000

7,980,000

The J.M. Smucker Co.

100,000

6,053,000

Unilever NV unit

125,000

3,735,000

 

17,768,000

TOTAL CONSUMER STAPLES

102,703,665

ENERGY - 12.5%

Energy Equipment & Services - 2.2%

Dresser-Rand Group, Inc. (a)

50,000

1,844,500

Helix Energy Solutions Group, Inc. (a)

525,000

5,848,500

Noble Corp.

250,000

8,447,500

North American Energy Partners, Inc. (a)

900,000

7,335,007

Weatherford International Ltd. (a)

725,000

12,397,500

 

35,873,007

Oil, Gas & Consumable Fuels - 10.3%

Amyris, Inc.

148,600

2,563,350

Chevron Corp.

500,000

40,525,000

EXCO Resources, Inc.

500,000

7,435,000

Exxon Mobil Corp.

1,174,300

72,559,998

Newfield Exploration Co. (a)

75,000

4,308,000

Occidental Petroleum Corp.

150,000

11,745,000

Penn West Energy Trust

200,000

4,008,748

PetroBakken Energy Ltd. Class A (d)

100,000

2,242,527

Plains Exploration & Production Co. (a)

125,000

3,333,750

Southwestern Energy Co. (a)

150,000

5,016,000

Suncor Energy, Inc.

400,000

13,025,516

 

166,762,889

TOTAL ENERGY

202,635,896

FINANCIALS - 19.5%

Capital Markets - 1.5%

Ashmore Group PLC

269,200

1,415,023

Bank of New York Mellon Corp.

300,000

7,839,000

Morgan Stanley

600,000

14,808,000

 

24,062,023

Commercial Banks - 6.2%

Alliance Financial Corp.

175,000

5,290,250

Banco Santander SA

375,000

4,760,122

BB&T Corp.

275,000

6,622,000

Citizens Banking Corp., Michigan (a)

1,000,000

901,100

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Comerica, Inc.

150,000

$ 5,572,500

Regions Financial Corp.

750,000

5,452,500

Standard Chartered PLC (United Kingdom)

75,000

2,151,416

SunTrust Banks, Inc.

125,000

3,228,750

Susquehanna Bancshares, Inc., Pennsylvania

450,000

3,798,000

Wells Fargo & Co.

2,400,000

60,312,000

Wilmington Trust Corp., Delaware

250,000

2,245,000

 

100,333,638

Diversified Financial Services - 8.8%

Bank of America Corp.

3,800,000

49,818,000

Citigroup, Inc. (a)

3,500,000

13,650,000

JPMorgan Chase & Co.

1,625,000

61,863,750

KKR Financial Holdings LLC

1,900,000

16,682,000

 

142,013,750

Insurance - 2.1%

ACE Ltd.

125,000

7,281,250

Allstate Corp.

250,000

7,887,500

Genworth Financial, Inc. Class A (a)

193,200

2,360,904

Hanover Insurance Group, Inc.

100,000

4,700,000

RenaissanceRe Holdings Ltd.

160,000

9,593,600

The Chubb Corp.

50,000

2,849,500

 

34,672,754

Thrifts & Mortgage Finance - 0.9%

MGIC Investment Corp. (a)

150,000

1,384,500

Radian Group, Inc.

1,667,600

13,040,632

 

14,425,132

TOTAL FINANCIALS

315,507,297

HEALTH CARE - 11.1%

Biotechnology - 1.5%

Alnylam Pharmaceuticals, Inc. (a)

150,000

1,842,000

AMAG Pharmaceuticals, Inc. (a)

100,000

1,721,000

Amgen, Inc. (a)

225,000

12,399,750

PDL BioPharma, Inc.

500,000

2,630,000

SIGA Technologies, Inc. (a)(d)

300,000

2,538,000

United Therapeutics Corp. (a)

50,000

2,800,500

 

23,931,250

Health Care Equipment & Supplies - 0.4%

Gen-Probe, Inc. (a)

50,000

2,423,000

Meridian Bioscience, Inc. (d)

175,000

3,829,000

 

6,252,000

Health Care Providers & Services - 2.8%

Express Scripts, Inc. (a)

75,000

3,652,500

LCA-Vision, Inc. (a)

525,000

2,924,250

McKesson Corp.

200,000

12,356,000

Medco Health Solutions, Inc. (a)

125,000

6,507,500

 

Shares

Value

Quest Diagnostics, Inc.

100,000

$ 5,047,000

UnitedHealth Group, Inc.

225,000

7,899,750

WellPoint, Inc. (a)

125,000

7,080,000

 

45,467,000

Health Care Technology - 0.2%

MedAssets, Inc. (a)(d)

150,000

3,156,000

Life Sciences Tools & Services - 0.1%

Covance, Inc. (a)

50,000

2,339,500

Pharmaceuticals - 6.1%

Elan Corp. PLC sponsored ADR (a)

500,000

2,875,000

Johnson & Johnson

500,000

30,980,000

Merck & Co., Inc.

700,000

25,767,000

Pfizer, Inc.

2,300,000

39,491,000

 

99,113,000

TOTAL HEALTH CARE

180,258,750

INDUSTRIALS - 7.1%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

450,000

19,773,000

Precision Castparts Corp.

75,000

9,551,250

United Technologies Corp.

150,000

10,684,500

 

40,008,750

Airlines - 0.2%

Delta Air Lines, Inc. (a)

350,000

4,074,000

Building Products - 0.5%

Masco Corp.

275,000

3,027,750

Owens Corning (a)

200,000

5,126,000

 

8,153,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

250,000

3,937,500

Iron Mountain, Inc.

175,000

3,909,500

Standard Parking Corp. (a)

254,000

4,343,400

 

12,190,400

Construction & Engineering - 0.3%

Quanta Services, Inc. (a)

250,000

4,770,000

Electrical Equipment - 0.2%

General Cable Corp. (a)

100,000

2,712,000

Industrial Conglomerates - 0.3%

Textron, Inc.

275,000

5,654,000

Machinery - 1.3%

ArvinMeritor, Inc. (a)

200,000

3,108,000

Douglas Dynamics, Inc.

126,240

1,559,064

Ingersoll-Rand Co. Ltd.

300,000

10,713,000

WABCO Holdings, Inc. (a)

125,000

5,242,500

 

20,622,564

Road & Rail - 0.8%

Con-way, Inc.

125,000

3,873,750

CSX Corp.

175,000

9,681,000

 

13,554,750

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 0.2%

WESCO International, Inc. (a)

100,000

$ 3,929,000

TOTAL INDUSTRIALS

115,669,214

INFORMATION TECHNOLOGY - 28.1%

Communications Equipment - 3.3%

Cisco Systems, Inc. (a)

1,700,000

37,230,000

Juniper Networks, Inc. (a)

350,000

10,622,500

Motorola, Inc. (a)

700,000

5,971,000

 

53,823,500

Computers & Peripherals - 3.0%

Apple, Inc. (a)

170,000

48,237,500

Electronic Equipment & Components - 3.3%

Acacia Research Corp. - Acacia Technologies (a)

374,400

6,589,440

Corning, Inc.

2,300,000

42,044,000

Fabrinet (a)

275,000

4,350,500

 

52,983,940

Internet Software & Services - 2.4%

eBay, Inc. (a)

500,000

12,200,000

Google, Inc. Class A (a)

40,000

21,031,600

Rackspace Hosting, Inc. (a)

225,000

5,845,500

 

39,077,100

IT Services - 6.2%

Cognizant Technology Solutions Corp. Class A (a)

100,000

6,447,000

International Business Machines Corp.

275,000

36,888,500

MasterCard, Inc. Class A

180,000

40,320,000

Paychex, Inc.

625,000

17,181,250

 

100,836,750

Semiconductors & Semiconductor Equipment - 7.3%

ASM International NV unit (a)

250,000

6,360,000

ASML Holding NV

250,000

7,432,500

KLA-Tencor Corp.

400,000

14,092,000

Lam Research Corp. (a)

244,100

10,215,585

MEMC Electronic Materials, Inc. (a)

825,000

9,834,000

National Semiconductor Corp.

400,000

5,108,000

Netlogic Microsystems, Inc. (a)

50,000

1,379,000

NXP Semiconductors NV

300,000

3,717,000

Samsung Electronics Co. Ltd.

10,000

6,814,298

Siliconware Precision Industries Co. Ltd. sponsored ADR

1,000,000

5,430,000

Taiwan Semiconductor Manufacturing Co. Ltd.

8,000,000

15,853,065

Teradyne, Inc. (a)

1,750,000

19,495,000

Texas Instruments, Inc.

425,000

11,534,500

 

117,264,948

 

Shares

Value

Software - 2.6%

Autonomy Corp. PLC (a)

725,000

$ 20,648,959

CA, Inc.

175,000

3,696,000

Nuance Communications, Inc. (a)

325,000

5,083,000

Oracle Corp.

225,000

6,041,250

Salesforce.com, Inc. (a)

50,000

5,590,000

SciQuest, Inc.

100,000

1,208,000

 

42,267,209

TOTAL INFORMATION TECHNOLOGY

454,490,947

MATERIALS - 1.6%

Chemicals - 1.0%

Celanese Corp. Class A

50,000

1,605,000

Ecolab, Inc.

200,000

10,148,000

The Mosaic Co.

75,000

4,407,000

 

16,160,000

Metals & Mining - 0.6%

Gem Diamonds Ltd. (a)

600,000

1,873,358

Nucor Corp.

200,000

7,640,000

 

9,513,358

TOTAL MATERIALS

25,673,358

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.8%

Verizon Communications, Inc.

375,000

12,221,250

Wireless Telecommunication Services - 0.4%

Sprint Nextel Corp. (a)

1,500,000

6,945,000

TOTAL TELECOMMUNICATION SERVICES

19,166,250

UTILITIES - 0.8%

Electric Utilities - 0.2%

Entergy Corp.

50,000

3,826,500

Independent Power Producers & Energy Traders - 0.6%

AES Corp. (a)

475,000

5,391,250

NRG Energy, Inc. (a)

200,000

4,164,000

 

9,555,250

TOTAL UTILITIES

13,381,750

TOTAL COMMON STOCKS

(Cost $1,636,925,519)

1,567,318,599

Nonconvertible Preferred Stocks - 1.2%

Shares

Value

CONSUMER DISCRETIONARY - 1.2%

Automobiles - 1.2%

Porsche Automobil Holding SE

325,000

$ 16,095,789

Volkswagen AG

25,000

3,017,545

 

19,113,334

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $19,825,871)

19,113,334

Convertible Bonds - 0.0%

 

Principal Amount

 

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (c)

(Cost $118,855)

$ 2,950,000

0

Money Market Funds - 3.7%

Shares

Value

Fidelity Cash Central Fund, 0.25% (f)

52,375,178

$ 52,375,178

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(f)

7,074,987

7,074,987

TOTAL MONEY MARKET FUNDS

(Cost $59,450,165)

59,450,165

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $1,716,320,410)

1,645,882,098

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(25,769,789)

NET ASSETS - 100%

$ 1,620,112,309

Legend

(a) Non-income producing

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

(c) Non-income producing - Security is in default.

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

(e) Affiliated company

(f) Affiliated fund that is 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.

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

$ 17,460

Fidelity Securities Lending Cash Central Fund

244,651

Total

$ 262,111

Other Affiliated Issuers

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

McCormick & Schmick's Seafood Restaurants

$ 4,917,944

$ 2,475,746

$ 773,616

$ -

$ 7,002,000

Other Information

The following is a summary of the inputs used, as of September 30, 2010, 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 Security 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

$ 156,944,806

$ 156,944,806

$ -

$ -

Consumer Staples

102,703,665

102,703,665

-

-

Energy

202,635,896

202,635,896

-

-

Financials

315,507,297

310,747,175

4,760,122

-

Health Care

180,258,750

180,258,750

-

-

Industrials

115,669,214

115,669,214

-

-

Information Technology

454,490,947

438,637,882

15,853,065

-

Materials

25,673,358

25,673,358

-

-

Telecommunication Services

19,166,250

19,166,250

-

-

Utilities

13,381,750

13,381,750

-

-

Corporate Bonds

-

-

-

-

Money Market Funds

59,450,165

59,450,165

-

-

Total Investments in Securities:

$ 1,645,882,098

$ 1,625,268,911

$ 20,613,187

$ -

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

United States of America

88.1%

Switzerland

1.7%

Canada

1.5%

United Kingdom

1.5%

Taiwan

1.4%

Netherlands

1.3%

Germany

1.2%

Others (Individually Less Than 1%)

3.3%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $584,176,896 of which $42,755,310, $517,419,169 and $24,002,417 will expire on September 30, 2011, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,869,076) - See accompanying schedule:

Unaffiliated issuers (cost $1,646,471,143)

$ 1,579,429,933

 

Fidelity Central Funds (cost $59,450,165)

59,450,165

 

Other affiliated issuers (cost $10,399,102)

7,002,000

 

Total Investments (cost $1,716,320,410)

 

$ 1,645,882,098

Receivable for fund shares sold

729,451

Dividends receivable

1,302,625

Distributions receivable from Fidelity Central Funds

5,825

Other receivables

88,332

Total assets

1,648,008,331

 

 

 

Liabilities

Payable for investments purchased

$ 18,380,463

Payable for fund shares redeemed

1,601,117

Accrued management fee

558,848

Distribution and service plan fees payable

30,823

Other affiliated payables

131,589

Other payables and accrued expenses

118,195

Collateral on securities loaned, at value

7,074,987

Total liabilities

27,896,022

 

 

 

Net Assets

$ 1,620,112,309

Net Assets consist of:

 

Paid in capital

$ 2,272,767,566

Undistributed net investment income

13,656,466

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

(595,875,426)

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

(70,436,297)

Net Assets

$ 1,620,112,309

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($1,458,736,195 ÷ 107,665,207 shares)

$ 13.55

 

 

 

Class A:
Net Asset Value
and redemption price per share ($110,671,778 ÷ 8,331,472 shares)

$ 13.28

 

 

 

Maximum offering price per share (100/94.25 of $13.28)

$ 14.09

Class T:
Net Asset Value
and redemption price per share ($12,050,672 ÷ 912,299 shares)

$ 13.21

 

 

 

Maximum offering price per share (100/96.50 of $13.21)

$ 13.69

Class B:
Net Asset Value
and offering price per share ($1,060,490 ÷ 81,334 shares)A

$ 13.04

 

 

 

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,852,885 ÷ 218,725 shares)A

$ 13.04

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($34,740,289 ÷ 2,513,543 shares)

$ 13.82

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report


Financial Statements - continued

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 27,931,313

Interest

 

148

Income from Fidelity Central Funds

 

262,111

Total income

 

28,193,572

 

 

 

Expenses

Management fee

$ 7,140,208

Transfer agent fees

625,115

Distribution and service plan fees

391,527

Accounting and security lending fees

540,786

Custodian fees and expenses

86,102

Independent trustees' compensation

10,124

Appreciation in deferred trustee compensation account

111

Registration fees

81,808

Audit

75,408

Legal

12,342

Interest

7,833

Miscellaneous

24,824

Total expenses before reductions

8,996,188

Expense reductions

(140,352)

8,855,836

Net investment income (loss)

19,337,736

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

269,134,051

Other affiliated issuers

371,026

 

Foreign currency transactions

(127,298)

Capital gain distributions from Fidelity Central Funds

2,058

Total net realized gain (loss)

 

269,379,837

Change in net unrealized appreciation (depreciation) on:

Investment securities

(109,172,514)

Assets and liabilities in foreign currencies

(1,612)

Total change in net unrealized appreciation (depreciation)

 

(109,174,126)

Net gain (loss)

160,205,711

Net increase (decrease) in net assets resulting from operations

$ 179,543,447

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 19,337,736

$ 18,790,137

Net realized gain (loss)

269,379,837

(427,887,586)

Change in net unrealized appreciation (depreciation)

(109,174,126)

448,274,527

Net increase (decrease) in net assets resulting from operations

179,543,447

39,177,078

Distributions to shareholders from net investment income

(18,699,364)

(21,704,272)

Distributions to shareholders from net realized gain

(699,305)

-

Total distributions

(19,398,669)

(21,704,272)

Share transactions - net increase (decrease)

(394,795,070)

(67,335,220)

Total increase (decrease) in net assets

(234,650,292)

(49,862,414)

 

 

 

Net Assets

Beginning of period

1,854,762,601

1,904,625,015

End of period (including undistributed net investment income of $13,656,466 and undistributed net investment income of $12,886,723, respectively)

$ 1,620,112,309

$ 1,854,762,601

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.33

$ 12.06

$ 17.44

$ 14.82

$ 13.51

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

.13

.20

.15

.13

Net realized and unrealized gain (loss)

  1.21

.29

(5.41)

2.62

1.29

Total from investment operations

  1.36

.42

(5.21)

2.77

1.42

Distributions from net investment income

  (.14)

(.15)

(.17)

(.15)

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.14) G

(.15)

(.17)

(.15)

(.11)

Net asset value, end of period

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Total Return A, B

  11.15%

4.04%

(30.13)%

18.83%

10.55%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  .51%

.51%

.49%

.49%

.49%

Expenses net of fee waivers, if any

  .51%

.51%

.49%

.49%

.49%

Expenses net of all reductions

  .50%

.50%

.48%

.48%

.48%

Net investment income (loss)

  1.20%

1.34%

1.30%

.95%

.90%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

$ 2,915,932

Portfolio turnover rate E

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.09

$ 11.80

$ 17.07

$ 14.53

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

.08

.13

.08

.06

Net realized and unrealized gain (loss)

  1.19

.30

(5.29)

2.56

1.28

Total from investment operations

  1.29

.38

(5.16)

2.64

1.34

Distributions from net investment income

  (.09)

(.09)

(.11)

(.10)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10)

(.09)

(.11)

(.10)

(.05)

Net asset value, end of period

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Total Return A, B, C

  10.70%

3.59%

(30.42)%

18.25%

10.13%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .88%

.95%

.92%

.91%

.95%

Expenses net of fee waivers, if any

  .88%

.95%

.92%

.91%

.95%

Expenses net of all reductions

  .87%

.93%

.91%

.90%

.94%

Net investment income (loss)

  .82%

.90%

.87%

.52%

.44%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,672

$ 129,758

$ 124,522

$ 182,686

$ 130,332

Portfolio turnover rate F

  102%

162%

121%

148%

66%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.04

$ 11.69

$ 16.91

$ 14.45

$ 13.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

.05

.08

.03

.02

Net realized and unrealized gain (loss)

  1.18

.32

(5.26)

2.54

1.27

Total from investment operations

  1.23

.37

(5.18)

2.57

1.29

Distributions from net investment income

  (.05)

(.02)

(.04)

(.11)

(.08)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.06)

(.02)

(.04)

(.11)

(.08)

Net asset value, end of period

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Total Return A, B

  10.25%

3.25%

(30.69)%

17.90%

9.75%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of fee waivers, if any

  1.30%

1.33%

1.27%

1.23%

1.25%

Expenses net of all reductions

  1.29%

1.32%

1.26%

1.22%

1.24%

Net investment income (loss)

  .40%

.52%

.53%

.20%

.14%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,051

$ 11,378

$ 12,444

$ 26,732

$ 12,646

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.38

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- H

- H

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.17

.31

(5.21)

2.54

1.27

Total from investment operations

  1.16

.31

(5.21)

2.48

1.21

Distributions from net investment income

  (.01)

-

-

(.06)

(.05)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.02)

-

-

(.06)

(.05)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Total Return A, B

  9.72%

2.67%

(31.01)%

17.26%

9.19%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of fee waivers, if any

  1.80%

1.83%

1.79%

1.81%

1.82%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.80%

1.81%

Net investment income (loss)

  (.10)%

.02%

-% F

(.37)%

(.42)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,060

$ 1,072

$ 853

$ 1,356

$ 909

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.90

$ 11.59

$ 16.80

$ 14.37

$ 13.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.01)

- G

- G

(.06)

(.06)

Net realized and unrealized gain (loss)

  1.16

.31

(5.21)

2.54

1.28

Total from investment operations

  1.15

.31

(5.21)

2.48

1.22

Distributions from net investment income

  (.01)

-

-

(.05)

(.07)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.01) H

-

-

(.05)

(.07)

Net asset value, end of period

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Total Return A, B

  9.69%

2.67%

(31.01)%

17.31%

9.20%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of fee waivers, if any

  1.79%

1.82%

1.79%

1.79%

1.84%

Expenses net of all reductions

  1.79%

1.81%

1.78%

1.78%

1.84%

Net investment income (loss)

  (.09)%

.03%

.01%

(.36)%

(.45)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,853

$ 2,501

$ 2,676

$ 4,897

$ 2,758

Portfolio turnover rate E

  102%

162%

121%

148%

66%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 12.57

$ 12.15

$ 17.56

$ 14.77

$ 13.50

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

.10

.17

.12

.09

Net realized and unrealized gain (loss)

  1.24

.34

(5.45)

2.67

1.29

Total from investment operations

  1.35

.44

(5.28)

2.79

1.38

Distributions from net investment income

  (.10)

(.02)

(.13)

-

(.11)

Distributions from net realized gain

  (.01)

-

-

-

-

Total distributions

  (.10) F

(.02)

(.13)

-

(.11)

Net asset value, end of period

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Total Return A

  10.81%

3.75%

(30.25)%

18.89%

10.26%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .78%

.79%

.69%

.65%

.77%

Expenses net of fee waivers, if any

  .78%

.79%

.69%

.65%

.77%

Expenses net of all reductions

  .77%

.77%

.69%

.64%

.76%

Net investment income (loss)

  .92%

1.06%

1.10%

.78%

.62%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 34,740

$ 1,344

$ 5,242

$ 42,212

$ 579,483

Portfolio turnover rate D

  102%

162%

121%

148%

66%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Diversified Stock Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010 is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 118,795,207

Gross unrealized depreciation

(204,082,680)

Net unrealized appreciation (depreciation)

$ (85,287,473)

 

 

Tax Cost

$ 1,731,169,571

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

Undistributed ordinary income

$ 16,866,604

Capital loss carryforward

$ (584,176,896)

Net unrealized appreciation (depreciation)

$ (85,285,458)

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 19,398,669

$ 21,704,272

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,670,999,212 and $2,087,473,910, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .43% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

0%

.25%

$ 295,142

$ 3,130

Class T

.25%

.25%

59,190

4

Class B

.75%

.25%

10,600

7,954

Class C

.75%

.25%

26,595

5,335

 

 

 

$ 391,527

$ 16,423

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,987

Class T

2,171

Class B*

3,575

Class C*

469

 

15,202

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 394,547

.03

Class A

175,272

.15

Class T

38,238

.32

Class B

3,378

.32

Class C

8,406

.32

Institutional Class

5,274

.30

 

$ 625,115

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $59,551 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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 Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,497,507

.39%

$ 5,620

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,846 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $244,651.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $8,546,200. The weighted average interest rate was .62%. The interest expense amounted to $2,213 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $140,352 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 17,708,586

$ 20,731,859

Class A

926,935

945,483

Class T

51,155

20,415

Class B

889

-

Class C

1,448

-

Institutional Class

10,351

6,515

Total

$ 18,699,364

$ 21,704,272

From net realized gain

 

 

Class O

$ 641,616

$ -

Class A

50,930

-

Class T

4,736

-

Class B

444

-

Class C

1,034

-

Institutional Class

545

-

Total

$ 699,305

$ -

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

9,552,630

7,606,531

$ 122,347,240

$ 76,359,324

Reinvestment of distributions

1,247,286

2,111,096

15,553,658

17,416,562

Shares redeemed

(41,671,845)

(17,019,138)

(535,108,268)

(158,838,504)

Net increase (decrease)

(30,871,929)

(7,301,511)

$ (397,207,370)

$ (65,062,618)

Class A

 

 

 

 

Shares sold

2,753,283

2,335,925

$ 35,143,064

$ 21,078,470

Reinvestment of distributions

74,066

108,691

908,047

882,568

Shares redeemed

(5,224,869)

(2,265,889)

(66,445,318)

(20,059,558)

Net increase (decrease)

(2,397,520)

178,727

$ (30,394,207)

$ 1,901,480

Class T

 

 

 

 

Shares sold

163,283

205,277

$ 2,055,777

$ 1,901,523

Reinvestment of distributions

4,499

2,483

55,026

20,112

Shares redeemed

(200,402)

(326,967)

(2,544,126)

(2,949,011)

Net increase (decrease)

(32,620)

(119,207)

$ (433,323)

$ (1,027,376)

Class B

 

 

 

 

Shares sold

15,874

31,825

$ 199,572

$ 293,713

Reinvestment of distributions

106

-

1,288

-

Shares redeemed

(24,729)

(15,335)

(310,445)

(138,927)

Net increase (decrease)

(8,749)

16,490

$ (109,585)

$ 154,786

Class C

 

 

 

 

Shares sold

66,698

71,381

$ 848,168

$ 670,802

Reinvestment of distributions

196

-

2,376

-

Shares redeemed

(58,243)

(92,183)

(719,732)

(803,319)

Net increase (decrease)

8,651

(20,802)

$ 130,812

$ (132,517)

Institutional Class

 

 

 

 

Shares sold

2,435,059

11,727

$ 33,604,258

$ 106,180

Reinvestment of distributions

612

599

7,803

5,046

Shares redeemed

(29,007)

(337,015)

(393,458)

(3,280,201)

Net increase (decrease)

2,406,664

(324,689)

$ 33,218,603

$ (3,168,975)

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, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Diversified Stock Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Diversified Stock Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts
November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees.

The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ 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

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

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

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Fidelity Advisor Diversified Stock Fund

fid691571

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 4% means that 96% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Diversified Stock Fund

fid691573

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan), Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA
fid691575

ADESI-I-UANN-1110
1.814750.105

Fidelity Destiny® Portfolios:
Fidelity Advisor
SM

Capital Development Fund -

Class A

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

 

 

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Class A

10.94%

0.51%

-1.36%

$50/month 15-Year Plan A

-44.53%

-1.58%

-1.86%

A The figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Capital Development Fund - Class A on September 30, 2000. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

fid691663

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Class O shares returned 11.31% (excluding sales charges), topping the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Class A shares returned 10.94% (excluding sales charges), topping the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

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 Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.00

$ 3.06

HypotheticalA

 

$ 1,000.00

$ 1,022.01

$ 3.09

Class A

.96%

 

 

 

Actual

 

$ 1,000.00

$ 998.90

$ 4.81

HypotheticalA

 

$ 1,000.00

$ 1,020.26

$ 4.86

Class T

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 995.60

$ 7.25

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.33

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Class C

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Institutional Class

.87%

 

 

 

Actual

 

$ 1,000.00

$ 999.00

$ 4.36

HypotheticalA

 

$ 1,000.00

$ 1,020.71

$ 4.41

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

3.0

1.0

Exxon Mobil Corp.

2.1

0.0

JPMorgan Chase & Co.

1.8

2.1

Hewlett-Packard Co.

1.7

1.7

Wells Fargo & Co.

1.6

2.1

ARM Holdings PLC

1.6

0.0

Barrick Gold Corp.

1.4

1.0

Newmont Mining Corp.

1.4

0.8

Chevron Corp.

1.3

1.1

Newcrest Mining Ltd.

1.3

0.8

 

17.2

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

17.8

15.0

Consumer Discretionary

16.2

12.8

Financials

15.6

20.6

Industrials

14.7

8.8

Materials

11.6

11.7

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 100.0%

 

fid691559

Stocks 99.6%

 

fid691667

Convertible
Securities 0.1%

 

fid691667

Convertible
Securities 0.1%

 

fid691566

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

 

fid691566

Short-Term
Investments and
Net Other Assets 0.3%

 

* Foreign investments

26.6%

 

** Foreign investments

26.3%

 

Short-term Investments and Net Other Assets are not included in the pie chart.

fid691672

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 100.0%

Shares

Value

CONSUMER DISCRETIONARY - 16.2%

Auto Components - 0.4%

TRW Automotive Holdings Corp. (a)

280,200

$ 11,645,112

Automobiles - 0.3%

Ford Motor Co. (a)

778,500

9,528,840

Diversified Consumer Services - 0.6%

DeVry, Inc.

200,000

9,842,000

Steiner Leisure Ltd. (a)

136,050

5,183,505

Stewart Enterprises, Inc. Class A

425,300

2,292,367

 

17,317,872

Hotels, Restaurants & Leisure - 2.5%

Ctrip.com International Ltd. sponsored ADR (a)

648,816

30,980,964

McDonald's Corp.

100,000

7,451,000

O'Charleys, Inc. (a)

100,000

719,000

Rick's Cabaret International, Inc. (a)

100,000

728,000

Starwood Hotels & Resorts Worldwide, Inc.

120,000

6,306,000

Wyndham Worldwide Corp.

854,390

23,470,093

 

69,655,057

Household Durables - 0.2%

La-Z-Boy, Inc. (a)(c)

400,000

3,376,000

PulteGroup, Inc. (a)

180,500

1,581,180

 

4,957,180

Internet & Catalog Retail - 1.0%

1-800-FLOWERS.com, Inc. Class A (a)

1,000,000

1,890,000

Amazon.com, Inc. (a)

175,100

27,501,206

 

29,391,206

Leisure Equipment & Products - 0.6%

Hasbro, Inc.

358,600

15,961,286

Media - 2.4%

Antena 3 Television SA

400,000

3,299,428

DIRECTV (a)

100,000

4,163,000

Kabel Deutschland Holding AG

382,123

15,160,707

Omnicom Group, Inc.

100,000

3,948,000

The Walt Disney Co.

450,000

14,899,500

Viacom, Inc. Class B (non-vtg.)

254,600

9,213,974

Virgin Media, Inc.

751,566

17,301,049

 

67,985,658

Multiline Retail - 1.2%

Dollarama, Inc.

100,000

2,629,405

Dollarama, Inc. (d)

381,000

10,018,032

Macy's, Inc.

500,000

11,545,000

Maoye International Holdings Ltd.

10,648,000

4,981,601

Target Corp.

100,000

5,344,000

 

34,518,038

Specialty Retail - 3.3%

Ace Hardware Indonesia Tbk PT

488,000

110,723

Belle International Holdings Ltd.

12,528,000

25,156,108

Guess?, Inc.

200,000

8,126,000

Gymboree Corp. (a)(c)

230,000

9,554,200

 

Shares

Value

Hengdeli Holdings Ltd.

9,362,000

$ 4,331,690

Ross Stores, Inc.

367,485

20,072,031

TJX Companies, Inc.

564,000

25,171,320

 

92,522,072

Textiles, Apparel & Luxury Goods - 3.7%

Anta Sports Products Ltd.

1,915,000

4,437,647

Iconix Brand Group, Inc. (a)

499,081

8,733,918

Phillips-Van Heusen Corp.

336,900

20,267,904

Polo Ralph Lauren Corp. Class A

209,500

18,825,670

Steven Madden Ltd. (a)

248,602

10,207,598

VF Corp.

134,753

10,917,688

Warnaco Group, Inc. (a)

447,698

22,890,799

Yue Yuen Industrial (Holdings) Ltd.

2,000,000

7,410,749

 

103,691,973

TOTAL CONSUMER DISCRETIONARY

457,174,294

CONSUMER STAPLES - 6.1%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

450,766

26,518,884

Anheuser-Busch InBev SA NV (strip VVPR) (a)

160,000

654

Constellation Brands, Inc. Class A (sub. vtg.) (a)

755,000

13,355,950

Dr Pepper Snapple Group, Inc.

302,400

10,741,248

 

50,616,736

Food & Staples Retailing - 0.4%

Drogasil SA

185,500

4,731,556

Wal-Mart Stores, Inc.

121,500

6,502,680

 

11,234,236

Food Products - 2.1%

Alliance Grain Traders, Inc. (c)

584,000

16,695,446

BioExx Specialty Proteins Ltd. (a)

1,000,000

2,527,339

Chiquita Brands International, Inc. (a)

100,238

1,327,151

Danone

54,700

3,272,109

Diamond Foods, Inc. (c)

199,300

8,169,307

Dole Food Co., Inc. (c)

318,100

2,910,615

Fresh Del Monte Produce, Inc. (a)

574,545

12,467,627

Ralcorp Holdings, Inc. (a)

147,601

8,631,706

TreeHouse Foods, Inc. (a)

74,000

3,411,400

 

59,412,700

Household Products - 0.3%

Procter & Gamble Co.

150,000

8,995,500

Personal Products - 1.5%

Herbalife Ltd.

448,530

27,068,786

Nu Skin Enterprises, Inc. Class A

505,500

14,558,400

 

41,627,186

TOTAL CONSUMER STAPLES

171,886,358

Common Stocks - continued

Shares

Value

ENERGY - 10.9%

Energy Equipment & Services - 1.3%

Baker Hughes, Inc.

128,834

$ 5,488,328

Nabors Industries Ltd. (a)

475,900

8,594,754

Noble Corp.

505,500

17,080,845

Patterson-UTI Energy, Inc.

220,500

3,766,140

Schlumberger Ltd.

40,000

2,464,400

 

37,394,467

Oil, Gas & Consumable Fuels - 9.6%

Anadarko Petroleum Corp.

136,400

7,781,620

Apache Corp.

160,800

15,719,808

Chevron Corp.

471,400

38,206,970

Cimarex Energy Co.

62,455

4,133,272

ConocoPhillips

141,600

8,132,088

Exxon Mobil Corp.

952,409

58,849,352

Falkland Oil & Gas Ltd. (a)(c)

1,507,598

3,078,869

International Coal Group, Inc. (a)

1,716,700

9,132,844

Marathon Oil Corp.

1,080,900

35,777,790

Massey Energy Co.

302,000

9,368,040

Occidental Petroleum Corp.

330,500

25,878,150

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

374,600

12,294,372

Range Resources Corp.

50,000

1,906,500

SemGroup Corp. Class A (a)

330,000

7,672,500

Southern Union Co.

351,800

8,464,308

Southwestern Energy Co. (a)

316,500

10,583,760

Suncor Energy, Inc.

312,400

10,172,928

Sunoco, Inc.

100,000

3,650,000

 

270,803,171

TOTAL ENERGY

308,197,638

FINANCIALS - 15.5%

Capital Markets - 1.3%

3W Power Holdings SA (a)

1,155,600

6,207,647

3W Power Holdings SA warrants 9/1/12 (a)

1,105,000

301,311

Ameriprise Financial, Inc.

250,000

11,832,500

Evercore Partners, Inc. Class A

80,800

2,311,688

GLG Partners, Inc. warrants 12/28/11 (a)

4,170,200

526,696

Janus Capital Group, Inc.

589,077

6,450,393

Jefferies Group, Inc. (c)

400,000

9,076,000

 

36,706,235

Commercial Banks - 3.2%

HDFC Bank Ltd.

84,785

4,722,886

Huntington Bancshares, Inc.

1,197,600

6,790,392

Oriental Financial Group, Inc.

114,618

1,524,419

PNC Financial Services Group, Inc.

81,400

4,225,474

Regions Financial Corp.

1,570,300

11,416,081

SunTrust Banks, Inc.

440,000

11,365,200

 

Shares

Value

SVB Financial Group (a)

170,000

$ 7,194,400

Wells Fargo & Co.

1,769,050

44,456,227

 

91,695,079

Consumer Finance - 0.3%

Capital One Financial Corp.

100,000

3,955,000

Cardtronics, Inc. (a)

240,500

3,710,915

 

7,665,915

Diversified Financial Services - 4.1%

Bank of America Corp.

1,154,200

15,131,562

Citigroup, Inc. (a)

8,395,000

32,740,500

JPMorgan Chase & Co.

1,361,100

51,817,077

Moody's Corp.

200,000

4,996,000

NBH Holdings Corp. Class A (a)(d)

146,800

2,862,600

PICO Holdings, Inc. (a)

268,989

8,032,012

 

115,579,751

Insurance - 3.6%

Alterra Capital Holdings Ltd.

191,736

3,819,381

Berkshire Hathaway, Inc. Class A (a)

66

8,217,000

Genworth Financial, Inc. Class A (a)

1,000,000

12,220,000

Lincoln National Corp.

383,400

9,170,928

Loews Corp.

253,700

9,615,230

MetLife, Inc.

470,000

18,071,500

Phoenix Group Holdings

2,622,677

28,222,647

Phoenix Group Holdings (Reg. S)

450,000

3,873,947

Platinum Underwriters Holdings Ltd.

98,167

4,272,228

Protective Life Corp.

146,200

3,181,312

Unum Group

73,300

1,623,595

 

102,287,768

Real Estate Investment Trusts - 1.2%

CBL & Associates Properties, Inc.

1,044,258

13,638,009

Hersha Hospitality Trust

1,668,686

8,643,793

Sunstone Hotel Investors, Inc. (a)

445,000

4,036,150

Vornado Realty Trust

100,362

8,583,962

 

34,901,914

Real Estate Management & Development - 1.8%

CB Richard Ellis Group, Inc. Class A (a)

1,057,400

19,329,272

Iguatemi Empresa de Shopping Centers SA

344,300

7,688,381

Jones Lang LaSalle, Inc.

245,700

21,196,539

Unite Group PLC (a)

756,222

2,613,571

 

50,827,763

TOTAL FINANCIALS

439,664,425

HEALTH CARE - 5.8%

Biotechnology - 0.7%

Alexion Pharmaceuticals, Inc. (a)

57,556

3,704,304

Amgen, Inc. (a)

200,000

11,022,000

AVEO Pharmaceuticals, Inc.

66,400

739,696

ImmunoGen, Inc. (a)

99,600

624,492

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Micromet, Inc. (a)

394,692

$ 2,652,330

ZIOPHARM Oncology, Inc. (a)

300,000

1,125,000

 

19,867,822

Health Care Equipment & Supplies - 1.3%

C. R. Bard, Inc.

135,000

10,993,050

Cooper Companies, Inc.

280,000

12,941,600

Covidien PLC

150,600

6,052,614

Hospira, Inc. (a)

54,300

3,095,643

Symmetry Medical, Inc. (a)

250,000

2,410,000

 

35,492,907

Health Care Providers & Services - 2.0%

Emergency Medical Services Corp.
Class A (a)

107,300

5,713,725

Express Scripts, Inc. (a)

378,072

18,412,106

Hanger Orthopedic Group, Inc. (a)

1,122,172

16,316,381

Humana, Inc. (a)

37,000

1,858,880

Medco Health Solutions, Inc. (a)

245,600

12,785,936

UnitedHealth Group, Inc.

80,900

2,840,399

 

57,927,427

Life Sciences Tools & Services - 0.2%

Life Technologies Corp. (a)

120,000

5,602,800

Pharmaceuticals - 1.6%

Allergan, Inc.

206,200

13,718,486

GlaxoSmithKline PLC sponsored ADR

100,000

3,952,000

Pfizer, Inc.

200,000

3,434,000

PT Kalbe Farma Tbk

5,000,000

1,428,574

Shire PLC sponsored ADR

60,000

4,036,800

Valeant Pharmaceuticals International, Inc.

748,090

18,870,411

 

45,440,271

TOTAL HEALTH CARE

164,331,227

INDUSTRIALS - 14.7%

Aerospace & Defense - 4.6%

Esterline Technologies Corp. (a)

325,000

18,599,750

Goodrich Corp.

105,000

7,741,650

Honeywell International, Inc.

599,567

26,344,974

Precision Castparts Corp.

140,700

17,918,145

Raytheon Co.

186,137

8,508,322

The Boeing Co.

320,000

21,292,800

United Technologies Corp.

415,200

29,574,696

 

129,980,337

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

200,000

13,338,000

 

Shares

Value

Building Products - 0.4%

Armstrong World Industries, Inc. (a)

100,000

$ 4,151,000

Owens Corning (a)

266,900

6,840,647

 

10,991,647

Commercial Services & Supplies - 0.4%

Republic Services, Inc.

100,000

3,049,000

United Stationers, Inc. (a)

180,700

9,669,257

 

12,718,257

Construction & Engineering - 0.9%

Fluor Corp.

286,400

14,185,392

Furmanite Corp. (a)

1,000,000

4,880,000

Jacobs Engineering Group, Inc. (a)

103,500

4,005,450

Orion Marine Group, Inc. (a)

179,300

2,225,113

 

25,295,955

Electrical Equipment - 0.4%

Deswell Industries, Inc.

14,000

41,020

Fushi Copperweld, Inc. (a)

203,500

1,768,415

Regal-Beloit Corp.

172,667

10,133,826

 

11,943,261

Industrial Conglomerates - 1.2%

3M Co.

130,000

11,272,300

Carlisle Companies, Inc.

310,000

9,284,500

General Electric Co.

200,000

3,250,000

Textron, Inc.

489,000

10,053,840

 

33,860,640

Machinery - 2.4%

Bucyrus International, Inc. Class A

279,500

19,383,325

Caterpillar, Inc.

269,500

21,204,260

Commercial Vehicle Group, Inc. (a)

383,176

3,900,732

Cummins, Inc.

30,000

2,717,400

Hardinge, Inc.

533,240

4,084,618

Ingersoll-Rand Co. Ltd.

230,000

8,213,300

Navistar International Corp. (a)

39,410

1,719,852

Pall Corp.

100,000

4,164,000

Wabash National Corp. (a)

270,000

2,184,300

 

67,571,787

Marine - 0.0%

Navios Maritime Acquisition Corp. (a)

11,800

64,782

Road & Rail - 2.9%

Arkansas Best Corp.

200,000

4,846,000

CSX Corp.

383,400

21,209,688

Norfolk Southern Corp.

488,900

29,094,439

Union Pacific Corp.

317,600

25,979,680

 

81,129,807

Trading Companies & Distributors - 1.0%

Finning International, Inc.

500,000

11,625,759

Interline Brands, Inc. (a)

335,008

6,043,544

WESCO International, Inc. (a)

285,000

11,197,650

 

28,866,953

TOTAL INDUSTRIALS

415,761,426

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 17.8%

Communications Equipment - 2.4%

Cisco Systems, Inc. (a)

1,460,300

$ 31,980,570

DG FastChannel, Inc. (a)

300,000

6,525,000

DragonWave, Inc. (a)(c)

258,600

1,824,968

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

2,502,200

27,449,134

 

67,779,672

Computers & Peripherals - 4.9%

Apple, Inc. (a)

299,300

84,926,379

Hewlett-Packard Co.

1,158,300

48,729,681

Isilon Systems, Inc. (a)

99,200

2,210,176

SanDisk Corp. (a)

100,000

3,665,000

 

139,531,236

Electronic Equipment & Components - 1.0%

Corning, Inc.

600,000

10,968,000

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,240,000

8,435,897

Jabil Circuit, Inc.

200,000

2,882,000

SYNNEX Corp. (a)

162,900

4,584,006

Vishay Precision Group, Inc. (a)

100,000

1,561,000

 

28,430,903

Internet Software & Services - 3.8%

Akamai Technologies, Inc. (a)

47,400

2,378,532

Baidu.com, Inc. sponsored ADR (a)

267,500

27,450,850

eBay, Inc. (a)

320,000

7,808,000

Equinix, Inc. (a)

7,500

767,625

Google, Inc. Class A (a)

50,000

26,289,500

Open Text Corp. (a)

301,600

14,233,468

Rackspace Hosting, Inc. (a)

250,000

6,495,000

Sina Corp. (a)

205,000

10,368,900

Support.com, Inc. (a)

600,000

2,748,000

Tencent Holdings Ltd.

439,700

9,611,177

 

108,151,052

IT Services - 1.2%

Acxiom Corp. (a)

690,000

10,943,400

Alliance Data Systems Corp. (a)(c)

106,250

6,933,875

Convergys Corp. (a)

250,000

2,612,500

Fidelity National Information Services, Inc.

470,000

12,751,100

 

33,240,875

Semiconductors & Semiconductor Equipment - 1.9%

ARM Holdings PLC

3,500,000

21,774,158

ARM Holdings PLC sponsored ADR (c)

1,100,000

20,636,000

Avago Technologies Ltd. (a)

282,100

6,350,071

KLA-Tencor Corp.

100,000

3,523,000

 

52,283,229

Software - 2.6%

Autodesk, Inc. (a)

350,000

11,189,500

BMC Software, Inc. (a)

277,200

11,221,056

 

Shares

Value

ChinaCache International Holdings Ltd. sponsored ADR (a)

6,100

$ 84,790

Citrix Systems, Inc. (a)

246,900

16,848,456

CommVault Systems, Inc. (a)

90,000

2,342,700

Informatica Corp. (a)

13,558

520,763

Longtop Financial Technologies Ltd. ADR (a)

85,101

3,348,724

MICROS Systems, Inc. (a)

300,000

12,699,000

Solera Holdings, Inc.

265,000

11,702,400

Taleo Corp. Class A (a)

114,200

3,310,658

 

73,268,047

TOTAL INFORMATION TECHNOLOGY

502,685,014

MATERIALS - 11.6%

Chemicals - 2.5%

Ashland, Inc.

155,000

7,559,350

CF Industries Holdings, Inc.

55,000

5,252,500

Dow Chemical Co.

109,100

2,995,886

Grasim Industries Ltd.

187

9,676

Huntsman Corp.

500,000

5,780,000

LyondellBasell Industries NV:

Class A (a)

568,836

13,595,180

Class B (a)

520,812

12,421,366

Neo Material Technologies, Inc. (a)

2,730,600

13,059,103

The Mosaic Co.

159,893

9,395,313

 

70,068,374

Containers & Packaging - 0.5%

Boise, Inc. (a)

1,425,000

9,248,250

Owens-Illinois, Inc. (a)

220,000

6,173,200

 

15,421,450

Metals & Mining - 8.5%

Agnico-Eagle Mines Ltd. (Canada)

363,500

25,846,926

Barrick Gold Corp.

877,300

40,549,808

Carpenter Technology Corp.

245,300

8,269,063

Compass Minerals International, Inc.

110,000

8,428,200

Endeavour Silver Corp. (a)

492,100

1,994,709

First Quantum Minerals Ltd.

70,000

5,324,423

Freeport-McMoRan Copper & Gold, Inc.

111,500

9,520,985

International Tower Hill Mines Ltd. (a)(d)

900,000

5,642,770

Kinross Gold Corp.

807,800

15,154,838

Newcrest Mining Ltd.

959,787

36,804,958

Newmont Mining Corp.

627,100

39,388,151

Noranda Income Fund Class A priority units (a)

376,000

1,831,115

Pan American Silver Corp.

453,607

13,422,234

Sabina Gold & Silver Corp. (a)

350,100

1,609,694

Silver Standard Resources, Inc. (a)

628,300

12,553,437

Silver Wheaton Corp. (a)

500,000

13,317,132

 

239,658,443

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Acadian Timber Corp.

610,800

$ 3,669,253

TOTAL MATERIALS

328,817,520

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.7%

Global Crossing Ltd. (a)

106,861

1,374,232

Qwest Communications International, Inc.

2,203,000

13,812,810

Verizon Communications, Inc.

100,000

3,259,000

 

18,446,042

Wireless Telecommunication Services - 0.5%

SOFTBANK CORP.

250,000

8,180,613

Sprint Nextel Corp. (a)

1,587,000

7,347,810

 

15,528,423

TOTAL TELECOMMUNICATION SERVICES

33,974,465

UTILITIES - 0.2%

Multi-Utilities - 0.2%

CMS Energy Corp.

319,422

5,755,984

TOTAL COMMON STOCKS

(Cost $2,495,747,987)

2,828,248,351

Convertible Bonds - 0.1%

 

Principal Amount

 

FINANCIALS - 0.1%

Capital Markets - 0.1%

GLG Partners, Inc. 5% 5/15/14 (d)

$ 1,750,000

 

(Cost $1,750,000)

2,256,275

Money Market Funds - 1.1%

Shares

Value

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(e)
(Cost $29,812,382)

29,812,382

$ 29,812,382

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $2,527,310,369)

2,860,317,008

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(33,183,724)

NET ASSETS - 100%

$ 2,827,133,284

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $20,779,677 or 0.7% of net assets.

(e) Affiliated fund that is 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.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 25,005

Fidelity Securities Lending Cash Central Fund

518,789

Total

$ 543,794

Other Affiliated Issuers

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

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end
of period

Hanger Orthopedic Group, Inc.

$ 25,174,938

$ 632,376

$ 12,381,402

$ -

$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security 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

$ 457,174,294

$ 457,174,294

$ -

$ -

Consumer Staples

171,886,358

171,886,358

-

-

Energy

308,197,638

308,197,638

-

-

Financials

439,664,425

428,204,992

8,596,833

2,862,600

Health Care

164,331,227

164,331,227

-

-

Industrials

415,761,426

415,761,426

-

-

Information Technology

502,685,014

480,826,066

21,858,948

-

Materials

328,817,520

328,807,844

9,676

-

Telecommunication Services

33,974,465

25,793,852

8,180,613

-

Utilities

5,755,984

5,755,984

-

-

Corporate Bonds

2,256,275

-

2,256,275

-

Money Market Funds

29,812,382

29,812,382

-

-

Total Investments in Securities:

$ 2,860,317,008

$ 2,816,552,063

$ 40,902,345

$ 2,862,600

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(73,400)

Cost of Purchases

2,936,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,862,600

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2010

$ (73,400)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America

73.4%

Canada

8.7%

Cayman Islands

5.1%

United Kingdom

1.8%

China

1.7%

Australia

1.3%

Sweden

1.0%

Others (Individually Less Than 1%)

7.0%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $1,046,788,322 of which $652,766,370 and $394,021,952 will expire on September 30, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $28,722,279) - See accompanying schedule:

Unaffiliated issuers (cost $2,497,497,987)

$ 2,830,504,626

 

Fidelity Central Funds (cost $29,812,382)

29,812,382

 

Total Investments (cost $2,527,310,369)

 

$ 2,860,317,008

Foreign currency held at value (cost $35,505)

35,505

Receivable for investments sold

73,188,593

Receivable for fund shares sold

1,236,910

Dividends receivable

3,181,686

Interest receivable

32,813

Distributions receivable from Fidelity Central Funds

15,587

Other receivables

432,449

Total assets

2,938,440,551

 

 

 

Liabilities

Payable to custodian bank

$ 4,306

Payable for investments purchased

61,129,394

Payable for fund shares redeemed

3,179,406

Accrued management fee

1,298,559

Distribution and service plan fees payable

66,055

Notes payable to affiliates

15,449,000

Other affiliated payables

222,003

Other payables and accrued expenses

146,162

Collateral on securities loaned, at value

29,812,382

Total liabilities

111,307,267

 

 

 

Net Assets

$ 2,827,133,284

Net Assets consist of:

 

Paid in capital

$ 3,557,384,613

Undistributed net investment income

9,629,926

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

(1,072,854,889)

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

332,973,634

Net Assets

$ 2,827,133,284

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($2,509,668,977 ÷ 264,138,762 shares)

$ 9.50

 

 

 

Class A:
Net Asset Value
and redemption price per share ($315,289,642 ÷ 34,052,158 shares)

$ 9.26

 

 

 

Maximum offering price per share (100/94.25 of $9.26)

$ 9.82

Class T:
Net Asset Value
and redemption price per share ($759,503 ÷ 82,986 shares)

$ 9.15

 

 

 

Maximum offering price per share (100/96.50 of $9.15)

$ 9.48

Class B:
Net Asset Value
and offering price per share ($367,862 ÷ 40,663 shares) A

$ 9.05

 

 

 

Class C:
Net Asset Value
and offering price per share ($903,603 ÷ 100,192 shares) A

$ 9.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($143,697 ÷ 15,062 shares)

$ 9.54

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 31,771,089

Interest

 

147,101

Income from Fidelity Central Funds

 

543,794

Total income

 

32,461,984

 

 

 

Expenses

Management fee

$ 17,540,822

Transfer agent fees

539,931

Distribution and service plan fees

870,245

Accounting and security lending fees

955,796

Custodian fees and expenses

181,581

Independent trustees' compensation

19,033

Appreciation in deferred trustee compensation account

51

Registration fees

72,906

Audit

72,530

Legal

22,174

Interest

13,019

Miscellaneous

49,005

Total expenses before reductions

20,337,093

Expense reductions

(294,166)

20,042,927

Net investment income (loss)

12,419,057

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $1,940,929)

359,752,896

Other affiliated issuers

2,196,142

 

Foreign currency transactions

(325,548)

Capital gain distributions from Fidelity Central Funds

4,893

Total net realized gain (loss)

 

361,628,383

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,635,811)

(27,800,121)

Assets and liabilities in foreign currencies

(23,127)

Total change in net unrealized appreciation (depreciation)

 

(27,823,248)

Net gain (loss)

333,805,135

Net increase (decrease) in net assets resulting from operations

$ 346,224,192

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,419,057

$ 39,967,942

Net realized gain (loss)

361,628,383

(1,310,140,438)

Change in net unrealized appreciation (depreciation)

(27,823,248)

879,878,800

Net increase (decrease) in net assets resulting from operations

346,224,192

(390,293,696)

Distributions to shareholders from net investment income

(26,780,437)

(37,208,511)

Distributions to shareholders from net realized gain

(1,958,207)

(2,613,165)

Total distributions

(28,738,644)

(39,821,676)

Share transactions - net increase (decrease)

(1,151,405,238)

(76,939,898)

Total increase (decrease) in net assets

(833,919,690)

(507,055,270)

 

 

 

Net Assets

Beginning of period

3,661,052,974

4,168,108,244

End of period (including undistributed net investment income of $9,629,926 and undistributed net investment income of $25,319,163, respectively)

$ 2,827,133,284

$ 3,661,052,974

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.61

$ 9.57

$ 14.37

$ 12.91

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

.09

.08

.12

.14

Net realized and unrealized gain (loss)

  .93

(.95)

(2.86)

2.25

1.18

Total from investment operations

  .97

(.86)

(2.78)

2.37

1.32

Distributions from net investment income

  (.07)

(.09)

(.11)

(.14)

(.13)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.08)

(.10) H

(2.02) G

(.91)

(.32)

Net asset value, end of period

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Total Return A,B

  11.31%

(8.77)%

(22.45)%

19.44%

11.25%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  .61%

.61%

.59%

.60%

.61%

Expenses net of fee waivers, if any

  .61%

.61%

.59%

.60%

.61%

Expenses net of all reductions

  .60%

.60%

.58%

.59%

.57%

Net investment income (loss)

  .44%

1.33%

.64%

.90%

1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

$ 5,034,751

Portfolio turnover rate E

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $2.02 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.39

$ 9.32

$ 14.04

$ 12.64

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .01

.06

.03

.07

.08

Net realized and unrealized gain (loss)

  .90

(.93)

(2.78)

2.19

1.16

Total from investment operations

  .91

(.87)

(2.75)

2.26

1.24

Distributions from net investment income

  (.04)

(.05)

(.06)

(.09)

(.07)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.04) J

(.06) I

(1.97) H

(.86)

(.26)

Net asset value, end of period

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Total Return A,B,C

  10.94%

(9.18)%

(22.73)%

18.90%

10.81%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of fee waivers, if any

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of all reductions

  .97%

1.01%

.97%

.98%

1.02%

Net investment income (loss)

  .07%

.92%

.25%

.51%

.68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 315,290

$ 380,175

$ 379,162

$ 471,593

$ 372,010

Portfolio turnover rate F

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

H Total distributions of $1.97 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.006 per share.

J Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 9.22

$ 13.91

$ 12.57

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

.03

(.02)

.01

.04

Net realized and unrealized gain (loss)

  .90

(.93)

(2.76)

2.19

1.14

Total from investment operations

  .86

(.90)

(2.78)

2.20

1.18

Distributions from net investment income

  -

(.03)

(.01)

(.09)

(.08)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.03) H

(1.91) G

(.86)

(.27)

Net asset value, end of period

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Total Return A,B

  10.37%

(9.65)%

(23.06)%

18.49%

10.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of fee waivers, if any

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of all reductions

  1.46%

1.47%

1.40%

1.42%

1.39%

Net investment income (loss)

  (.43)%

.47%

(.18)%

.07%

.31%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 760

$ 978

$ 1,013

$ 1,063

$ 434

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $1.91 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.03 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 9.15

$ 13.83

$ 12.51

$ 11.64

Income from Investment Operations C

 

 

 

 

 

Net investment income (loss)

  (.08)

- H

(.08)

(.05)

(.03)

Net realized and unrealized gain (loss)

  .90

(.92)

(2.74)

2.18

1.15

Total from investment operations

  .82

(.92)

(2.82)

2.13

1.12

Distributions from net investment income

  -

-

-

(.04)

(.06)

Distributions from net realized gain

  -

-

(1.86)

(.77)

(.19)

Total distributions

  -

-

(1.86) I

(.81)

(.25)

Net asset value, end of period

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Total Return A,B

  9.96%

(10.05)%

(23.45)%

17.92%

9.74%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of fee waivers, if any

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of all reductions

  1.91%

1.93%

1.88%

1.90%

1.91%

Net investment income (loss)

  (.88)%

-% F

(.66)%

(.41)%

(.21)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 368

$ 384

$ 399

$ 466

$ 284

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

I Total distributions of $1.86 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.21

$ 9.16

$ 13.85

$ 12.53

$ 11.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.07)

- G

(.08)

(.05)

(.01)

Net realized and unrealized gain (loss)

  .88

(.92)

(2.73)

2.18

1.15

Total from investment operations

  .81

(.92)

(2.81)

2.13

1.14

Distributions from net investment income

  -

(.02)

-

(.04)

(.06)

Distributions from net realized gain

  -

(.01)

(1.88)

(.77)

(.19)

Total distributions

  -

(.03) I

(1.88) H

(.81)

(.25)

Net asset value, end of period

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Total Return A,B

  9.87%

(10.00)%

(23.39)%

17.87%

9.89%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of fee waivers, if any

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of all reductions

  1.89%

1.92%

1.89%

1.90%

1.82%

Net investment income (loss)

  (.85)%

.01%

(.66)%

(.41)%

(.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 904

$ 1,042

$ 522

$ 458

$ 229

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $1.88 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

I Total distributions of $.03 per share is comprised of distributions from net investment income of $.021 and distributions from net realized gain of $.006 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 9.55

$ 14.33

$ 12.90

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .02

.08

.06

.11

.12

Net realized and unrealized gain (loss)

  .93

(.96)

(2.84)

2.23

1.17

Total from investment operations

  .95

(.88)

(2.78)

2.34

1.29

Distributions from net investment income

  -

(.07)

(.09)

(.14)

(.11)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.08) G

(2.00) F

(.91)

(.30)

Net asset value, end of period

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Total Return A

  11.06%

(8.99)%

(22.48)%

19.20%

11.04%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .87%

.81%

.74%

.74%

.78%

Expenses net of fee waivers, if any

  .87%

.81%

.74%

.74%

.78%

Expenses net of all reductions

  .87%

.79%

.73%

.69%

.74%

Net investment income (loss)

  .17%

1.14%

.50%

.80%

.96%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 144

$ 83

$ 1,720

$ 2,422

$ 114

Portfolio turnover rate D

  62%

152%

283%

200%

184%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

G Total distributions of $.08 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $.006 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Capital Development Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 an independent pricing service 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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

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

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on short term capital gains on securities of certain issuers domiciled in India. The Fund records an estimated deferred tax liability included in Other payables and accrued expenses in the accompanying Statement of Assets & Liabilities for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of at period end.

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 470,425,667

Gross unrealized depreciation

(163,485,595)

Net unrealized appreciation (depreciation)

$ 306,940,072

 

 

Tax Cost

$ 2,553,376,936

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

Undistributed ordinary income

$ 9,707,022

Capital loss carryforward

$ (1,046,788,322)

Net unrealized appreciation (depreciation)

$ 306,907,068

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 28,738,644

$ 39,821,676

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,917,783,894 and $3,061,380,587, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

0%

.25%

$ 853,495

$ 11,473

Class T

.25%

.25%

3,890

20

Class B

.75%

.25%

3,665

2,751

Class C

.75%

.25%

9,195

965

 

 

 

$ 870,245

$ 15,209

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 2,535

Class T

648

Class B*

868

Class C*

238

 

$ 4,289

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 112,643

.00*

Class A

420,224

.12

Class T

2,862

.37

Class B

1,166

.32

Class C

2,709

.29

Institutional Class 

327

.27

 

$ 539,931

 

* Amount represents less than .01%

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70,022 for the period.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 8,287,179

.41%

$ 7,445

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13,262 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $518,789.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $12,850,160. The weighted average interest rate was .62%. The interest expense amounted to $5,574 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $294,166 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 25,105,317

$ 34,977,828

Class A

1,675,120

2,211,312

Class T

-

3,457

Class C

-

2,139

Institutional Class

-

13,775

Total

$ 26,780,437

$ 37,208,511

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders - continued

Distributions to shareholders of each class were as follows: - continued

Years ended September 30,

2010

2009

From net realized gain

 

 

Class O

$ 1,743,448

$ 2,360,189

Class A

214,759

250,450

Class T

-

798

Class C

-

611

Institutional Class

-

1,117

Total

$ 1,958,207

$ 2,613,165

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

41,289,302

22,448,512

$ 373,895,608

$ 158,446,482

Reinvestment of distributions

2,773,030

5,071,181

24,264,054

34,282,205

Shares redeemed

(160,706,664)

(42,079,870)

(1,449,719,075)

(300,445,967)

Net increase (decrease)

(116,644,332)

(14,560,177)

$ (1,051,559,413)

$ (107,717,280)

Class A

 

 

 

 

Shares sold

11,028,541

8,258,131

$ 97,288,817

$ 56,859,926

Reinvestment of distributions

194,226

339,292

1,660,628

2,242,770

Shares redeemed

(22,480,213)

(3,959,271)

(198,261,888)

(27,548,432)

Net increase (decrease)

(11,257,446)

4,638,152

$ (99,312,443)

$ 31,554,264

Class T

 

 

 

 

Shares sold

16,924

68,566

$ 148,983

$ 478,855

Reinvestment of distributions

-

623

-

4,090

Shares redeemed

(51,916)

(61,121)

(452,162)

(411,093)

Net increase (decrease)

(34,992)

8,068

$ (303,179)

$ 71,852

Class B

 

 

 

 

Shares sold

8,327

23,061

$ 72,776

$ 153,649

Shares redeemed

(14,340)

(20,044)

(124,006)

(138,646)

Net increase (decrease)

(6,013)

3,017

$ (51,230)

$ 15,003

Class C

 

 

 

 

Shares sold

8,316

135,123

$ 73,022

$ 875,951

Reinvestment of distributions

-

401

-

2,612

Shares redeemed

(35,106)

(65,549)

(301,614)

(438,818)

Net increase (decrease)

(26,790)

69,975

$ (228,592)

$ 439,745

Institutional Class

 

 

 

 

Shares sold

7,602

38,032

$ 70,191

$ 258,986

Reinvestment of distributions

-

2,061

-

13,910

Shares redeemed

(2,193)

(210,626)

(20,572)

(1,576,378)

Net increase (decrease)

5,409

(170,533)

$ 49,619

$ (1,303,482)

13. 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 Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Capital Development Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Capital Development Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ 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

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

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

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

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Fidelity Advisor Capital Development Fund

fid691674

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the third quartile for all the periods shown. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Capital Development Fund

fid691676

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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 expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan) Inc.
Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA
fid691575

DESIIN-UANN-1110
1.837885.104

Fidelity Destiny® Portfolios:
Fidelity Advisor
SM

Capital Development Fund -

Class O

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Class O

11.31%

0.91%

-0.76%

$50/month 15-Year Plan A

-46.79%

-2.73%

-2.06%

A The figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect custodian fees and sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan, and 5.70% on each subsequent investment thereafter, and a Custodian Fee of up to $1.50 per investment. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Capital Development Fund - Class O on September 30, 2000. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

fid691691

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Class O shares returned 11.31% (excluding sales charges), topping the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Class A shares returned 10.94% (excluding sales charges), topping the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

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 Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.00

$ 3.06

HypotheticalA

 

$ 1,000.00

$ 1,022.01

$ 3.09

Class A

.96%

 

 

 

Actual

 

$ 1,000.00

$ 998.90

$ 4.81

HypotheticalA

 

$ 1,000.00

$ 1,020.26

$ 4.86

Class T

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 995.60

$ 7.25

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.33

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Class C

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Institutional Class

.87%

 

 

 

Actual

 

$ 1,000.00

$ 999.00

$ 4.36

HypotheticalA

 

$ 1,000.00

$ 1,020.71

$ 4.41

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

3.0

1.0

Exxon Mobil Corp.

2.1

0.0

JPMorgan Chase & Co.

1.8

2.1

Hewlett-Packard Co.

1.7

1.7

Wells Fargo & Co.

1.6

2.1

ARM Holdings PLC

1.6

0.0

Barrick Gold Corp.

1.4

1.0

Newmont Mining Corp.

1.4

0.8

Chevron Corp.

1.3

1.1

Newcrest Mining Ltd.

1.3

0.8

 

17.2

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

17.8

15.0

Consumer Discretionary

16.2

12.8

Financials

15.6

20.6

Industrials

14.7

8.8

Materials

11.6

11.7

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 100.0%

 

fid691559

Stocks 99.6%

 

fid691667

Convertible
Securities 0.1%

 

fid691667

Convertible
Securities 0.1%

 

fid691566

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

 

fid691566

Short-Term
Investments and
Net Other Assets 0.3%

 

* Foreign investments

26.6%

 

** Foreign investments

26.3%

 

Short-term Investments and Net Other Assets are not included in the pie chart.

fid691699

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 100.0%

Shares

Value

CONSUMER DISCRETIONARY - 16.2%

Auto Components - 0.4%

TRW Automotive Holdings Corp. (a)

280,200

$ 11,645,112

Automobiles - 0.3%

Ford Motor Co. (a)

778,500

9,528,840

Diversified Consumer Services - 0.6%

DeVry, Inc.

200,000

9,842,000

Steiner Leisure Ltd. (a)

136,050

5,183,505

Stewart Enterprises, Inc. Class A

425,300

2,292,367

 

17,317,872

Hotels, Restaurants & Leisure - 2.5%

Ctrip.com International Ltd. sponsored ADR (a)

648,816

30,980,964

McDonald's Corp.

100,000

7,451,000

O'Charleys, Inc. (a)

100,000

719,000

Rick's Cabaret International, Inc. (a)

100,000

728,000

Starwood Hotels & Resorts Worldwide, Inc.

120,000

6,306,000

Wyndham Worldwide Corp.

854,390

23,470,093

 

69,655,057

Household Durables - 0.2%

La-Z-Boy, Inc. (a)(c)

400,000

3,376,000

PulteGroup, Inc. (a)

180,500

1,581,180

 

4,957,180

Internet & Catalog Retail - 1.0%

1-800-FLOWERS.com, Inc. Class A (a)

1,000,000

1,890,000

Amazon.com, Inc. (a)

175,100

27,501,206

 

29,391,206

Leisure Equipment & Products - 0.6%

Hasbro, Inc.

358,600

15,961,286

Media - 2.4%

Antena 3 Television SA

400,000

3,299,428

DIRECTV (a)

100,000

4,163,000

Kabel Deutschland Holding AG

382,123

15,160,707

Omnicom Group, Inc.

100,000

3,948,000

The Walt Disney Co.

450,000

14,899,500

Viacom, Inc. Class B (non-vtg.)

254,600

9,213,974

Virgin Media, Inc.

751,566

17,301,049

 

67,985,658

Multiline Retail - 1.2%

Dollarama, Inc.

100,000

2,629,405

Dollarama, Inc. (d)

381,000

10,018,032

Macy's, Inc.

500,000

11,545,000

Maoye International Holdings Ltd.

10,648,000

4,981,601

Target Corp.

100,000

5,344,000

 

34,518,038

Specialty Retail - 3.3%

Ace Hardware Indonesia Tbk PT

488,000

110,723

Belle International Holdings Ltd.

12,528,000

25,156,108

Guess?, Inc.

200,000

8,126,000

Gymboree Corp. (a)(c)

230,000

9,554,200

 

Shares

Value

Hengdeli Holdings Ltd.

9,362,000

$ 4,331,690

Ross Stores, Inc.

367,485

20,072,031

TJX Companies, Inc.

564,000

25,171,320

 

92,522,072

Textiles, Apparel & Luxury Goods - 3.7%

Anta Sports Products Ltd.

1,915,000

4,437,647

Iconix Brand Group, Inc. (a)

499,081

8,733,918

Phillips-Van Heusen Corp.

336,900

20,267,904

Polo Ralph Lauren Corp. Class A

209,500

18,825,670

Steven Madden Ltd. (a)

248,602

10,207,598

VF Corp.

134,753

10,917,688

Warnaco Group, Inc. (a)

447,698

22,890,799

Yue Yuen Industrial (Holdings) Ltd.

2,000,000

7,410,749

 

103,691,973

TOTAL CONSUMER DISCRETIONARY

457,174,294

CONSUMER STAPLES - 6.1%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

450,766

26,518,884

Anheuser-Busch InBev SA NV (strip VVPR) (a)

160,000

654

Constellation Brands, Inc. Class A (sub. vtg.) (a)

755,000

13,355,950

Dr Pepper Snapple Group, Inc.

302,400

10,741,248

 

50,616,736

Food & Staples Retailing - 0.4%

Drogasil SA

185,500

4,731,556

Wal-Mart Stores, Inc.

121,500

6,502,680

 

11,234,236

Food Products - 2.1%

Alliance Grain Traders, Inc. (c)

584,000

16,695,446

BioExx Specialty Proteins Ltd. (a)

1,000,000

2,527,339

Chiquita Brands International, Inc. (a)

100,238

1,327,151

Danone

54,700

3,272,109

Diamond Foods, Inc. (c)

199,300

8,169,307

Dole Food Co., Inc. (c)

318,100

2,910,615

Fresh Del Monte Produce, Inc. (a)

574,545

12,467,627

Ralcorp Holdings, Inc. (a)

147,601

8,631,706

TreeHouse Foods, Inc. (a)

74,000

3,411,400

 

59,412,700

Household Products - 0.3%

Procter & Gamble Co.

150,000

8,995,500

Personal Products - 1.5%

Herbalife Ltd.

448,530

27,068,786

Nu Skin Enterprises, Inc. Class A

505,500

14,558,400

 

41,627,186

TOTAL CONSUMER STAPLES

171,886,358

Common Stocks - continued

Shares

Value

ENERGY - 10.9%

Energy Equipment & Services - 1.3%

Baker Hughes, Inc.

128,834

$ 5,488,328

Nabors Industries Ltd. (a)

475,900

8,594,754

Noble Corp.

505,500

17,080,845

Patterson-UTI Energy, Inc.

220,500

3,766,140

Schlumberger Ltd.

40,000

2,464,400

 

37,394,467

Oil, Gas & Consumable Fuels - 9.6%

Anadarko Petroleum Corp.

136,400

7,781,620

Apache Corp.

160,800

15,719,808

Chevron Corp.

471,400

38,206,970

Cimarex Energy Co.

62,455

4,133,272

ConocoPhillips

141,600

8,132,088

Exxon Mobil Corp.

952,409

58,849,352

Falkland Oil & Gas Ltd. (a)(c)

1,507,598

3,078,869

International Coal Group, Inc. (a)

1,716,700

9,132,844

Marathon Oil Corp.

1,080,900

35,777,790

Massey Energy Co.

302,000

9,368,040

Occidental Petroleum Corp.

330,500

25,878,150

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

374,600

12,294,372

Range Resources Corp.

50,000

1,906,500

SemGroup Corp. Class A (a)

330,000

7,672,500

Southern Union Co.

351,800

8,464,308

Southwestern Energy Co. (a)

316,500

10,583,760

Suncor Energy, Inc.

312,400

10,172,928

Sunoco, Inc.

100,000

3,650,000

 

270,803,171

TOTAL ENERGY

308,197,638

FINANCIALS - 15.5%

Capital Markets - 1.3%

3W Power Holdings SA (a)

1,155,600

6,207,647

3W Power Holdings SA warrants 9/1/12 (a)

1,105,000

301,311

Ameriprise Financial, Inc.

250,000

11,832,500

Evercore Partners, Inc. Class A

80,800

2,311,688

GLG Partners, Inc. warrants 12/28/11 (a)

4,170,200

526,696

Janus Capital Group, Inc.

589,077

6,450,393

Jefferies Group, Inc. (c)

400,000

9,076,000

 

36,706,235

Commercial Banks - 3.2%

HDFC Bank Ltd.

84,785

4,722,886

Huntington Bancshares, Inc.

1,197,600

6,790,392

Oriental Financial Group, Inc.

114,618

1,524,419

PNC Financial Services Group, Inc.

81,400

4,225,474

Regions Financial Corp.

1,570,300

11,416,081

SunTrust Banks, Inc.

440,000

11,365,200

 

Shares

Value

SVB Financial Group (a)

170,000

$ 7,194,400

Wells Fargo & Co.

1,769,050

44,456,227

 

91,695,079

Consumer Finance - 0.3%

Capital One Financial Corp.

100,000

3,955,000

Cardtronics, Inc. (a)

240,500

3,710,915

 

7,665,915

Diversified Financial Services - 4.1%

Bank of America Corp.

1,154,200

15,131,562

Citigroup, Inc. (a)

8,395,000

32,740,500

JPMorgan Chase & Co.

1,361,100

51,817,077

Moody's Corp.

200,000

4,996,000

NBH Holdings Corp. Class A (a)(d)

146,800

2,862,600

PICO Holdings, Inc. (a)

268,989

8,032,012

 

115,579,751

Insurance - 3.6%

Alterra Capital Holdings Ltd.

191,736

3,819,381

Berkshire Hathaway, Inc. Class A (a)

66

8,217,000

Genworth Financial, Inc. Class A (a)

1,000,000

12,220,000

Lincoln National Corp.

383,400

9,170,928

Loews Corp.

253,700

9,615,230

MetLife, Inc.

470,000

18,071,500

Phoenix Group Holdings

2,622,677

28,222,647

Phoenix Group Holdings (Reg. S)

450,000

3,873,947

Platinum Underwriters Holdings Ltd.

98,167

4,272,228

Protective Life Corp.

146,200

3,181,312

Unum Group

73,300

1,623,595

 

102,287,768

Real Estate Investment Trusts - 1.2%

CBL & Associates Properties, Inc.

1,044,258

13,638,009

Hersha Hospitality Trust

1,668,686

8,643,793

Sunstone Hotel Investors, Inc. (a)

445,000

4,036,150

Vornado Realty Trust

100,362

8,583,962

 

34,901,914

Real Estate Management & Development - 1.8%

CB Richard Ellis Group, Inc. Class A (a)

1,057,400

19,329,272

Iguatemi Empresa de Shopping Centers SA

344,300

7,688,381

Jones Lang LaSalle, Inc.

245,700

21,196,539

Unite Group PLC (a)

756,222

2,613,571

 

50,827,763

TOTAL FINANCIALS

439,664,425

HEALTH CARE - 5.8%

Biotechnology - 0.7%

Alexion Pharmaceuticals, Inc. (a)

57,556

3,704,304

Amgen, Inc. (a)

200,000

11,022,000

AVEO Pharmaceuticals, Inc.

66,400

739,696

ImmunoGen, Inc. (a)

99,600

624,492

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Micromet, Inc. (a)

394,692

$ 2,652,330

ZIOPHARM Oncology, Inc. (a)

300,000

1,125,000

 

19,867,822

Health Care Equipment & Supplies - 1.3%

C. R. Bard, Inc.

135,000

10,993,050

Cooper Companies, Inc.

280,000

12,941,600

Covidien PLC

150,600

6,052,614

Hospira, Inc. (a)

54,300

3,095,643

Symmetry Medical, Inc. (a)

250,000

2,410,000

 

35,492,907

Health Care Providers & Services - 2.0%

Emergency Medical Services Corp.
Class A (a)

107,300

5,713,725

Express Scripts, Inc. (a)

378,072

18,412,106

Hanger Orthopedic Group, Inc. (a)

1,122,172

16,316,381

Humana, Inc. (a)

37,000

1,858,880

Medco Health Solutions, Inc. (a)

245,600

12,785,936

UnitedHealth Group, Inc.

80,900

2,840,399

 

57,927,427

Life Sciences Tools & Services - 0.2%

Life Technologies Corp. (a)

120,000

5,602,800

Pharmaceuticals - 1.6%

Allergan, Inc.

206,200

13,718,486

GlaxoSmithKline PLC sponsored ADR

100,000

3,952,000

Pfizer, Inc.

200,000

3,434,000

PT Kalbe Farma Tbk

5,000,000

1,428,574

Shire PLC sponsored ADR

60,000

4,036,800

Valeant Pharmaceuticals International, Inc.

748,090

18,870,411

 

45,440,271

TOTAL HEALTH CARE

164,331,227

INDUSTRIALS - 14.7%

Aerospace & Defense - 4.6%

Esterline Technologies Corp. (a)

325,000

18,599,750

Goodrich Corp.

105,000

7,741,650

Honeywell International, Inc.

599,567

26,344,974

Precision Castparts Corp.

140,700

17,918,145

Raytheon Co.

186,137

8,508,322

The Boeing Co.

320,000

21,292,800

United Technologies Corp.

415,200

29,574,696

 

129,980,337

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

200,000

13,338,000

 

Shares

Value

Building Products - 0.4%

Armstrong World Industries, Inc. (a)

100,000

$ 4,151,000

Owens Corning (a)

266,900

6,840,647

 

10,991,647

Commercial Services & Supplies - 0.4%

Republic Services, Inc.

100,000

3,049,000

United Stationers, Inc. (a)

180,700

9,669,257

 

12,718,257

Construction & Engineering - 0.9%

Fluor Corp.

286,400

14,185,392

Furmanite Corp. (a)

1,000,000

4,880,000

Jacobs Engineering Group, Inc. (a)

103,500

4,005,450

Orion Marine Group, Inc. (a)

179,300

2,225,113

 

25,295,955

Electrical Equipment - 0.4%

Deswell Industries, Inc.

14,000

41,020

Fushi Copperweld, Inc. (a)

203,500

1,768,415

Regal-Beloit Corp.

172,667

10,133,826

 

11,943,261

Industrial Conglomerates - 1.2%

3M Co.

130,000

11,272,300

Carlisle Companies, Inc.

310,000

9,284,500

General Electric Co.

200,000

3,250,000

Textron, Inc.

489,000

10,053,840

 

33,860,640

Machinery - 2.4%

Bucyrus International, Inc. Class A

279,500

19,383,325

Caterpillar, Inc.

269,500

21,204,260

Commercial Vehicle Group, Inc. (a)

383,176

3,900,732

Cummins, Inc.

30,000

2,717,400

Hardinge, Inc.

533,240

4,084,618

Ingersoll-Rand Co. Ltd.

230,000

8,213,300

Navistar International Corp. (a)

39,410

1,719,852

Pall Corp.

100,000

4,164,000

Wabash National Corp. (a)

270,000

2,184,300

 

67,571,787

Marine - 0.0%

Navios Maritime Acquisition Corp. (a)

11,800

64,782

Road & Rail - 2.9%

Arkansas Best Corp.

200,000

4,846,000

CSX Corp.

383,400

21,209,688

Norfolk Southern Corp.

488,900

29,094,439

Union Pacific Corp.

317,600

25,979,680

 

81,129,807

Trading Companies & Distributors - 1.0%

Finning International, Inc.

500,000

11,625,759

Interline Brands, Inc. (a)

335,008

6,043,544

WESCO International, Inc. (a)

285,000

11,197,650

 

28,866,953

TOTAL INDUSTRIALS

415,761,426

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 17.8%

Communications Equipment - 2.4%

Cisco Systems, Inc. (a)

1,460,300

$ 31,980,570

DG FastChannel, Inc. (a)

300,000

6,525,000

DragonWave, Inc. (a)(c)

258,600

1,824,968

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

2,502,200

27,449,134

 

67,779,672

Computers & Peripherals - 4.9%

Apple, Inc. (a)

299,300

84,926,379

Hewlett-Packard Co.

1,158,300

48,729,681

Isilon Systems, Inc. (a)

99,200

2,210,176

SanDisk Corp. (a)

100,000

3,665,000

 

139,531,236

Electronic Equipment & Components - 1.0%

Corning, Inc.

600,000

10,968,000

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,240,000

8,435,897

Jabil Circuit, Inc.

200,000

2,882,000

SYNNEX Corp. (a)

162,900

4,584,006

Vishay Precision Group, Inc. (a)

100,000

1,561,000

 

28,430,903

Internet Software & Services - 3.8%

Akamai Technologies, Inc. (a)

47,400

2,378,532

Baidu.com, Inc. sponsored ADR (a)

267,500

27,450,850

eBay, Inc. (a)

320,000

7,808,000

Equinix, Inc. (a)

7,500

767,625

Google, Inc. Class A (a)

50,000

26,289,500

Open Text Corp. (a)

301,600

14,233,468

Rackspace Hosting, Inc. (a)

250,000

6,495,000

Sina Corp. (a)

205,000

10,368,900

Support.com, Inc. (a)

600,000

2,748,000

Tencent Holdings Ltd.

439,700

9,611,177

 

108,151,052

IT Services - 1.2%

Acxiom Corp. (a)

690,000

10,943,400

Alliance Data Systems Corp. (a)(c)

106,250

6,933,875

Convergys Corp. (a)

250,000

2,612,500

Fidelity National Information Services, Inc.

470,000

12,751,100

 

33,240,875

Semiconductors & Semiconductor Equipment - 1.9%

ARM Holdings PLC

3,500,000

21,774,158

ARM Holdings PLC sponsored ADR (c)

1,100,000

20,636,000

Avago Technologies Ltd. (a)

282,100

6,350,071

KLA-Tencor Corp.

100,000

3,523,000

 

52,283,229

Software - 2.6%

Autodesk, Inc. (a)

350,000

11,189,500

BMC Software, Inc. (a)

277,200

11,221,056

 

Shares

Value

ChinaCache International Holdings Ltd. sponsored ADR (a)

6,100

$ 84,790

Citrix Systems, Inc. (a)

246,900

16,848,456

CommVault Systems, Inc. (a)

90,000

2,342,700

Informatica Corp. (a)

13,558

520,763

Longtop Financial Technologies Ltd. ADR (a)

85,101

3,348,724

MICROS Systems, Inc. (a)

300,000

12,699,000

Solera Holdings, Inc.

265,000

11,702,400

Taleo Corp. Class A (a)

114,200

3,310,658

 

73,268,047

TOTAL INFORMATION TECHNOLOGY

502,685,014

MATERIALS - 11.6%

Chemicals - 2.5%

Ashland, Inc.

155,000

7,559,350

CF Industries Holdings, Inc.

55,000

5,252,500

Dow Chemical Co.

109,100

2,995,886

Grasim Industries Ltd.

187

9,676

Huntsman Corp.

500,000

5,780,000

LyondellBasell Industries NV:

Class A (a)

568,836

13,595,180

Class B (a)

520,812

12,421,366

Neo Material Technologies, Inc. (a)

2,730,600

13,059,103

The Mosaic Co.

159,893

9,395,313

 

70,068,374

Containers & Packaging - 0.5%

Boise, Inc. (a)

1,425,000

9,248,250

Owens-Illinois, Inc. (a)

220,000

6,173,200

 

15,421,450

Metals & Mining - 8.5%

Agnico-Eagle Mines Ltd. (Canada)

363,500

25,846,926

Barrick Gold Corp.

877,300

40,549,808

Carpenter Technology Corp.

245,300

8,269,063

Compass Minerals International, Inc.

110,000

8,428,200

Endeavour Silver Corp. (a)

492,100

1,994,709

First Quantum Minerals Ltd.

70,000

5,324,423

Freeport-McMoRan Copper & Gold, Inc.

111,500

9,520,985

International Tower Hill Mines Ltd. (a)(d)

900,000

5,642,770

Kinross Gold Corp.

807,800

15,154,838

Newcrest Mining Ltd.

959,787

36,804,958

Newmont Mining Corp.

627,100

39,388,151

Noranda Income Fund Class A priority units (a)

376,000

1,831,115

Pan American Silver Corp.

453,607

13,422,234

Sabina Gold & Silver Corp. (a)

350,100

1,609,694

Silver Standard Resources, Inc. (a)

628,300

12,553,437

Silver Wheaton Corp. (a)

500,000

13,317,132

 

239,658,443

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Acadian Timber Corp.

610,800

$ 3,669,253

TOTAL MATERIALS

328,817,520

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.7%

Global Crossing Ltd. (a)

106,861

1,374,232

Qwest Communications International, Inc.

2,203,000

13,812,810

Verizon Communications, Inc.

100,000

3,259,000

 

18,446,042

Wireless Telecommunication Services - 0.5%

SOFTBANK CORP.

250,000

8,180,613

Sprint Nextel Corp. (a)

1,587,000

7,347,810

 

15,528,423

TOTAL TELECOMMUNICATION SERVICES

33,974,465

UTILITIES - 0.2%

Multi-Utilities - 0.2%

CMS Energy Corp.

319,422

5,755,984

TOTAL COMMON STOCKS

(Cost $2,495,747,987)

2,828,248,351

Convertible Bonds - 0.1%

 

Principal Amount

 

FINANCIALS - 0.1%

Capital Markets - 0.1%

GLG Partners, Inc. 5% 5/15/14 (d)

$ 1,750,000

 

(Cost $1,750,000)

2,256,275

Money Market Funds - 1.1%

Shares

Value

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(e)
(Cost $29,812,382)

29,812,382

$ 29,812,382

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $2,527,310,369)

2,860,317,008

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(33,183,724)

NET ASSETS - 100%

$ 2,827,133,284

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $20,779,677 or 0.7% of net assets.

(e) Affiliated fund that is 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.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 25,005

Fidelity Securities Lending Cash Central Fund

518,789

Total

$ 543,794

Other Affiliated Issuers

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

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end
of period

Hanger Orthopedic Group, Inc.

$ 25,174,938

$ 632,376

$ 12,381,402

$ -

$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security 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

$ 457,174,294

$ 457,174,294

$ -

$ -

Consumer Staples

171,886,358

171,886,358

-

-

Energy

308,197,638

308,197,638

-

-

Financials

439,664,425

428,204,992

8,596,833

2,862,600

Health Care

164,331,227

164,331,227

-

-

Industrials

415,761,426

415,761,426

-

-

Information Technology

502,685,014

480,826,066

21,858,948

-

Materials

328,817,520

328,807,844

9,676

-

Telecommunication Services

33,974,465

25,793,852

8,180,613

-

Utilities

5,755,984

5,755,984

-

-

Corporate Bonds

2,256,275

-

2,256,275

-

Money Market Funds

29,812,382

29,812,382

-

-

Total Investments in Securities:

$ 2,860,317,008

$ 2,816,552,063

$ 40,902,345

$ 2,862,600

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(73,400)

Cost of Purchases

2,936,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,862,600

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2010

$ (73,400)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America

73.4%

Canada

8.7%

Cayman Islands

5.1%

United Kingdom

1.8%

China

1.7%

Australia

1.3%

Sweden

1.0%

Others (Individually Less Than 1%)

7.0%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $1,046,788,322 of which $652,766,370 and $394,021,952 will expire on September 30, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $28,722,279) - See accompanying schedule:

Unaffiliated issuers (cost $2,497,497,987)

$ 2,830,504,626

 

Fidelity Central Funds (cost $29,812,382)

29,812,382

 

Total Investments (cost $2,527,310,369)

 

$ 2,860,317,008

Foreign currency held at value (cost $35,505)

35,505

Receivable for investments sold

73,188,593

Receivable for fund shares sold

1,236,910

Dividends receivable

3,181,686

Interest receivable

32,813

Distributions receivable from Fidelity Central Funds

15,587

Other receivables

432,449

Total assets

2,938,440,551

 

 

 

Liabilities

Payable to custodian bank

$ 4,306

Payable for investments purchased

61,129,394

Payable for fund shares redeemed

3,179,406

Accrued management fee

1,298,559

Distribution and service plan fees payable

66,055

Notes payable to affiliates

15,449,000

Other affiliated payables

222,003

Other payables and accrued expenses

146,162

Collateral on securities loaned, at value

29,812,382

Total liabilities

111,307,267

 

 

 

Net Assets

$ 2,827,133,284

Net Assets consist of:

 

Paid in capital

$ 3,557,384,613

Undistributed net investment income

9,629,926

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

(1,072,854,889)

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

332,973,634

Net Assets

$ 2,827,133,284

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($2,509,668,977 ÷ 264,138,762 shares)

$ 9.50

 

 

 

Class A:
Net Asset Value
and redemption price per share ($315,289,642 ÷ 34,052,158 shares)

$ 9.26

 

 

 

Maximum offering price per share (100/94.25 of $9.26)

$ 9.82

Class T:
Net Asset Value
and redemption price per share ($759,503 ÷ 82,986 shares)

$ 9.15

 

 

 

Maximum offering price per share (100/96.50 of $9.15)

$ 9.48

Class B:
Net Asset Value
and offering price per share ($367,862 ÷ 40,663 shares) A

$ 9.05

 

 

 

Class C:
Net Asset Value
and offering price per share ($903,603 ÷ 100,192 shares) A

$ 9.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($143,697 ÷ 15,062 shares)

$ 9.54

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 31,771,089

Interest

 

147,101

Income from Fidelity Central Funds

 

543,794

Total income

 

32,461,984

 

 

 

Expenses

Management fee

$ 17,540,822

Transfer agent fees

539,931

Distribution and service plan fees

870,245

Accounting and security lending fees

955,796

Custodian fees and expenses

181,581

Independent trustees' compensation

19,033

Appreciation in deferred trustee compensation account

51

Registration fees

72,906

Audit

72,530

Legal

22,174

Interest

13,019

Miscellaneous

49,005

Total expenses before reductions

20,337,093

Expense reductions

(294,166)

20,042,927

Net investment income (loss)

12,419,057

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $1,940,929)

359,752,896

Other affiliated issuers

2,196,142

 

Foreign currency transactions

(325,548)

Capital gain distributions from Fidelity Central Funds

4,893

Total net realized gain (loss)

 

361,628,383

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,635,811)

(27,800,121)

Assets and liabilities in foreign currencies

(23,127)

Total change in net unrealized appreciation (depreciation)

 

(27,823,248)

Net gain (loss)

333,805,135

Net increase (decrease) in net assets resulting from operations

$ 346,224,192

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,419,057

$ 39,967,942

Net realized gain (loss)

361,628,383

(1,310,140,438)

Change in net unrealized appreciation (depreciation)

(27,823,248)

879,878,800

Net increase (decrease) in net assets resulting from operations

346,224,192

(390,293,696)

Distributions to shareholders from net investment income

(26,780,437)

(37,208,511)

Distributions to shareholders from net realized gain

(1,958,207)

(2,613,165)

Total distributions

(28,738,644)

(39,821,676)

Share transactions - net increase (decrease)

(1,151,405,238)

(76,939,898)

Total increase (decrease) in net assets

(833,919,690)

(507,055,270)

 

 

 

Net Assets

Beginning of period

3,661,052,974

4,168,108,244

End of period (including undistributed net investment income of $9,629,926 and undistributed net investment income of $25,319,163, respectively)

$ 2,827,133,284

$ 3,661,052,974

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.61

$ 9.57

$ 14.37

$ 12.91

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

.09

.08

.12

.14

Net realized and unrealized gain (loss)

  .93

(.95)

(2.86)

2.25

1.18

Total from investment operations

  .97

(.86)

(2.78)

2.37

1.32

Distributions from net investment income

  (.07)

(.09)

(.11)

(.14)

(.13)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.08)

(.10) H

(2.02) G

(.91)

(.32)

Net asset value, end of period

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Total Return A,B

  11.31%

(8.77)%

(22.45)%

19.44%

11.25%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  .61%

.61%

.59%

.60%

.61%

Expenses net of fee waivers, if any

  .61%

.61%

.59%

.60%

.61%

Expenses net of all reductions

  .60%

.60%

.58%

.59%

.57%

Net investment income (loss)

  .44%

1.33%

.64%

.90%

1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

$ 5,034,751

Portfolio turnover rate E

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $2.02 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.39

$ 9.32

$ 14.04

$ 12.64

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .01

.06

.03

.07

.08

Net realized and unrealized gain (loss)

  .90

(.93)

(2.78)

2.19

1.16

Total from investment operations

  .91

(.87)

(2.75)

2.26

1.24

Distributions from net investment income

  (.04)

(.05)

(.06)

(.09)

(.07)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.04) J

(.06) I

(1.97) H

(.86)

(.26)

Net asset value, end of period

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Total Return A,B,C

  10.94%

(9.18)%

(22.73)%

18.90%

10.81%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of fee waivers, if any

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of all reductions

  .97%

1.01%

.97%

.98%

1.02%

Net investment income (loss)

  .07%

.92%

.25%

.51%

.68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 315,290

$ 380,175

$ 379,162

$ 471,593

$ 372,010

Portfolio turnover rate F

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

H Total distributions of $1.97 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.006 per share.

J Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 9.22

$ 13.91

$ 12.57

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

.03

(.02)

.01

.04

Net realized and unrealized gain (loss)

  .90

(.93)

(2.76)

2.19

1.14

Total from investment operations

  .86

(.90)

(2.78)

2.20

1.18

Distributions from net investment income

  -

(.03)

(.01)

(.09)

(.08)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.03) H

(1.91) G

(.86)

(.27)

Net asset value, end of period

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Total Return A,B

  10.37%

(9.65)%

(23.06)%

18.49%

10.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of fee waivers, if any

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of all reductions

  1.46%

1.47%

1.40%

1.42%

1.39%

Net investment income (loss)

  (.43)%

.47%

(.18)%

.07%

.31%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 760

$ 978

$ 1,013

$ 1,063

$ 434

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $1.91 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.03 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 9.15

$ 13.83

$ 12.51

$ 11.64

Income from Investment Operations C

 

 

 

 

 

Net investment income (loss)

  (.08)

- H

(.08)

(.05)

(.03)

Net realized and unrealized gain (loss)

  .90

(.92)

(2.74)

2.18

1.15

Total from investment operations

  .82

(.92)

(2.82)

2.13

1.12

Distributions from net investment income

  -

-

-

(.04)

(.06)

Distributions from net realized gain

  -

-

(1.86)

(.77)

(.19)

Total distributions

  -

-

(1.86) I

(.81)

(.25)

Net asset value, end of period

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Total Return A,B

  9.96%

(10.05)%

(23.45)%

17.92%

9.74%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of fee waivers, if any

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of all reductions

  1.91%

1.93%

1.88%

1.90%

1.91%

Net investment income (loss)

  (.88)%

-% F

(.66)%

(.41)%

(.21)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 368

$ 384

$ 399

$ 466

$ 284

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

I Total distributions of $1.86 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.21

$ 9.16

$ 13.85

$ 12.53

$ 11.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.07)

- G

(.08)

(.05)

(.01)

Net realized and unrealized gain (loss)

  .88

(.92)

(2.73)

2.18

1.15

Total from investment operations

  .81

(.92)

(2.81)

2.13

1.14

Distributions from net investment income

  -

(.02)

-

(.04)

(.06)

Distributions from net realized gain

  -

(.01)

(1.88)

(.77)

(.19)

Total distributions

  -

(.03) I

(1.88) H

(.81)

(.25)

Net asset value, end of period

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Total Return A,B

  9.87%

(10.00)%

(23.39)%

17.87%

9.89%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of fee waivers, if any

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of all reductions

  1.89%

1.92%

1.89%

1.90%

1.82%

Net investment income (loss)

  (.85)%

.01%

(.66)%

(.41)%

(.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 904

$ 1,042

$ 522

$ 458

$ 229

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $1.88 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

I Total distributions of $.03 per share is comprised of distributions from net investment income of $.021 and distributions from net realized gain of $.006 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 9.55

$ 14.33

$ 12.90

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .02

.08

.06

.11

.12

Net realized and unrealized gain (loss)

  .93

(.96)

(2.84)

2.23

1.17

Total from investment operations

  .95

(.88)

(2.78)

2.34

1.29

Distributions from net investment income

  -

(.07)

(.09)

(.14)

(.11)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.08) G

(2.00) F

(.91)

(.30)

Net asset value, end of period

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Total Return A

  11.06%

(8.99)%

(22.48)%

19.20%

11.04%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .87%

.81%

.74%

.74%

.78%

Expenses net of fee waivers, if any

  .87%

.81%

.74%

.74%

.78%

Expenses net of all reductions

  .87%

.79%

.73%

.69%

.74%

Net investment income (loss)

  .17%

1.14%

.50%

.80%

.96%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 144

$ 83

$ 1,720

$ 2,422

$ 114

Portfolio turnover rate D

  62%

152%

283%

200%

184%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

G Total distributions of $.08 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $.006 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Capital Development Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 an independent pricing service 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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

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

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on short term capital gains on securities of certain issuers domiciled in India. The Fund records an estimated deferred tax liability included in Other payables and accrued expenses in the accompanying Statement of Assets & Liabilities for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of at period end.

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 470,425,667

Gross unrealized depreciation

(163,485,595)

Net unrealized appreciation (depreciation)

$ 306,940,072

 

 

Tax Cost

$ 2,553,376,936

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

Undistributed ordinary income

$ 9,707,022

Capital loss carryforward

$ (1,046,788,322)

Net unrealized appreciation (depreciation)

$ 306,907,068

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 28,738,644

$ 39,821,676

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,917,783,894 and $3,061,380,587, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

0%

.25%

$ 853,495

$ 11,473

Class T

.25%

.25%

3,890

20

Class B

.75%

.25%

3,665

2,751

Class C

.75%

.25%

9,195

965

 

 

 

$ 870,245

$ 15,209

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 2,535

Class T

648

Class B*

868

Class C*

238

 

$ 4,289

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 112,643

.00*

Class A

420,224

.12

Class T

2,862

.37

Class B

1,166

.32

Class C

2,709

.29

Institutional Class 

327

.27

 

$ 539,931

 

* Amount represents less than .01%

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70,022 for the period.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 8,287,179

.41%

$ 7,445

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13,262 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $518,789.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $12,850,160. The weighted average interest rate was .62%. The interest expense amounted to $5,574 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $294,166 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 25,105,317

$ 34,977,828

Class A

1,675,120

2,211,312

Class T

-

3,457

Class C

-

2,139

Institutional Class

-

13,775

Total

$ 26,780,437

$ 37,208,511

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders - continued

Distributions to shareholders of each class were as follows: - continued

Years ended September 30,

2010

2009

From net realized gain

 

 

Class O

$ 1,743,448

$ 2,360,189

Class A

214,759

250,450

Class T

-

798

Class C

-

611

Institutional Class

-

1,117

Total

$ 1,958,207

$ 2,613,165

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

41,289,302

22,448,512

$ 373,895,608

$ 158,446,482

Reinvestment of distributions

2,773,030

5,071,181

24,264,054

34,282,205

Shares redeemed

(160,706,664)

(42,079,870)

(1,449,719,075)

(300,445,967)

Net increase (decrease)

(116,644,332)

(14,560,177)

$ (1,051,559,413)

$ (107,717,280)

Class A

 

 

 

 

Shares sold

11,028,541

8,258,131

$ 97,288,817

$ 56,859,926

Reinvestment of distributions

194,226

339,292

1,660,628

2,242,770

Shares redeemed

(22,480,213)

(3,959,271)

(198,261,888)

(27,548,432)

Net increase (decrease)

(11,257,446)

4,638,152

$ (99,312,443)

$ 31,554,264

Class T

 

 

 

 

Shares sold

16,924

68,566

$ 148,983

$ 478,855

Reinvestment of distributions

-

623

-

4,090

Shares redeemed

(51,916)

(61,121)

(452,162)

(411,093)

Net increase (decrease)

(34,992)

8,068

$ (303,179)

$ 71,852

Class B

 

 

 

 

Shares sold

8,327

23,061

$ 72,776

$ 153,649

Shares redeemed

(14,340)

(20,044)

(124,006)

(138,646)

Net increase (decrease)

(6,013)

3,017

$ (51,230)

$ 15,003

Class C

 

 

 

 

Shares sold

8,316

135,123

$ 73,022

$ 875,951

Reinvestment of distributions

-

401

-

2,612

Shares redeemed

(35,106)

(65,549)

(301,614)

(438,818)

Net increase (decrease)

(26,790)

69,975

$ (228,592)

$ 439,745

Institutional Class

 

 

 

 

Shares sold

7,602

38,032

$ 70,191

$ 258,986

Reinvestment of distributions

-

2,061

-

13,910

Shares redeemed

(2,193)

(210,626)

(20,572)

(1,576,378)

Net increase (decrease)

5,409

(170,533)

$ 49,619

$ (1,303,482)

13. 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 Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Capital Development Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Capital Development Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ 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

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

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

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

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Fidelity Advisor Capital Development Fund

fid691701

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the third quartile for all the periods shown. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Capital Development Fund

fid691703

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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 expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan) Inc.
Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA
fid691575

DESIIO-UANN-1110
1.837884.104

Fidelity AdvisorSM

Capital Development Fund -

Class A, Class T, Class B and Class C

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years

Class A (incl. 5.75% sales charge)

4.56%

-0.67%

-1.94%

Class T (incl. 3.50% sales charge) A

6.51%

-0.65%

-1.93%

Class B (incl. contingent deferred sales charge) B

4.96%

-0.73%

-1.82%

Class C (incl. contingent deferred sales charge) C

8.87%

-0.38%

-1.81%

A Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class T's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower.

B Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class B's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class B shares' contingent deferred sales charge included in the past 1 year, past five years, and past 10 years total return figures are 5%, 1%, and 0%, respectively.

C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class C's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class C shares' contingent deferred sales charge included in the past 1 year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in in Fidelity AdvisorSM Capital Development Fund - Class A on September 30, 2000, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

fid691718

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 10.94%, 10.37%, 9.96% and 9.87%, respectively (excluding sales charges), straddling the return of the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Institutional Class shares returned 11.06%, topping the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

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 Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.00

$ 3.06

HypotheticalA

 

$ 1,000.00

$ 1,022.01

$ 3.09

Class A

.96%

 

 

 

Actual

 

$ 1,000.00

$ 998.90

$ 4.81

HypotheticalA

 

$ 1,000.00

$ 1,020.26

$ 4.86

Class T

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 995.60

$ 7.25

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.33

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Class C

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Institutional Class

.87%

 

 

 

Actual

 

$ 1,000.00

$ 999.00

$ 4.36

HypotheticalA

 

$ 1,000.00

$ 1,020.71

$ 4.41

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

3.0

1.0

Exxon Mobil Corp.

2.1

0.0

JPMorgan Chase & Co.

1.8

2.1

Hewlett-Packard Co.

1.7

1.7

Wells Fargo & Co.

1.6

2.1

ARM Holdings PLC

1.6

0.0

Barrick Gold Corp.

1.4

1.0

Newmont Mining Corp.

1.4

0.8

Chevron Corp.

1.3

1.1

Newcrest Mining Ltd.

1.3

0.8

 

17.2

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

17.8

15.0

Consumer Discretionary

16.2

12.8

Financials

15.6

20.6

Industrials

14.7

8.8

Materials

11.6

11.7

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 100.0%

 

fid691559

Stocks 99.6%

 

fid691667

Convertible
Securities 0.1%

 

fid691667

Convertible
Securities 0.1%

 

fid691566

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

 

fid691566

Short-Term
Investments and
Net Other Assets 0.3%

 

* Foreign investments

26.6%

 

** Foreign investments

26.3%

 

Short-term Investments and Net Other Assets are not included in the pie chart.

fid691726

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 100.0%

Shares

Value

CONSUMER DISCRETIONARY - 16.2%

Auto Components - 0.4%

TRW Automotive Holdings Corp. (a)

280,200

$ 11,645,112

Automobiles - 0.3%

Ford Motor Co. (a)

778,500

9,528,840

Diversified Consumer Services - 0.6%

DeVry, Inc.

200,000

9,842,000

Steiner Leisure Ltd. (a)

136,050

5,183,505

Stewart Enterprises, Inc. Class A

425,300

2,292,367

 

17,317,872

Hotels, Restaurants & Leisure - 2.5%

Ctrip.com International Ltd. sponsored ADR (a)

648,816

30,980,964

McDonald's Corp.

100,000

7,451,000

O'Charleys, Inc. (a)

100,000

719,000

Rick's Cabaret International, Inc. (a)

100,000

728,000

Starwood Hotels & Resorts Worldwide, Inc.

120,000

6,306,000

Wyndham Worldwide Corp.

854,390

23,470,093

 

69,655,057

Household Durables - 0.2%

La-Z-Boy, Inc. (a)(c)

400,000

3,376,000

PulteGroup, Inc. (a)

180,500

1,581,180

 

4,957,180

Internet & Catalog Retail - 1.0%

1-800-FLOWERS.com, Inc. Class A (a)

1,000,000

1,890,000

Amazon.com, Inc. (a)

175,100

27,501,206

 

29,391,206

Leisure Equipment & Products - 0.6%

Hasbro, Inc.

358,600

15,961,286

Media - 2.4%

Antena 3 Television SA

400,000

3,299,428

DIRECTV (a)

100,000

4,163,000

Kabel Deutschland Holding AG

382,123

15,160,707

Omnicom Group, Inc.

100,000

3,948,000

The Walt Disney Co.

450,000

14,899,500

Viacom, Inc. Class B (non-vtg.)

254,600

9,213,974

Virgin Media, Inc.

751,566

17,301,049

 

67,985,658

Multiline Retail - 1.2%

Dollarama, Inc.

100,000

2,629,405

Dollarama, Inc. (d)

381,000

10,018,032

Macy's, Inc.

500,000

11,545,000

Maoye International Holdings Ltd.

10,648,000

4,981,601

Target Corp.

100,000

5,344,000

 

34,518,038

Specialty Retail - 3.3%

Ace Hardware Indonesia Tbk PT

488,000

110,723

Belle International Holdings Ltd.

12,528,000

25,156,108

Guess?, Inc.

200,000

8,126,000

Gymboree Corp. (a)(c)

230,000

9,554,200

 

Shares

Value

Hengdeli Holdings Ltd.

9,362,000

$ 4,331,690

Ross Stores, Inc.

367,485

20,072,031

TJX Companies, Inc.

564,000

25,171,320

 

92,522,072

Textiles, Apparel & Luxury Goods - 3.7%

Anta Sports Products Ltd.

1,915,000

4,437,647

Iconix Brand Group, Inc. (a)

499,081

8,733,918

Phillips-Van Heusen Corp.

336,900

20,267,904

Polo Ralph Lauren Corp. Class A

209,500

18,825,670

Steven Madden Ltd. (a)

248,602

10,207,598

VF Corp.

134,753

10,917,688

Warnaco Group, Inc. (a)

447,698

22,890,799

Yue Yuen Industrial (Holdings) Ltd.

2,000,000

7,410,749

 

103,691,973

TOTAL CONSUMER DISCRETIONARY

457,174,294

CONSUMER STAPLES - 6.1%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

450,766

26,518,884

Anheuser-Busch InBev SA NV (strip VVPR) (a)

160,000

654

Constellation Brands, Inc. Class A (sub. vtg.) (a)

755,000

13,355,950

Dr Pepper Snapple Group, Inc.

302,400

10,741,248

 

50,616,736

Food & Staples Retailing - 0.4%

Drogasil SA

185,500

4,731,556

Wal-Mart Stores, Inc.

121,500

6,502,680

 

11,234,236

Food Products - 2.1%

Alliance Grain Traders, Inc. (c)

584,000

16,695,446

BioExx Specialty Proteins Ltd. (a)

1,000,000

2,527,339

Chiquita Brands International, Inc. (a)

100,238

1,327,151

Danone

54,700

3,272,109

Diamond Foods, Inc. (c)

199,300

8,169,307

Dole Food Co., Inc. (c)

318,100

2,910,615

Fresh Del Monte Produce, Inc. (a)

574,545

12,467,627

Ralcorp Holdings, Inc. (a)

147,601

8,631,706

TreeHouse Foods, Inc. (a)

74,000

3,411,400

 

59,412,700

Household Products - 0.3%

Procter & Gamble Co.

150,000

8,995,500

Personal Products - 1.5%

Herbalife Ltd.

448,530

27,068,786

Nu Skin Enterprises, Inc. Class A

505,500

14,558,400

 

41,627,186

TOTAL CONSUMER STAPLES

171,886,358

Common Stocks - continued

Shares

Value

ENERGY - 10.9%

Energy Equipment & Services - 1.3%

Baker Hughes, Inc.

128,834

$ 5,488,328

Nabors Industries Ltd. (a)

475,900

8,594,754

Noble Corp.

505,500

17,080,845

Patterson-UTI Energy, Inc.

220,500

3,766,140

Schlumberger Ltd.

40,000

2,464,400

 

37,394,467

Oil, Gas & Consumable Fuels - 9.6%

Anadarko Petroleum Corp.

136,400

7,781,620

Apache Corp.

160,800

15,719,808

Chevron Corp.

471,400

38,206,970

Cimarex Energy Co.

62,455

4,133,272

ConocoPhillips

141,600

8,132,088

Exxon Mobil Corp.

952,409

58,849,352

Falkland Oil & Gas Ltd. (a)(c)

1,507,598

3,078,869

International Coal Group, Inc. (a)

1,716,700

9,132,844

Marathon Oil Corp.

1,080,900

35,777,790

Massey Energy Co.

302,000

9,368,040

Occidental Petroleum Corp.

330,500

25,878,150

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

374,600

12,294,372

Range Resources Corp.

50,000

1,906,500

SemGroup Corp. Class A (a)

330,000

7,672,500

Southern Union Co.

351,800

8,464,308

Southwestern Energy Co. (a)

316,500

10,583,760

Suncor Energy, Inc.

312,400

10,172,928

Sunoco, Inc.

100,000

3,650,000

 

270,803,171

TOTAL ENERGY

308,197,638

FINANCIALS - 15.5%

Capital Markets - 1.3%

3W Power Holdings SA (a)

1,155,600

6,207,647

3W Power Holdings SA warrants 9/1/12 (a)

1,105,000

301,311

Ameriprise Financial, Inc.

250,000

11,832,500

Evercore Partners, Inc. Class A

80,800

2,311,688

GLG Partners, Inc. warrants 12/28/11 (a)

4,170,200

526,696

Janus Capital Group, Inc.

589,077

6,450,393

Jefferies Group, Inc. (c)

400,000

9,076,000

 

36,706,235

Commercial Banks - 3.2%

HDFC Bank Ltd.

84,785

4,722,886

Huntington Bancshares, Inc.

1,197,600

6,790,392

Oriental Financial Group, Inc.

114,618

1,524,419

PNC Financial Services Group, Inc.

81,400

4,225,474

Regions Financial Corp.

1,570,300

11,416,081

SunTrust Banks, Inc.

440,000

11,365,200

 

Shares

Value

SVB Financial Group (a)

170,000

$ 7,194,400

Wells Fargo & Co.

1,769,050

44,456,227

 

91,695,079

Consumer Finance - 0.3%

Capital One Financial Corp.

100,000

3,955,000

Cardtronics, Inc. (a)

240,500

3,710,915

 

7,665,915

Diversified Financial Services - 4.1%

Bank of America Corp.

1,154,200

15,131,562

Citigroup, Inc. (a)

8,395,000

32,740,500

JPMorgan Chase & Co.

1,361,100

51,817,077

Moody's Corp.

200,000

4,996,000

NBH Holdings Corp. Class A (a)(d)

146,800

2,862,600

PICO Holdings, Inc. (a)

268,989

8,032,012

 

115,579,751

Insurance - 3.6%

Alterra Capital Holdings Ltd.

191,736

3,819,381

Berkshire Hathaway, Inc. Class A (a)

66

8,217,000

Genworth Financial, Inc. Class A (a)

1,000,000

12,220,000

Lincoln National Corp.

383,400

9,170,928

Loews Corp.

253,700

9,615,230

MetLife, Inc.

470,000

18,071,500

Phoenix Group Holdings

2,622,677

28,222,647

Phoenix Group Holdings (Reg. S)

450,000

3,873,947

Platinum Underwriters Holdings Ltd.

98,167

4,272,228

Protective Life Corp.

146,200

3,181,312

Unum Group

73,300

1,623,595

 

102,287,768

Real Estate Investment Trusts - 1.2%

CBL & Associates Properties, Inc.

1,044,258

13,638,009

Hersha Hospitality Trust

1,668,686

8,643,793

Sunstone Hotel Investors, Inc. (a)

445,000

4,036,150

Vornado Realty Trust

100,362

8,583,962

 

34,901,914

Real Estate Management & Development - 1.8%

CB Richard Ellis Group, Inc. Class A (a)

1,057,400

19,329,272

Iguatemi Empresa de Shopping Centers SA

344,300

7,688,381

Jones Lang LaSalle, Inc.

245,700

21,196,539

Unite Group PLC (a)

756,222

2,613,571

 

50,827,763

TOTAL FINANCIALS

439,664,425

HEALTH CARE - 5.8%

Biotechnology - 0.7%

Alexion Pharmaceuticals, Inc. (a)

57,556

3,704,304

Amgen, Inc. (a)

200,000

11,022,000

AVEO Pharmaceuticals, Inc.

66,400

739,696

ImmunoGen, Inc. (a)

99,600

624,492

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Micromet, Inc. (a)

394,692

$ 2,652,330

ZIOPHARM Oncology, Inc. (a)

300,000

1,125,000

 

19,867,822

Health Care Equipment & Supplies - 1.3%

C. R. Bard, Inc.

135,000

10,993,050

Cooper Companies, Inc.

280,000

12,941,600

Covidien PLC

150,600

6,052,614

Hospira, Inc. (a)

54,300

3,095,643

Symmetry Medical, Inc. (a)

250,000

2,410,000

 

35,492,907

Health Care Providers & Services - 2.0%

Emergency Medical Services Corp.
Class A (a)

107,300

5,713,725

Express Scripts, Inc. (a)

378,072

18,412,106

Hanger Orthopedic Group, Inc. (a)

1,122,172

16,316,381

Humana, Inc. (a)

37,000

1,858,880

Medco Health Solutions, Inc. (a)

245,600

12,785,936

UnitedHealth Group, Inc.

80,900

2,840,399

 

57,927,427

Life Sciences Tools & Services - 0.2%

Life Technologies Corp. (a)

120,000

5,602,800

Pharmaceuticals - 1.6%

Allergan, Inc.

206,200

13,718,486

GlaxoSmithKline PLC sponsored ADR

100,000

3,952,000

Pfizer, Inc.

200,000

3,434,000

PT Kalbe Farma Tbk

5,000,000

1,428,574

Shire PLC sponsored ADR

60,000

4,036,800

Valeant Pharmaceuticals International, Inc.

748,090

18,870,411

 

45,440,271

TOTAL HEALTH CARE

164,331,227

INDUSTRIALS - 14.7%

Aerospace & Defense - 4.6%

Esterline Technologies Corp. (a)

325,000

18,599,750

Goodrich Corp.

105,000

7,741,650

Honeywell International, Inc.

599,567

26,344,974

Precision Castparts Corp.

140,700

17,918,145

Raytheon Co.

186,137

8,508,322

The Boeing Co.

320,000

21,292,800

United Technologies Corp.

415,200

29,574,696

 

129,980,337

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

200,000

13,338,000

 

Shares

Value

Building Products - 0.4%

Armstrong World Industries, Inc. (a)

100,000

$ 4,151,000

Owens Corning (a)

266,900

6,840,647

 

10,991,647

Commercial Services & Supplies - 0.4%

Republic Services, Inc.

100,000

3,049,000

United Stationers, Inc. (a)

180,700

9,669,257

 

12,718,257

Construction & Engineering - 0.9%

Fluor Corp.

286,400

14,185,392

Furmanite Corp. (a)

1,000,000

4,880,000

Jacobs Engineering Group, Inc. (a)

103,500

4,005,450

Orion Marine Group, Inc. (a)

179,300

2,225,113

 

25,295,955

Electrical Equipment - 0.4%

Deswell Industries, Inc.

14,000

41,020

Fushi Copperweld, Inc. (a)

203,500

1,768,415

Regal-Beloit Corp.

172,667

10,133,826

 

11,943,261

Industrial Conglomerates - 1.2%

3M Co.

130,000

11,272,300

Carlisle Companies, Inc.

310,000

9,284,500

General Electric Co.

200,000

3,250,000

Textron, Inc.

489,000

10,053,840

 

33,860,640

Machinery - 2.4%

Bucyrus International, Inc. Class A

279,500

19,383,325

Caterpillar, Inc.

269,500

21,204,260

Commercial Vehicle Group, Inc. (a)

383,176

3,900,732

Cummins, Inc.

30,000

2,717,400

Hardinge, Inc.

533,240

4,084,618

Ingersoll-Rand Co. Ltd.

230,000

8,213,300

Navistar International Corp. (a)

39,410

1,719,852

Pall Corp.

100,000

4,164,000

Wabash National Corp. (a)

270,000

2,184,300

 

67,571,787

Marine - 0.0%

Navios Maritime Acquisition Corp. (a)

11,800

64,782

Road & Rail - 2.9%

Arkansas Best Corp.

200,000

4,846,000

CSX Corp.

383,400

21,209,688

Norfolk Southern Corp.

488,900

29,094,439

Union Pacific Corp.

317,600

25,979,680

 

81,129,807

Trading Companies & Distributors - 1.0%

Finning International, Inc.

500,000

11,625,759

Interline Brands, Inc. (a)

335,008

6,043,544

WESCO International, Inc. (a)

285,000

11,197,650

 

28,866,953

TOTAL INDUSTRIALS

415,761,426

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 17.8%

Communications Equipment - 2.4%

Cisco Systems, Inc. (a)

1,460,300

$ 31,980,570

DG FastChannel, Inc. (a)

300,000

6,525,000

DragonWave, Inc. (a)(c)

258,600

1,824,968

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

2,502,200

27,449,134

 

67,779,672

Computers & Peripherals - 4.9%

Apple, Inc. (a)

299,300

84,926,379

Hewlett-Packard Co.

1,158,300

48,729,681

Isilon Systems, Inc. (a)

99,200

2,210,176

SanDisk Corp. (a)

100,000

3,665,000

 

139,531,236

Electronic Equipment & Components - 1.0%

Corning, Inc.

600,000

10,968,000

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,240,000

8,435,897

Jabil Circuit, Inc.

200,000

2,882,000

SYNNEX Corp. (a)

162,900

4,584,006

Vishay Precision Group, Inc. (a)

100,000

1,561,000

 

28,430,903

Internet Software & Services - 3.8%

Akamai Technologies, Inc. (a)

47,400

2,378,532

Baidu.com, Inc. sponsored ADR (a)

267,500

27,450,850

eBay, Inc. (a)

320,000

7,808,000

Equinix, Inc. (a)

7,500

767,625

Google, Inc. Class A (a)

50,000

26,289,500

Open Text Corp. (a)

301,600

14,233,468

Rackspace Hosting, Inc. (a)

250,000

6,495,000

Sina Corp. (a)

205,000

10,368,900

Support.com, Inc. (a)

600,000

2,748,000

Tencent Holdings Ltd.

439,700

9,611,177

 

108,151,052

IT Services - 1.2%

Acxiom Corp. (a)

690,000

10,943,400

Alliance Data Systems Corp. (a)(c)

106,250

6,933,875

Convergys Corp. (a)

250,000

2,612,500

Fidelity National Information Services, Inc.

470,000

12,751,100

 

33,240,875

Semiconductors & Semiconductor Equipment - 1.9%

ARM Holdings PLC

3,500,000

21,774,158

ARM Holdings PLC sponsored ADR (c)

1,100,000

20,636,000

Avago Technologies Ltd. (a)

282,100

6,350,071

KLA-Tencor Corp.

100,000

3,523,000

 

52,283,229

Software - 2.6%

Autodesk, Inc. (a)

350,000

11,189,500

BMC Software, Inc. (a)

277,200

11,221,056

 

Shares

Value

ChinaCache International Holdings Ltd. sponsored ADR (a)

6,100

$ 84,790

Citrix Systems, Inc. (a)

246,900

16,848,456

CommVault Systems, Inc. (a)

90,000

2,342,700

Informatica Corp. (a)

13,558

520,763

Longtop Financial Technologies Ltd. ADR (a)

85,101

3,348,724

MICROS Systems, Inc. (a)

300,000

12,699,000

Solera Holdings, Inc.

265,000

11,702,400

Taleo Corp. Class A (a)

114,200

3,310,658

 

73,268,047

TOTAL INFORMATION TECHNOLOGY

502,685,014

MATERIALS - 11.6%

Chemicals - 2.5%

Ashland, Inc.

155,000

7,559,350

CF Industries Holdings, Inc.

55,000

5,252,500

Dow Chemical Co.

109,100

2,995,886

Grasim Industries Ltd.

187

9,676

Huntsman Corp.

500,000

5,780,000

LyondellBasell Industries NV:

Class A (a)

568,836

13,595,180

Class B (a)

520,812

12,421,366

Neo Material Technologies, Inc. (a)

2,730,600

13,059,103

The Mosaic Co.

159,893

9,395,313

 

70,068,374

Containers & Packaging - 0.5%

Boise, Inc. (a)

1,425,000

9,248,250

Owens-Illinois, Inc. (a)

220,000

6,173,200

 

15,421,450

Metals & Mining - 8.5%

Agnico-Eagle Mines Ltd. (Canada)

363,500

25,846,926

Barrick Gold Corp.

877,300

40,549,808

Carpenter Technology Corp.

245,300

8,269,063

Compass Minerals International, Inc.

110,000

8,428,200

Endeavour Silver Corp. (a)

492,100

1,994,709

First Quantum Minerals Ltd.

70,000

5,324,423

Freeport-McMoRan Copper & Gold, Inc.

111,500

9,520,985

International Tower Hill Mines Ltd. (a)(d)

900,000

5,642,770

Kinross Gold Corp.

807,800

15,154,838

Newcrest Mining Ltd.

959,787

36,804,958

Newmont Mining Corp.

627,100

39,388,151

Noranda Income Fund Class A priority units (a)

376,000

1,831,115

Pan American Silver Corp.

453,607

13,422,234

Sabina Gold & Silver Corp. (a)

350,100

1,609,694

Silver Standard Resources, Inc. (a)

628,300

12,553,437

Silver Wheaton Corp. (a)

500,000

13,317,132

 

239,658,443

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Acadian Timber Corp.

610,800

$ 3,669,253

TOTAL MATERIALS

328,817,520

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.7%

Global Crossing Ltd. (a)

106,861

1,374,232

Qwest Communications International, Inc.

2,203,000

13,812,810

Verizon Communications, Inc.

100,000

3,259,000

 

18,446,042

Wireless Telecommunication Services - 0.5%

SOFTBANK CORP.

250,000

8,180,613

Sprint Nextel Corp. (a)

1,587,000

7,347,810

 

15,528,423

TOTAL TELECOMMUNICATION SERVICES

33,974,465

UTILITIES - 0.2%

Multi-Utilities - 0.2%

CMS Energy Corp.

319,422

5,755,984

TOTAL COMMON STOCKS

(Cost $2,495,747,987)

2,828,248,351

Convertible Bonds - 0.1%

 

Principal Amount

 

FINANCIALS - 0.1%

Capital Markets - 0.1%

GLG Partners, Inc. 5% 5/15/14 (d)

$ 1,750,000

 

(Cost $1,750,000)

2,256,275

Money Market Funds - 1.1%

Shares

Value

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(e)
(Cost $29,812,382)

29,812,382

$ 29,812,382

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $2,527,310,369)

2,860,317,008

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(33,183,724)

NET ASSETS - 100%

$ 2,827,133,284

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $20,779,677 or 0.7% of net assets.

(e) Affiliated fund that is 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.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 25,005

Fidelity Securities Lending Cash Central Fund

518,789

Total

$ 543,794

Other Affiliated Issuers

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

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end
of period

Hanger Orthopedic Group, Inc.

$ 25,174,938

$ 632,376

$ 12,381,402

$ -

$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security 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

$ 457,174,294

$ 457,174,294

$ -

$ -

Consumer Staples

171,886,358

171,886,358

-

-

Energy

308,197,638

308,197,638

-

-

Financials

439,664,425

428,204,992

8,596,833

2,862,600

Health Care

164,331,227

164,331,227

-

-

Industrials

415,761,426

415,761,426

-

-

Information Technology

502,685,014

480,826,066

21,858,948

-

Materials

328,817,520

328,807,844

9,676

-

Telecommunication Services

33,974,465

25,793,852

8,180,613

-

Utilities

5,755,984

5,755,984

-

-

Corporate Bonds

2,256,275

-

2,256,275

-

Money Market Funds

29,812,382

29,812,382

-

-

Total Investments in Securities:

$ 2,860,317,008

$ 2,816,552,063

$ 40,902,345

$ 2,862,600

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(73,400)

Cost of Purchases

2,936,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,862,600

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2010

$ (73,400)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America

73.4%

Canada

8.7%

Cayman Islands

5.1%

United Kingdom

1.8%

China

1.7%

Australia

1.3%

Sweden

1.0%

Others (Individually Less Than 1%)

7.0%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $1,046,788,322 of which $652,766,370 and $394,021,952 will expire on September 30, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $28,722,279) - See accompanying schedule:

Unaffiliated issuers (cost $2,497,497,987)

$ 2,830,504,626

 

Fidelity Central Funds (cost $29,812,382)

29,812,382

 

Total Investments (cost $2,527,310,369)

 

$ 2,860,317,008

Foreign currency held at value (cost $35,505)

35,505

Receivable for investments sold

73,188,593

Receivable for fund shares sold

1,236,910

Dividends receivable

3,181,686

Interest receivable

32,813

Distributions receivable from Fidelity Central Funds

15,587

Other receivables

432,449

Total assets

2,938,440,551

 

 

 

Liabilities

Payable to custodian bank

$ 4,306

Payable for investments purchased

61,129,394

Payable for fund shares redeemed

3,179,406

Accrued management fee

1,298,559

Distribution and service plan fees payable

66,055

Notes payable to affiliates

15,449,000

Other affiliated payables

222,003

Other payables and accrued expenses

146,162

Collateral on securities loaned, at value

29,812,382

Total liabilities

111,307,267

 

 

 

Net Assets

$ 2,827,133,284

Net Assets consist of:

 

Paid in capital

$ 3,557,384,613

Undistributed net investment income

9,629,926

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

(1,072,854,889)

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

332,973,634

Net Assets

$ 2,827,133,284

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($2,509,668,977 ÷ 264,138,762 shares)

$ 9.50

 

 

 

Class A:
Net Asset Value
and redemption price per share ($315,289,642 ÷ 34,052,158 shares)

$ 9.26

 

 

 

Maximum offering price per share (100/94.25 of $9.26)

$ 9.82

Class T:
Net Asset Value
and redemption price per share ($759,503 ÷ 82,986 shares)

$ 9.15

 

 

 

Maximum offering price per share (100/96.50 of $9.15)

$ 9.48

Class B:
Net Asset Value
and offering price per share ($367,862 ÷ 40,663 shares) A

$ 9.05

 

 

 

Class C:
Net Asset Value
and offering price per share ($903,603 ÷ 100,192 shares) A

$ 9.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($143,697 ÷ 15,062 shares)

$ 9.54

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 31,771,089

Interest

 

147,101

Income from Fidelity Central Funds

 

543,794

Total income

 

32,461,984

 

 

 

Expenses

Management fee

$ 17,540,822

Transfer agent fees

539,931

Distribution and service plan fees

870,245

Accounting and security lending fees

955,796

Custodian fees and expenses

181,581

Independent trustees' compensation

19,033

Appreciation in deferred trustee compensation account

51

Registration fees

72,906

Audit

72,530

Legal

22,174

Interest

13,019

Miscellaneous

49,005

Total expenses before reductions

20,337,093

Expense reductions

(294,166)

20,042,927

Net investment income (loss)

12,419,057

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $1,940,929)

359,752,896

Other affiliated issuers

2,196,142

 

Foreign currency transactions

(325,548)

Capital gain distributions from Fidelity Central Funds

4,893

Total net realized gain (loss)

 

361,628,383

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,635,811)

(27,800,121)

Assets and liabilities in foreign currencies

(23,127)

Total change in net unrealized appreciation (depreciation)

 

(27,823,248)

Net gain (loss)

333,805,135

Net increase (decrease) in net assets resulting from operations

$ 346,224,192

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,419,057

$ 39,967,942

Net realized gain (loss)

361,628,383

(1,310,140,438)

Change in net unrealized appreciation (depreciation)

(27,823,248)

879,878,800

Net increase (decrease) in net assets resulting from operations

346,224,192

(390,293,696)

Distributions to shareholders from net investment income

(26,780,437)

(37,208,511)

Distributions to shareholders from net realized gain

(1,958,207)

(2,613,165)

Total distributions

(28,738,644)

(39,821,676)

Share transactions - net increase (decrease)

(1,151,405,238)

(76,939,898)

Total increase (decrease) in net assets

(833,919,690)

(507,055,270)

 

 

 

Net Assets

Beginning of period

3,661,052,974

4,168,108,244

End of period (including undistributed net investment income of $9,629,926 and undistributed net investment income of $25,319,163, respectively)

$ 2,827,133,284

$ 3,661,052,974

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.61

$ 9.57

$ 14.37

$ 12.91

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

.09

.08

.12

.14

Net realized and unrealized gain (loss)

  .93

(.95)

(2.86)

2.25

1.18

Total from investment operations

  .97

(.86)

(2.78)

2.37

1.32

Distributions from net investment income

  (.07)

(.09)

(.11)

(.14)

(.13)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.08)

(.10) H

(2.02) G

(.91)

(.32)

Net asset value, end of period

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Total Return A,B

  11.31%

(8.77)%

(22.45)%

19.44%

11.25%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  .61%

.61%

.59%

.60%

.61%

Expenses net of fee waivers, if any

  .61%

.61%

.59%

.60%

.61%

Expenses net of all reductions

  .60%

.60%

.58%

.59%

.57%

Net investment income (loss)

  .44%

1.33%

.64%

.90%

1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

$ 5,034,751

Portfolio turnover rate E

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $2.02 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.39

$ 9.32

$ 14.04

$ 12.64

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .01

.06

.03

.07

.08

Net realized and unrealized gain (loss)

  .90

(.93)

(2.78)

2.19

1.16

Total from investment operations

  .91

(.87)

(2.75)

2.26

1.24

Distributions from net investment income

  (.04)

(.05)

(.06)

(.09)

(.07)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.04) J

(.06) I

(1.97) H

(.86)

(.26)

Net asset value, end of period

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Total Return A,B,C

  10.94%

(9.18)%

(22.73)%

18.90%

10.81%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of fee waivers, if any

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of all reductions

  .97%

1.01%

.97%

.98%

1.02%

Net investment income (loss)

  .07%

.92%

.25%

.51%

.68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 315,290

$ 380,175

$ 379,162

$ 471,593

$ 372,010

Portfolio turnover rate F

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

H Total distributions of $1.97 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.006 per share.

J Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 9.22

$ 13.91

$ 12.57

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

.03

(.02)

.01

.04

Net realized and unrealized gain (loss)

  .90

(.93)

(2.76)

2.19

1.14

Total from investment operations

  .86

(.90)

(2.78)

2.20

1.18

Distributions from net investment income

  -

(.03)

(.01)

(.09)

(.08)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.03) H

(1.91) G

(.86)

(.27)

Net asset value, end of period

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Total Return A,B

  10.37%

(9.65)%

(23.06)%

18.49%

10.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of fee waivers, if any

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of all reductions

  1.46%

1.47%

1.40%

1.42%

1.39%

Net investment income (loss)

  (.43)%

.47%

(.18)%

.07%

.31%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 760

$ 978

$ 1,013

$ 1,063

$ 434

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $1.91 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.03 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 9.15

$ 13.83

$ 12.51

$ 11.64

Income from Investment Operations C

 

 

 

 

 

Net investment income (loss)

  (.08)

- H

(.08)

(.05)

(.03)

Net realized and unrealized gain (loss)

  .90

(.92)

(2.74)

2.18

1.15

Total from investment operations

  .82

(.92)

(2.82)

2.13

1.12

Distributions from net investment income

  -

-

-

(.04)

(.06)

Distributions from net realized gain

  -

-

(1.86)

(.77)

(.19)

Total distributions

  -

-

(1.86) I

(.81)

(.25)

Net asset value, end of period

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Total Return A,B

  9.96%

(10.05)%

(23.45)%

17.92%

9.74%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of fee waivers, if any

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of all reductions

  1.91%

1.93%

1.88%

1.90%

1.91%

Net investment income (loss)

  (.88)%

-% F

(.66)%

(.41)%

(.21)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 368

$ 384

$ 399

$ 466

$ 284

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

I Total distributions of $1.86 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.21

$ 9.16

$ 13.85

$ 12.53

$ 11.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.07)

- G

(.08)

(.05)

(.01)

Net realized and unrealized gain (loss)

  .88

(.92)

(2.73)

2.18

1.15

Total from investment operations

  .81

(.92)

(2.81)

2.13

1.14

Distributions from net investment income

  -

(.02)

-

(.04)

(.06)

Distributions from net realized gain

  -

(.01)

(1.88)

(.77)

(.19)

Total distributions

  -

(.03) I

(1.88) H

(.81)

(.25)

Net asset value, end of period

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Total Return A,B

  9.87%

(10.00)%

(23.39)%

17.87%

9.89%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of fee waivers, if any

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of all reductions

  1.89%

1.92%

1.89%

1.90%

1.82%

Net investment income (loss)

  (.85)%

.01%

(.66)%

(.41)%

(.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 904

$ 1,042

$ 522

$ 458

$ 229

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $1.88 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

I Total distributions of $.03 per share is comprised of distributions from net investment income of $.021 and distributions from net realized gain of $.006 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 9.55

$ 14.33

$ 12.90

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .02

.08

.06

.11

.12

Net realized and unrealized gain (loss)

  .93

(.96)

(2.84)

2.23

1.17

Total from investment operations

  .95

(.88)

(2.78)

2.34

1.29

Distributions from net investment income

  -

(.07)

(.09)

(.14)

(.11)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.08) G

(2.00) F

(.91)

(.30)

Net asset value, end of period

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Total Return A

  11.06%

(8.99)%

(22.48)%

19.20%

11.04%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .87%

.81%

.74%

.74%

.78%

Expenses net of fee waivers, if any

  .87%

.81%

.74%

.74%

.78%

Expenses net of all reductions

  .87%

.79%

.73%

.69%

.74%

Net investment income (loss)

  .17%

1.14%

.50%

.80%

.96%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 144

$ 83

$ 1,720

$ 2,422

$ 114

Portfolio turnover rate D

  62%

152%

283%

200%

184%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

G Total distributions of $.08 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $.006 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Capital Development Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 an independent pricing service 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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

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

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on short term capital gains on securities of certain issuers domiciled in India. The Fund records an estimated deferred tax liability included in Other payables and accrued expenses in the accompanying Statement of Assets & Liabilities for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of at period end.

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 470,425,667

Gross unrealized depreciation

(163,485,595)

Net unrealized appreciation (depreciation)

$ 306,940,072

 

 

Tax Cost

$ 2,553,376,936

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

Undistributed ordinary income

$ 9,707,022

Capital loss carryforward

$ (1,046,788,322)

Net unrealized appreciation (depreciation)

$ 306,907,068

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 28,738,644

$ 39,821,676

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,917,783,894 and $3,061,380,587, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

0%

.25%

$ 853,495

$ 11,473

Class T

.25%

.25%

3,890

20

Class B

.75%

.25%

3,665

2,751

Class C

.75%

.25%

9,195

965

 

 

 

$ 870,245

$ 15,209

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 2,535

Class T

648

Class B*

868

Class C*

238

 

$ 4,289

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 112,643

.00*

Class A

420,224

.12

Class T

2,862

.37

Class B

1,166

.32

Class C

2,709

.29

Institutional Class 

327

.27

 

$ 539,931

 

* Amount represents less than .01%

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70,022 for the period.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 8,287,179

.41%

$ 7,445

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13,262 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $518,789.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $12,850,160. The weighted average interest rate was .62%. The interest expense amounted to $5,574 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $294,166 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 25,105,317

$ 34,977,828

Class A

1,675,120

2,211,312

Class T

-

3,457

Class C

-

2,139

Institutional Class

-

13,775

Total

$ 26,780,437

$ 37,208,511

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders - continued

Distributions to shareholders of each class were as follows: - continued

Years ended September 30,

2010

2009

From net realized gain

 

 

Class O

$ 1,743,448

$ 2,360,189

Class A

214,759

250,450

Class T

-

798

Class C

-

611

Institutional Class

-

1,117

Total

$ 1,958,207

$ 2,613,165

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

41,289,302

22,448,512

$ 373,895,608

$ 158,446,482

Reinvestment of distributions

2,773,030

5,071,181

24,264,054

34,282,205

Shares redeemed

(160,706,664)

(42,079,870)

(1,449,719,075)

(300,445,967)

Net increase (decrease)

(116,644,332)

(14,560,177)

$ (1,051,559,413)

$ (107,717,280)

Class A

 

 

 

 

Shares sold

11,028,541

8,258,131

$ 97,288,817

$ 56,859,926

Reinvestment of distributions

194,226

339,292

1,660,628

2,242,770

Shares redeemed

(22,480,213)

(3,959,271)

(198,261,888)

(27,548,432)

Net increase (decrease)

(11,257,446)

4,638,152

$ (99,312,443)

$ 31,554,264

Class T

 

 

 

 

Shares sold

16,924

68,566

$ 148,983

$ 478,855

Reinvestment of distributions

-

623

-

4,090

Shares redeemed

(51,916)

(61,121)

(452,162)

(411,093)

Net increase (decrease)

(34,992)

8,068

$ (303,179)

$ 71,852

Class B

 

 

 

 

Shares sold

8,327

23,061

$ 72,776

$ 153,649

Shares redeemed

(14,340)

(20,044)

(124,006)

(138,646)

Net increase (decrease)

(6,013)

3,017

$ (51,230)

$ 15,003

Class C

 

 

 

 

Shares sold

8,316

135,123

$ 73,022

$ 875,951

Reinvestment of distributions

-

401

-

2,612

Shares redeemed

(35,106)

(65,549)

(301,614)

(438,818)

Net increase (decrease)

(26,790)

69,975

$ (228,592)

$ 439,745

Institutional Class

 

 

 

 

Shares sold

7,602

38,032

$ 70,191

$ 258,986

Reinvestment of distributions

-

2,061

-

13,910

Shares redeemed

(2,193)

(210,626)

(20,572)

(1,576,378)

Net increase (decrease)

5,409

(170,533)

$ 49,619

$ (1,303,482)

13. 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 Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Capital Development Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Capital Development Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ 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

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Distributions (Unaudited)

Class A, Class T, Class B and Class C designate 100%, 0%, 0% and 0% of the dividends distributed respectively during fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, Class T, Class B and Class C designate 100%, 0%, 0% and 0% of dividends distributed respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Fidelity Advisor Capital Development Fund

fid691728

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the third quartile for all the periods shown. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Capital Development Fund

fid691730

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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 expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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


Annual Report


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA
fid691575

ADESII-UANN-1110
1.814755.105

Fidelity AdvisorSM

Capital Development Fund -

Institutional Class

Annual Report

September 30, 2010
(2_fidelity_logos) (Registered_Trademark)


Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

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>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Chairman's Message

(photo_of_Edward C. Johnson 3d)

Dear Shareholder:

Equities staged a rally during the third quarter of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remained about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Edward C. Johnson 3d

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 September 30, 2010

Past 1
year

Past 5
years

Past 10
years
A

Institutional Class

11.06%

0.73%

-0.85%

A The initial offering of Institutional Class shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class O, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in in Fidelity AdvisorSM Capital Development Fund - Institutional Class on September 30, 2000. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Institutional Class took place on July 12, 2005. See above for additional information regarding the performance of Institutional Class.

fid691744

Annual Report


Management's Discussion of Fund Performance

Market Recap: Despite heightened volatility, major U.S. stock markets recorded double-digit gains for the year ending September 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks trended upward during the first half of the period amid indications the Great Recession was over. By April, however, lingering high unemployment and heightened concern about the European debt dilemma sent equities falling. Markets regrouped in July, boosted by strong second-quarter earnings, but see-sawed thereafter on mixed economic data. The 12-month period ended with a September surprise, as the large-cap proxy S&P 500® Index rose 8.92%, the largest gain in that month since 1939. For the full 12 months, the S&P 500® rose 10.16%, while the blue-chip-laden Dow Jones Industrial AverageSM added 14.12% and the technology-heavy Nasdaq Composite® Index gained 12.61%. Among market segments, seven of the 10 sectors in the S&P 500 outperformed the broad-market index, while only one group - financials - posted a loss. Stocks of mid- and small-sized companies also did well, with the Russell Midcap® Index gaining 17.54% and Russell 2000® Index adding 13.35%. Looking abroad, debt problems in several European countries held back the gains in developed markets, with the MSCI® EAFE® (Europe, Australasia, Far East) Index rising only 3.36%.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Class A, Class T, Class B and Class C shares returned 10.94%, 10.37%, 9.96% and 9.87%, respectively (excluding sales charges), straddling the return of the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

Comments from Harlan Carere, Portfolio Manager of Fidelity AdvisorSM Capital Development Fund: During the past year, the fund's Institutional Class shares returned 11.06%, topping the S&P 500. Versus the index, stock picking in consumer discretionary and materials aided our results, as did solid picks in the financials sector and an overweighting in the strong-performing real estate segment. Individual contributors included Baidu.com, China's leading Internet search/advertising provider, Hong Kong-based shoe retailer/wholesaler Belle International Holdings and Ctrip.com International, a Chinese online travel firm. Commercial real estate holdings Jones Lang LaSalle, Hersha Hospitality Trust and CB Richard Ellis Group also helped. Underweighting energy major Exxon Mobil and timely ownership of commercial bank Citigroup contributed as well. Conversely, performance was hampered by weak picks in energy, where two Swiss-based offshore drillers, Noble and Transocean, fared poorly. I liquidated our position in Transocean by period end. That said, our largest relative detractor was 3W Power Holdings, a German SPAC, or special-purpose acquisition company. Underweighting computer/consumer electronics maker Apple, automaker Ford Motor and fast-food retailer McDonald's also detracted from results. Many of the stocks I've mentioned were out-of-index holdings.

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 Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds, 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 (April 1, 2010 to September 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 



Annualized
Expense Ratio


Beginning
Account Value
April 1, 2010


Ending
Account Value
September 30, 2010

Expenses Paid
During Period
*
April 1, 2010 to
September 30, 2010

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.00

$ 3.06

HypotheticalA

 

$ 1,000.00

$ 1,022.01

$ 3.09

Class A

.96%

 

 

 

Actual

 

$ 1,000.00

$ 998.90

$ 4.81

HypotheticalA

 

$ 1,000.00

$ 1,020.26

$ 4.86

Class T

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 995.60

$ 7.25

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.33

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Class C

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 994.50

$ 9.50

HypotheticalA

 

$ 1,000.00

$ 1,015.54

$ 9.60

Institutional Class

.87%

 

 

 

Actual

 

$ 1,000.00

$ 999.00

$ 4.36

HypotheticalA

 

$ 1,000.00

$ 1,020.71

$ 4.41

A 5% return per year before expenses

* 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 September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

3.0

1.0

Exxon Mobil Corp.

2.1

0.0

JPMorgan Chase & Co.

1.8

2.1

Hewlett-Packard Co.

1.7

1.7

Wells Fargo & Co.

1.6

2.1

ARM Holdings PLC

1.6

0.0

Barrick Gold Corp.

1.4

1.0

Newmont Mining Corp.

1.4

0.8

Chevron Corp.

1.3

1.1

Newcrest Mining Ltd.

1.3

0.8

 

17.2

Top Five Market Sectors as of September 30, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

17.8

15.0

Consumer Discretionary

16.2

12.8

Financials

15.6

20.6

Industrials

14.7

8.8

Materials

11.6

11.7

Asset Allocation (% of fund's net assets)

As of September 30, 2010*

As of March 31, 2010**

fid691559

Stocks 100.0%

 

fid691559

Stocks 99.6%

 

fid691667

Convertible
Securities 0.1%

 

fid691667

Convertible
Securities 0.1%

 

fid691566

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

 

fid691566

Short-Term
Investments and
Net Other Assets 0.3%

 

* Foreign investments

26.6%

 

** Foreign investments

26.3%

 

Short-term Investments and Net Other Assets are not included in the pie chart.

fid691752

Annual Report


Investments September 30, 2010

Showing Percentage of Net Assets

Common Stocks - 100.0%

Shares

Value

CONSUMER DISCRETIONARY - 16.2%

Auto Components - 0.4%

TRW Automotive Holdings Corp. (a)

280,200

$ 11,645,112

Automobiles - 0.3%

Ford Motor Co. (a)

778,500

9,528,840

Diversified Consumer Services - 0.6%

DeVry, Inc.

200,000

9,842,000

Steiner Leisure Ltd. (a)

136,050

5,183,505

Stewart Enterprises, Inc. Class A

425,300

2,292,367

 

17,317,872

Hotels, Restaurants & Leisure - 2.5%

Ctrip.com International Ltd. sponsored ADR (a)

648,816

30,980,964

McDonald's Corp.

100,000

7,451,000

O'Charleys, Inc. (a)

100,000

719,000

Rick's Cabaret International, Inc. (a)

100,000

728,000

Starwood Hotels & Resorts Worldwide, Inc.

120,000

6,306,000

Wyndham Worldwide Corp.

854,390

23,470,093

 

69,655,057

Household Durables - 0.2%

La-Z-Boy, Inc. (a)(c)

400,000

3,376,000

PulteGroup, Inc. (a)

180,500

1,581,180

 

4,957,180

Internet & Catalog Retail - 1.0%

1-800-FLOWERS.com, Inc. Class A (a)

1,000,000

1,890,000

Amazon.com, Inc. (a)

175,100

27,501,206

 

29,391,206

Leisure Equipment & Products - 0.6%

Hasbro, Inc.

358,600

15,961,286

Media - 2.4%

Antena 3 Television SA

400,000

3,299,428

DIRECTV (a)

100,000

4,163,000

Kabel Deutschland Holding AG

382,123

15,160,707

Omnicom Group, Inc.

100,000

3,948,000

The Walt Disney Co.

450,000

14,899,500

Viacom, Inc. Class B (non-vtg.)

254,600

9,213,974

Virgin Media, Inc.

751,566

17,301,049

 

67,985,658

Multiline Retail - 1.2%

Dollarama, Inc.

100,000

2,629,405

Dollarama, Inc. (d)

381,000

10,018,032

Macy's, Inc.

500,000

11,545,000

Maoye International Holdings Ltd.

10,648,000

4,981,601

Target Corp.

100,000

5,344,000

 

34,518,038

Specialty Retail - 3.3%

Ace Hardware Indonesia Tbk PT

488,000

110,723

Belle International Holdings Ltd.

12,528,000

25,156,108

Guess?, Inc.

200,000

8,126,000

Gymboree Corp. (a)(c)

230,000

9,554,200

 

Shares

Value

Hengdeli Holdings Ltd.

9,362,000

$ 4,331,690

Ross Stores, Inc.

367,485

20,072,031

TJX Companies, Inc.

564,000

25,171,320

 

92,522,072

Textiles, Apparel & Luxury Goods - 3.7%

Anta Sports Products Ltd.

1,915,000

4,437,647

Iconix Brand Group, Inc. (a)

499,081

8,733,918

Phillips-Van Heusen Corp.

336,900

20,267,904

Polo Ralph Lauren Corp. Class A

209,500

18,825,670

Steven Madden Ltd. (a)

248,602

10,207,598

VF Corp.

134,753

10,917,688

Warnaco Group, Inc. (a)

447,698

22,890,799

Yue Yuen Industrial (Holdings) Ltd.

2,000,000

7,410,749

 

103,691,973

TOTAL CONSUMER DISCRETIONARY

457,174,294

CONSUMER STAPLES - 6.1%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

450,766

26,518,884

Anheuser-Busch InBev SA NV (strip VVPR) (a)

160,000

654

Constellation Brands, Inc. Class A (sub. vtg.) (a)

755,000

13,355,950

Dr Pepper Snapple Group, Inc.

302,400

10,741,248

 

50,616,736

Food & Staples Retailing - 0.4%

Drogasil SA

185,500

4,731,556

Wal-Mart Stores, Inc.

121,500

6,502,680

 

11,234,236

Food Products - 2.1%

Alliance Grain Traders, Inc. (c)

584,000

16,695,446

BioExx Specialty Proteins Ltd. (a)

1,000,000

2,527,339

Chiquita Brands International, Inc. (a)

100,238

1,327,151

Danone

54,700

3,272,109

Diamond Foods, Inc. (c)

199,300

8,169,307

Dole Food Co., Inc. (c)

318,100

2,910,615

Fresh Del Monte Produce, Inc. (a)

574,545

12,467,627

Ralcorp Holdings, Inc. (a)

147,601

8,631,706

TreeHouse Foods, Inc. (a)

74,000

3,411,400

 

59,412,700

Household Products - 0.3%

Procter & Gamble Co.

150,000

8,995,500

Personal Products - 1.5%

Herbalife Ltd.

448,530

27,068,786

Nu Skin Enterprises, Inc. Class A

505,500

14,558,400

 

41,627,186

TOTAL CONSUMER STAPLES

171,886,358

Common Stocks - continued

Shares

Value

ENERGY - 10.9%

Energy Equipment & Services - 1.3%

Baker Hughes, Inc.

128,834

$ 5,488,328

Nabors Industries Ltd. (a)

475,900

8,594,754

Noble Corp.

505,500

17,080,845

Patterson-UTI Energy, Inc.

220,500

3,766,140

Schlumberger Ltd.

40,000

2,464,400

 

37,394,467

Oil, Gas & Consumable Fuels - 9.6%

Anadarko Petroleum Corp.

136,400

7,781,620

Apache Corp.

160,800

15,719,808

Chevron Corp.

471,400

38,206,970

Cimarex Energy Co.

62,455

4,133,272

ConocoPhillips

141,600

8,132,088

Exxon Mobil Corp.

952,409

58,849,352

Falkland Oil & Gas Ltd. (a)(c)

1,507,598

3,078,869

International Coal Group, Inc. (a)

1,716,700

9,132,844

Marathon Oil Corp.

1,080,900

35,777,790

Massey Energy Co.

302,000

9,368,040

Occidental Petroleum Corp.

330,500

25,878,150

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

374,600

12,294,372

Range Resources Corp.

50,000

1,906,500

SemGroup Corp. Class A (a)

330,000

7,672,500

Southern Union Co.

351,800

8,464,308

Southwestern Energy Co. (a)

316,500

10,583,760

Suncor Energy, Inc.

312,400

10,172,928

Sunoco, Inc.

100,000

3,650,000

 

270,803,171

TOTAL ENERGY

308,197,638

FINANCIALS - 15.5%

Capital Markets - 1.3%

3W Power Holdings SA (a)

1,155,600

6,207,647

3W Power Holdings SA warrants 9/1/12 (a)

1,105,000

301,311

Ameriprise Financial, Inc.

250,000

11,832,500

Evercore Partners, Inc. Class A

80,800

2,311,688

GLG Partners, Inc. warrants 12/28/11 (a)

4,170,200

526,696

Janus Capital Group, Inc.

589,077

6,450,393

Jefferies Group, Inc. (c)

400,000

9,076,000

 

36,706,235

Commercial Banks - 3.2%

HDFC Bank Ltd.

84,785

4,722,886

Huntington Bancshares, Inc.

1,197,600

6,790,392

Oriental Financial Group, Inc.

114,618

1,524,419

PNC Financial Services Group, Inc.

81,400

4,225,474

Regions Financial Corp.

1,570,300

11,416,081

SunTrust Banks, Inc.

440,000

11,365,200

 

Shares

Value

SVB Financial Group (a)

170,000

$ 7,194,400

Wells Fargo & Co.

1,769,050

44,456,227

 

91,695,079

Consumer Finance - 0.3%

Capital One Financial Corp.

100,000

3,955,000

Cardtronics, Inc. (a)

240,500

3,710,915

 

7,665,915

Diversified Financial Services - 4.1%

Bank of America Corp.

1,154,200

15,131,562

Citigroup, Inc. (a)

8,395,000

32,740,500

JPMorgan Chase & Co.

1,361,100

51,817,077

Moody's Corp.

200,000

4,996,000

NBH Holdings Corp. Class A (a)(d)

146,800

2,862,600

PICO Holdings, Inc. (a)

268,989

8,032,012

 

115,579,751

Insurance - 3.6%

Alterra Capital Holdings Ltd.

191,736

3,819,381

Berkshire Hathaway, Inc. Class A (a)

66

8,217,000

Genworth Financial, Inc. Class A (a)

1,000,000

12,220,000

Lincoln National Corp.

383,400

9,170,928

Loews Corp.

253,700

9,615,230

MetLife, Inc.

470,000

18,071,500

Phoenix Group Holdings

2,622,677

28,222,647

Phoenix Group Holdings (Reg. S)

450,000

3,873,947

Platinum Underwriters Holdings Ltd.

98,167

4,272,228

Protective Life Corp.

146,200

3,181,312

Unum Group

73,300

1,623,595

 

102,287,768

Real Estate Investment Trusts - 1.2%

CBL & Associates Properties, Inc.

1,044,258

13,638,009

Hersha Hospitality Trust

1,668,686

8,643,793

Sunstone Hotel Investors, Inc. (a)

445,000

4,036,150

Vornado Realty Trust

100,362

8,583,962

 

34,901,914

Real Estate Management & Development - 1.8%

CB Richard Ellis Group, Inc. Class A (a)

1,057,400

19,329,272

Iguatemi Empresa de Shopping Centers SA

344,300

7,688,381

Jones Lang LaSalle, Inc.

245,700

21,196,539

Unite Group PLC (a)

756,222

2,613,571

 

50,827,763

TOTAL FINANCIALS

439,664,425

HEALTH CARE - 5.8%

Biotechnology - 0.7%

Alexion Pharmaceuticals, Inc. (a)

57,556

3,704,304

Amgen, Inc. (a)

200,000

11,022,000

AVEO Pharmaceuticals, Inc.

66,400

739,696

ImmunoGen, Inc. (a)

99,600

624,492

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Micromet, Inc. (a)

394,692

$ 2,652,330

ZIOPHARM Oncology, Inc. (a)

300,000

1,125,000

 

19,867,822

Health Care Equipment & Supplies - 1.3%

C. R. Bard, Inc.

135,000

10,993,050

Cooper Companies, Inc.

280,000

12,941,600

Covidien PLC

150,600

6,052,614

Hospira, Inc. (a)

54,300

3,095,643

Symmetry Medical, Inc. (a)

250,000

2,410,000

 

35,492,907

Health Care Providers & Services - 2.0%

Emergency Medical Services Corp.
Class A (a)

107,300

5,713,725

Express Scripts, Inc. (a)

378,072

18,412,106

Hanger Orthopedic Group, Inc. (a)

1,122,172

16,316,381

Humana, Inc. (a)

37,000

1,858,880

Medco Health Solutions, Inc. (a)

245,600

12,785,936

UnitedHealth Group, Inc.

80,900

2,840,399

 

57,927,427

Life Sciences Tools & Services - 0.2%

Life Technologies Corp. (a)

120,000

5,602,800

Pharmaceuticals - 1.6%

Allergan, Inc.

206,200

13,718,486

GlaxoSmithKline PLC sponsored ADR

100,000

3,952,000

Pfizer, Inc.

200,000

3,434,000

PT Kalbe Farma Tbk

5,000,000

1,428,574

Shire PLC sponsored ADR

60,000

4,036,800

Valeant Pharmaceuticals International, Inc.

748,090

18,870,411

 

45,440,271

TOTAL HEALTH CARE

164,331,227

INDUSTRIALS - 14.7%

Aerospace & Defense - 4.6%

Esterline Technologies Corp. (a)

325,000

18,599,750

Goodrich Corp.

105,000

7,741,650

Honeywell International, Inc.

599,567

26,344,974

Precision Castparts Corp.

140,700

17,918,145

Raytheon Co.

186,137

8,508,322

The Boeing Co.

320,000

21,292,800

United Technologies Corp.

415,200

29,574,696

 

129,980,337

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

200,000

13,338,000

 

Shares

Value

Building Products - 0.4%

Armstrong World Industries, Inc. (a)

100,000

$ 4,151,000

Owens Corning (a)

266,900

6,840,647

 

10,991,647

Commercial Services & Supplies - 0.4%

Republic Services, Inc.

100,000

3,049,000

United Stationers, Inc. (a)

180,700

9,669,257

 

12,718,257

Construction & Engineering - 0.9%

Fluor Corp.

286,400

14,185,392

Furmanite Corp. (a)

1,000,000

4,880,000

Jacobs Engineering Group, Inc. (a)

103,500

4,005,450

Orion Marine Group, Inc. (a)

179,300

2,225,113

 

25,295,955

Electrical Equipment - 0.4%

Deswell Industries, Inc.

14,000

41,020

Fushi Copperweld, Inc. (a)

203,500

1,768,415

Regal-Beloit Corp.

172,667

10,133,826

 

11,943,261

Industrial Conglomerates - 1.2%

3M Co.

130,000

11,272,300

Carlisle Companies, Inc.

310,000

9,284,500

General Electric Co.

200,000

3,250,000

Textron, Inc.

489,000

10,053,840

 

33,860,640

Machinery - 2.4%

Bucyrus International, Inc. Class A

279,500

19,383,325

Caterpillar, Inc.

269,500

21,204,260

Commercial Vehicle Group, Inc. (a)

383,176

3,900,732

Cummins, Inc.

30,000

2,717,400

Hardinge, Inc.

533,240

4,084,618

Ingersoll-Rand Co. Ltd.

230,000

8,213,300

Navistar International Corp. (a)

39,410

1,719,852

Pall Corp.

100,000

4,164,000

Wabash National Corp. (a)

270,000

2,184,300

 

67,571,787

Marine - 0.0%

Navios Maritime Acquisition Corp. (a)

11,800

64,782

Road & Rail - 2.9%

Arkansas Best Corp.

200,000

4,846,000

CSX Corp.

383,400

21,209,688

Norfolk Southern Corp.

488,900

29,094,439

Union Pacific Corp.

317,600

25,979,680

 

81,129,807

Trading Companies & Distributors - 1.0%

Finning International, Inc.

500,000

11,625,759

Interline Brands, Inc. (a)

335,008

6,043,544

WESCO International, Inc. (a)

285,000

11,197,650

 

28,866,953

TOTAL INDUSTRIALS

415,761,426

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 17.8%

Communications Equipment - 2.4%

Cisco Systems, Inc. (a)

1,460,300

$ 31,980,570

DG FastChannel, Inc. (a)

300,000

6,525,000

DragonWave, Inc. (a)(c)

258,600

1,824,968

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

2,502,200

27,449,134

 

67,779,672

Computers & Peripherals - 4.9%

Apple, Inc. (a)

299,300

84,926,379

Hewlett-Packard Co.

1,158,300

48,729,681

Isilon Systems, Inc. (a)

99,200

2,210,176

SanDisk Corp. (a)

100,000

3,665,000

 

139,531,236

Electronic Equipment & Components - 1.0%

Corning, Inc.

600,000

10,968,000

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,240,000

8,435,897

Jabil Circuit, Inc.

200,000

2,882,000

SYNNEX Corp. (a)

162,900

4,584,006

Vishay Precision Group, Inc. (a)

100,000

1,561,000

 

28,430,903

Internet Software & Services - 3.8%

Akamai Technologies, Inc. (a)

47,400

2,378,532

Baidu.com, Inc. sponsored ADR (a)

267,500

27,450,850

eBay, Inc. (a)

320,000

7,808,000

Equinix, Inc. (a)

7,500

767,625

Google, Inc. Class A (a)

50,000

26,289,500

Open Text Corp. (a)

301,600

14,233,468

Rackspace Hosting, Inc. (a)

250,000

6,495,000

Sina Corp. (a)

205,000

10,368,900

Support.com, Inc. (a)

600,000

2,748,000

Tencent Holdings Ltd.

439,700

9,611,177

 

108,151,052

IT Services - 1.2%

Acxiom Corp. (a)

690,000

10,943,400

Alliance Data Systems Corp. (a)(c)

106,250

6,933,875

Convergys Corp. (a)

250,000

2,612,500

Fidelity National Information Services, Inc.

470,000

12,751,100

 

33,240,875

Semiconductors & Semiconductor Equipment - 1.9%

ARM Holdings PLC

3,500,000

21,774,158

ARM Holdings PLC sponsored ADR (c)

1,100,000

20,636,000

Avago Technologies Ltd. (a)

282,100

6,350,071

KLA-Tencor Corp.

100,000

3,523,000

 

52,283,229

Software - 2.6%

Autodesk, Inc. (a)

350,000

11,189,500

BMC Software, Inc. (a)

277,200

11,221,056

 

Shares

Value

ChinaCache International Holdings Ltd. sponsored ADR (a)

6,100

$ 84,790

Citrix Systems, Inc. (a)

246,900

16,848,456

CommVault Systems, Inc. (a)

90,000

2,342,700

Informatica Corp. (a)

13,558

520,763

Longtop Financial Technologies Ltd. ADR (a)

85,101

3,348,724

MICROS Systems, Inc. (a)

300,000

12,699,000

Solera Holdings, Inc.

265,000

11,702,400

Taleo Corp. Class A (a)

114,200

3,310,658

 

73,268,047

TOTAL INFORMATION TECHNOLOGY

502,685,014

MATERIALS - 11.6%

Chemicals - 2.5%

Ashland, Inc.

155,000

7,559,350

CF Industries Holdings, Inc.

55,000

5,252,500

Dow Chemical Co.

109,100

2,995,886

Grasim Industries Ltd.

187

9,676

Huntsman Corp.

500,000

5,780,000

LyondellBasell Industries NV:

Class A (a)

568,836

13,595,180

Class B (a)

520,812

12,421,366

Neo Material Technologies, Inc. (a)

2,730,600

13,059,103

The Mosaic Co.

159,893

9,395,313

 

70,068,374

Containers & Packaging - 0.5%

Boise, Inc. (a)

1,425,000

9,248,250

Owens-Illinois, Inc. (a)

220,000

6,173,200

 

15,421,450

Metals & Mining - 8.5%

Agnico-Eagle Mines Ltd. (Canada)

363,500

25,846,926

Barrick Gold Corp.

877,300

40,549,808

Carpenter Technology Corp.

245,300

8,269,063

Compass Minerals International, Inc.

110,000

8,428,200

Endeavour Silver Corp. (a)

492,100

1,994,709

First Quantum Minerals Ltd.

70,000

5,324,423

Freeport-McMoRan Copper & Gold, Inc.

111,500

9,520,985

International Tower Hill Mines Ltd. (a)(d)

900,000

5,642,770

Kinross Gold Corp.

807,800

15,154,838

Newcrest Mining Ltd.

959,787

36,804,958

Newmont Mining Corp.

627,100

39,388,151

Noranda Income Fund Class A priority units (a)

376,000

1,831,115

Pan American Silver Corp.

453,607

13,422,234

Sabina Gold & Silver Corp. (a)

350,100

1,609,694

Silver Standard Resources, Inc. (a)

628,300

12,553,437

Silver Wheaton Corp. (a)

500,000

13,317,132

 

239,658,443

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Acadian Timber Corp.

610,800

$ 3,669,253

TOTAL MATERIALS

328,817,520

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.7%

Global Crossing Ltd. (a)

106,861

1,374,232

Qwest Communications International, Inc.

2,203,000

13,812,810

Verizon Communications, Inc.

100,000

3,259,000

 

18,446,042

Wireless Telecommunication Services - 0.5%

SOFTBANK CORP.

250,000

8,180,613

Sprint Nextel Corp. (a)

1,587,000

7,347,810

 

15,528,423

TOTAL TELECOMMUNICATION SERVICES

33,974,465

UTILITIES - 0.2%

Multi-Utilities - 0.2%

CMS Energy Corp.

319,422

5,755,984

TOTAL COMMON STOCKS

(Cost $2,495,747,987)

2,828,248,351

Convertible Bonds - 0.1%

 

Principal Amount

 

FINANCIALS - 0.1%

Capital Markets - 0.1%

GLG Partners, Inc. 5% 5/15/14 (d)

$ 1,750,000

 

(Cost $1,750,000)

2,256,275

Money Market Funds - 1.1%

Shares

Value

Fidelity Securities Lending Cash Central Fund, 0.26% (b)(e)
(Cost $29,812,382)

29,812,382

$ 29,812,382

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $2,527,310,369)

2,860,317,008

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(33,183,724)

NET ASSETS - 100%

$ 2,827,133,284

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $20,779,677 or 0.7% of net assets.

(e) Affiliated fund that is 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.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 25,005

Fidelity Securities Lending Cash Central Fund

518,789

Total

$ 543,794

Other Affiliated Issuers

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

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end
of period

Hanger Orthopedic Group, Inc.

$ 25,174,938

$ 632,376

$ 12,381,402

$ -

$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security 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

$ 457,174,294

$ 457,174,294

$ -

$ -

Consumer Staples

171,886,358

171,886,358

-

-

Energy

308,197,638

308,197,638

-

-

Financials

439,664,425

428,204,992

8,596,833

2,862,600

Health Care

164,331,227

164,331,227

-

-

Industrials

415,761,426

415,761,426

-

-

Information Technology

502,685,014

480,826,066

21,858,948

-

Materials

328,817,520

328,807,844

9,676

-

Telecommunication Services

33,974,465

25,793,852

8,180,613

-

Utilities

5,755,984

5,755,984

-

-

Corporate Bonds

2,256,275

-

2,256,275

-

Money Market Funds

29,812,382

29,812,382

-

-

Total Investments in Securities:

$ 2,860,317,008

$ 2,816,552,063

$ 40,902,345

$ 2,862,600

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(73,400)

Cost of Purchases

2,936,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 2,862,600

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2010

$ (73,400)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America

73.4%

Canada

8.7%

Cayman Islands

5.1%

United Kingdom

1.8%

China

1.7%

Australia

1.3%

Sweden

1.0%

Others (Individually Less Than 1%)

7.0%

 

100.0%

Income Tax Information

At September 30, 2010, the Fund had a capital loss carryforward of approximately $1,046,788,322 of which $652,766,370 and $394,021,952 will expire on September 30, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

September 30, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $28,722,279) - See accompanying schedule:

Unaffiliated issuers (cost $2,497,497,987)

$ 2,830,504,626

 

Fidelity Central Funds (cost $29,812,382)

29,812,382

 

Total Investments (cost $2,527,310,369)

 

$ 2,860,317,008

Foreign currency held at value (cost $35,505)

35,505

Receivable for investments sold

73,188,593

Receivable for fund shares sold

1,236,910

Dividends receivable

3,181,686

Interest receivable

32,813

Distributions receivable from Fidelity Central Funds

15,587

Other receivables

432,449

Total assets

2,938,440,551

 

 

 

Liabilities

Payable to custodian bank

$ 4,306

Payable for investments purchased

61,129,394

Payable for fund shares redeemed

3,179,406

Accrued management fee

1,298,559

Distribution and service plan fees payable

66,055

Notes payable to affiliates

15,449,000

Other affiliated payables

222,003

Other payables and accrued expenses

146,162

Collateral on securities loaned, at value

29,812,382

Total liabilities

111,307,267

 

 

 

Net Assets

$ 2,827,133,284

Net Assets consist of:

 

Paid in capital

$ 3,557,384,613

Undistributed net investment income

9,629,926

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

(1,072,854,889)

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

332,973,634

Net Assets

$ 2,827,133,284

Statement of Assets and Liabilities - continued

  

September 30, 2010

 

 

 

Class O:
Net Asset Value
, offering price and redemption price per share ($2,509,668,977 ÷ 264,138,762 shares)

$ 9.50

 

 

 

Class A:
Net Asset Value
and redemption price per share ($315,289,642 ÷ 34,052,158 shares)

$ 9.26

 

 

 

Maximum offering price per share (100/94.25 of $9.26)

$ 9.82

Class T:
Net Asset Value
and redemption price per share ($759,503 ÷ 82,986 shares)

$ 9.15

 

 

 

Maximum offering price per share (100/96.50 of $9.15)

$ 9.48

Class B:
Net Asset Value
and offering price per share ($367,862 ÷ 40,663 shares) A

$ 9.05

 

 

 

Class C:
Net Asset Value
and offering price per share ($903,603 ÷ 100,192 shares) A

$ 9.02

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($143,697 ÷ 15,062 shares)

$ 9.54

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

  

Year ended September 30, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 31,771,089

Interest

 

147,101

Income from Fidelity Central Funds

 

543,794

Total income

 

32,461,984

 

 

 

Expenses

Management fee

$ 17,540,822

Transfer agent fees

539,931

Distribution and service plan fees

870,245

Accounting and security lending fees

955,796

Custodian fees and expenses

181,581

Independent trustees' compensation

19,033

Appreciation in deferred trustee compensation account

51

Registration fees

72,906

Audit

72,530

Legal

22,174

Interest

13,019

Miscellaneous

49,005

Total expenses before reductions

20,337,093

Expense reductions

(294,166)

20,042,927

Net investment income (loss)

12,419,057

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $1,940,929)

359,752,896

Other affiliated issuers

2,196,142

 

Foreign currency transactions

(325,548)

Capital gain distributions from Fidelity Central Funds

4,893

Total net realized gain (loss)

 

361,628,383

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,635,811)

(27,800,121)

Assets and liabilities in foreign currencies

(23,127)

Total change in net unrealized appreciation (depreciation)

 

(27,823,248)

Net gain (loss)

333,805,135

Net increase (decrease) in net assets resulting from operations

$ 346,224,192

Statement of Changes in Net Assets

  

Year ended
September 30,
2010

Year ended
September 30,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,419,057

$ 39,967,942

Net realized gain (loss)

361,628,383

(1,310,140,438)

Change in net unrealized appreciation (depreciation)

(27,823,248)

879,878,800

Net increase (decrease) in net assets resulting from operations

346,224,192

(390,293,696)

Distributions to shareholders from net investment income

(26,780,437)

(37,208,511)

Distributions to shareholders from net realized gain

(1,958,207)

(2,613,165)

Total distributions

(28,738,644)

(39,821,676)

Share transactions - net increase (decrease)

(1,151,405,238)

(76,939,898)

Total increase (decrease) in net assets

(833,919,690)

(507,055,270)

 

 

 

Net Assets

Beginning of period

3,661,052,974

4,168,108,244

End of period (including undistributed net investment income of $9,629,926 and undistributed net investment income of $25,319,163, respectively)

$ 2,827,133,284

$ 3,661,052,974

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

Annual Report

Financial Highlights - Class O

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.61

$ 9.57

$ 14.37

$ 12.91

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

.09

.08

.12

.14

Net realized and unrealized gain (loss)

  .93

(.95)

(2.86)

2.25

1.18

Total from investment operations

  .97

(.86)

(2.78)

2.37

1.32

Distributions from net investment income

  (.07)

(.09)

(.11)

(.14)

(.13)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.08)

(.10) H

(2.02) G

(.91)

(.32)

Net asset value, end of period

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Total Return A,B

  11.31%

(8.77)%

(22.45)%

19.44%

11.25%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  .61%

.61%

.59%

.60%

.61%

Expenses net of fee waivers, if any

  .61%

.61%

.59%

.60%

.61%

Expenses net of all reductions

  .60%

.60%

.58%

.59%

.57%

Net investment income (loss)

  .44%

1.33%

.64%

.90%

1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

$ 5,034,751

Portfolio turnover rate E

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $2.02 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class A

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.39

$ 9.32

$ 14.04

$ 12.64

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .01

.06

.03

.07

.08

Net realized and unrealized gain (loss)

  .90

(.93)

(2.78)

2.19

1.16

Total from investment operations

  .91

(.87)

(2.75)

2.26

1.24

Distributions from net investment income

  (.04)

(.05)

(.06)

(.09)

(.07)

Distributions from net realized gain

  (.01)

(.01)

(1.91)

(.77)

(.19)

Total distributions

  (.04) J

(.06) I

(1.97) H

(.86)

(.26)

Net asset value, end of period

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Total Return A,B,C

  10.94%

(9.18)%

(22.73)%

18.90%

10.81%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of fee waivers, if any

  .98%

1.02%

.99%

.99%

1.06%

Expenses net of all reductions

  .97%

1.01%

.97%

.98%

1.02%

Net investment income (loss)

  .07%

.92%

.25%

.51%

.68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 315,290

$ 380,175

$ 379,162

$ 471,593

$ 372,010

Portfolio turnover rate F

  62%

152%

283%

200%

184%

A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

C Total returns do not include the effect of the sales charges.

D Calculated based on average shares outstanding during the period.

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

H Total distributions of $1.97 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.006 per share.

J Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 9.22

$ 13.91

$ 12.57

$ 11.66

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.04)

.03

(.02)

.01

.04

Net realized and unrealized gain (loss)

  .90

(.93)

(2.76)

2.19

1.14

Total from investment operations

  .86

(.90)

(2.78)

2.20

1.18

Distributions from net investment income

  -

(.03)

(.01)

(.09)

(.08)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.03) H

(1.91) G

(.86)

(.27)

Net asset value, end of period

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Total Return A,B

  10.37%

(9.65)%

(23.06)%

18.49%

10.31%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of fee waivers, if any

  1.47%

1.48%

1.42%

1.43%

1.43%

Expenses net of all reductions

  1.46%

1.47%

1.40%

1.42%

1.39%

Net investment income (loss)

  (.43)%

.47%

(.18)%

.07%

.31%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 760

$ 978

$ 1,013

$ 1,063

$ 434

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

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

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

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

G Total distributions of $1.91 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

H Total distributions of $.03 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $.006 per share.

Financial Highlights - Class B

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.23

$ 9.15

$ 13.83

$ 12.51

$ 11.64

Income from Investment Operations C

 

 

 

 

 

Net investment income (loss)

  (.08)

- H

(.08)

(.05)

(.03)

Net realized and unrealized gain (loss)

  .90

(.92)

(2.74)

2.18

1.15

Total from investment operations

  .82

(.92)

(2.82)

2.13

1.12

Distributions from net investment income

  -

-

-

(.04)

(.06)

Distributions from net realized gain

  -

-

(1.86)

(.77)

(.19)

Total distributions

  -

-

(1.86) I

(.81)

(.25)

Net asset value, end of period

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Total Return A,B

  9.96%

(10.05)%

(23.45)%

17.92%

9.74%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of fee waivers, if any

  1.92%

1.94%

1.90%

1.91%

1.95%

Expenses net of all reductions

  1.91%

1.93%

1.88%

1.90%

1.91%

Net investment income (loss)

  (.88)%

-% F

(.66)%

(.41)%

(.21)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 368

$ 384

$ 399

$ 466

$ 284

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

F Amount represents less than .01%.

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

H Amount represents less than $.01 per share.

I Total distributions of $1.86 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Annual Report

Financial Highlights - Class C

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.21

$ 9.16

$ 13.85

$ 12.53

$ 11.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.07)

- G

(.08)

(.05)

(.01)

Net realized and unrealized gain (loss)

  .88

(.92)

(2.73)

2.18

1.15

Total from investment operations

  .81

(.92)

(2.81)

2.13

1.14

Distributions from net investment income

  -

(.02)

-

(.04)

(.06)

Distributions from net realized gain

  -

(.01)

(1.88)

(.77)

(.19)

Total distributions

  -

(.03) I

(1.88) H

(.81)

(.25)

Net asset value, end of period

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Total Return A,B

  9.87%

(10.00)%

(23.39)%

17.87%

9.89%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of fee waivers, if any

  1.90%

1.93%

1.90%

1.91%

1.86%

Expenses net of all reductions

  1.89%

1.92%

1.89%

1.90%

1.82%

Net investment income (loss)

  (.85)%

.01%

(.66)%

(.41)%

(.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 904

$ 1,042

$ 522

$ 458

$ 229

Portfolio turnover rate E

  62%

152%

283%

200%

184%

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $1.88 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

I Total distributions of $.03 per share is comprised of distributions from net investment income of $.021 and distributions from net realized gain of $.006 per share.

Financial Highlights - Institutional Class

Years ended September 30,

2010

2009

2008

2007

2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 9.55

$ 14.33

$ 12.90

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .02

.08

.06

.11

.12

Net realized and unrealized gain (loss)

  .93

(.96)

(2.84)

2.23

1.17

Total from investment operations

  .95

(.88)

(2.78)

2.34

1.29

Distributions from net investment income

  -

(.07)

(.09)

(.14)

(.11)

Distributions from net realized gain

  -

(.01)

(1.91)

(.77)

(.19)

Total distributions

  -

(.08) G

(2.00) F

(.91)

(.30)

Net asset value, end of period

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Total Return A

  11.06%

(8.99)%

(22.48)%

19.20%

11.04%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .87%

.81%

.74%

.74%

.78%

Expenses net of fee waivers, if any

  .87%

.81%

.74%

.74%

.78%

Expenses net of all reductions

  .87%

.79%

.73%

.69%

.74%

Net investment income (loss)

  .17%

1.14%

.50%

.80%

.96%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 144

$ 83

$ 1,720

$ 2,422

$ 114

Portfolio turnover rate D

  62%

152%

283%

200%

184%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

G Total distributions of $.08 per share is comprised of distributions from net investment income of $.074 and distributions from net realized gain of $.006 per share.

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

Annual Report


Notes to Financial Statements

For the period ended September 30, 2010

1. Organization.

Fidelity Advisor Capital Development Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I:O and Destiny Plans I:N.

The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site 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 web site 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. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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 September 30, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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 an independent pricing service 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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

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

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of September 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on short term capital gains on securities of certain issuers domiciled in India. The Fund records an estimated deferred tax liability included in Other payables and accrued expenses in the accompanying Statement of Assets & Liabilities for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of at period end.

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

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 470,425,667

Gross unrealized depreciation

(163,485,595)

Net unrealized appreciation (depreciation)

$ 306,940,072

 

 

Tax Cost

$ 2,553,376,936

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

Undistributed ordinary income

$ 9,707,022

Capital loss carryforward

$ (1,046,788,322)

Net unrealized appreciation (depreciation)

$ 306,907,068

The tax character of distributions paid was as follows:

 

September 30, 2010

September 30, 2009

Ordinary Income

$ 28,738,644

$ 39,821,676

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,917,783,894 and $3,061,380,587, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .56% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total
Fees

Retained
by FDC

Class A

0%

.25%

$ 853,495

$ 11,473

Class T

.25%

.25%

3,890

20

Class B

.75%

.25%

3,665

2,751

Class C

.75%

.25%

9,195

965

 

 

 

$ 870,245

$ 15,209

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% for certain purchases of Class A shares (1.00% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 2,535

Class T

648

Class B*

868

Class C*

238

 

$ 4,289

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class O

$ 112,643

.00*

Class A

420,224

.12

Class T

2,862

.37

Class B

1,166

.32

Class C

2,709

.29

Institutional Class 

327

.27

 

$ 539,931

 

* Amount represents less than .01%

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70,022 for the period.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 8,287,179

.41%

$ 7,445

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13,262 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $518,789.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $12,850,160. The weighted average interest rate was .62%. The interest expense amounted to $5,574 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $294,166 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,

2010

2009

From net investment income

 

 

Class O

$ 25,105,317

$ 34,977,828

Class A

1,675,120

2,211,312

Class T

-

3,457

Class C

-

2,139

Institutional Class

-

13,775

Total

$ 26,780,437

$ 37,208,511

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders - continued

Distributions to shareholders of each class were as follows: - continued

Years ended September 30,

2010

2009

From net realized gain

 

 

Class O

$ 1,743,448

$ 2,360,189

Class A

214,759

250,450

Class T

-

798

Class C

-

611

Institutional Class

-

1,117

Total

$ 1,958,207

$ 2,613,165

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended September 30,

2010

2009

2010

2009

Class O

 

 

 

 

Shares sold

41,289,302

22,448,512

$ 373,895,608

$ 158,446,482

Reinvestment of distributions

2,773,030

5,071,181

24,264,054

34,282,205

Shares redeemed

(160,706,664)

(42,079,870)

(1,449,719,075)

(300,445,967)

Net increase (decrease)

(116,644,332)

(14,560,177)

$ (1,051,559,413)

$ (107,717,280)

Class A

 

 

 

 

Shares sold

11,028,541

8,258,131

$ 97,288,817

$ 56,859,926

Reinvestment of distributions

194,226

339,292

1,660,628

2,242,770

Shares redeemed

(22,480,213)

(3,959,271)

(198,261,888)

(27,548,432)

Net increase (decrease)

(11,257,446)

4,638,152

$ (99,312,443)

$ 31,554,264

Class T

 

 

 

 

Shares sold

16,924

68,566

$ 148,983

$ 478,855

Reinvestment of distributions

-

623

-

4,090

Shares redeemed

(51,916)

(61,121)

(452,162)

(411,093)

Net increase (decrease)

(34,992)

8,068

$ (303,179)

$ 71,852

Class B

 

 

 

 

Shares sold

8,327

23,061

$ 72,776

$ 153,649

Shares redeemed

(14,340)

(20,044)

(124,006)

(138,646)

Net increase (decrease)

(6,013)

3,017

$ (51,230)

$ 15,003

Class C

 

 

 

 

Shares sold

8,316

135,123

$ 73,022

$ 875,951

Reinvestment of distributions

-

401

-

2,612

Shares redeemed

(35,106)

(65,549)

(301,614)

(438,818)

Net increase (decrease)

(26,790)

69,975

$ (228,592)

$ 439,745

Institutional Class

 

 

 

 

Shares sold

7,602

38,032

$ 70,191

$ 258,986

Reinvestment of distributions

-

2,061

-

13,910

Shares redeemed

(2,193)

(210,626)

(20,572)

(1,576,378)

Net increase (decrease)

5,409

(170,533)

$ 49,619

$ (1,303,482)

13. 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 Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Capital Development Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2010, 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 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 September 30, 2010, 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 Advisor Capital Development Fund as of September 30, 2010, 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 18, 2010

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive 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 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

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) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive 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.

Board Structure and Oversight Function. Edward C. Johnson 3d 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. 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. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Edward C. Johnson 3d (80)

 

Year of Election or Appointment: 1984

Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).

James C. Curvey (75)

 

Year of Election or Appointment: 2007

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

* 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.

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, Age; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (62)

 

Year of Election or Appointment: 2005

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 (56)

 

Year of Election or Appointment: 2008

Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.

Ned C. Lautenbach (66)

 

Year of Election or Appointment: 2000

Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (66)

 

Year of Election or Appointment: 2008

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) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

Cornelia M. Small (66)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)

 

Year of Election or Appointment: 2002

Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.

David M. Thomas (61)

 

Year of Election or Appointment: 2008

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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (60)

 

Year of Election or Appointment: 2008

Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

+ 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

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (66)

 

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity's Equity and High Income 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).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Bruce T. Herring (45)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.

Brian B. Hogan (46)

 

Year of Election or Appointment: 2009

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

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (41)

 

Year of Election or Appointment: 2009

Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (52)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Kenneth A. Rathgeber (63)

 

Year of Election or Appointment: 2004

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John R. Hebble (52)

 

Year of Election or Appointment: 2009

Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

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

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

At its July 2010 meeting, the Board of Trustees, 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 expenses; (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 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 is in the best interests of fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, with 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, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

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

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the cumulative total returns of Class O and Class A of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Class O and Class A show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Fidelity Advisor Capital Development Fund

fid691754

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class O of the fund was in the third quartile for all the periods shown. The Board also noted that the investment performance of Class O of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense 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 relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Advisor Capital Development Fund

fid691756

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Class O ranked below its competitive median for 2009 and the total expenses of Class T ranked above its competitive median for 2009. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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 expenses and fees charged to other Fidelity clients, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case 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, including the findings of the Committee.

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 its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

The Board concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

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

Annual Report


Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
Fidelity Management & Research (Hong Kong) Limited
Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA
fid691575

ADESII-I-UANN-1110
1.814761.105

Item 2. Code of Ethics

As of the end of the period, September 30, 2010, Fidelity Destiny Portfolios (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 Advisor Capital Development Fund and Fidelity Advisor Diversified Stock Fund (the "Funds"):

Services Billed by Deloitte Entities

September 30, 2010 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Advisor Capital Development Fund

$51,000

$-

$6,000

$-

Fidelity Advisor Diversified Stock Fund

$52,000

$-

$9,000

$-

September 30, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Advisor Capital Development Fund

$52,000

$-

$6,200

$-

Fidelity Advisor Diversified Stock Fund

$53,000

$-

$9,700

$-

A Amounts may reflect rounding.

The following table presents fees billed by 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

 

September 30, 2010A

September 30, 2009A

Audit-Related Fees

$720,000

$1,020,000

Tax Fees

$-

$2,000

All Other Fees

$520,000

$405,000

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 assurance services provided to the fund or Fund Service Provider 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 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

September 30, 2010 A

September 30, 2009 A

Deloitte Entities

$1,290,000

$1,555,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Destiny Portfolios

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 24, 2010

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:

November 24, 2010

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

November 24, 2010